What changed in this filing

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Item 1. Financial Statements

2025-10-30 compared with 2025-07-31 · 233 added, 193 removed, 1357 unchanged (24% of the section changed)

9 unchanged sentences

Condensed Consolidated Statements of Financial Condition (Unaudited)

(in thousands, except share data) June 30,

(in thousands, except share data) September 30,

2025 December 31,

1 unchanged sentence

Cash restricted or segregated under regulations and other

47,547 41,478

Securities borrowed 3,098,666 2,294,529

Securities purchased under agreements to resell 1,266,106 983,941

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)

Receivables from broker-dealers and clearing organizations ($ 87,614 and $ 51,595 at fair value, as of September 30, 2025 and December 31, 2024, respectively)

2,633,329 1,100,850

3 unchanged sentences

Receivables from customers 192,463 149,804

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)

Property, equipment and capitalized software (net of accumulated depreciation of $ 419,463 and $ 380,202 as of September 30, 2025 and December 31, 2024, respectively)

94,396 91,415

1 unchanged sentence

Goodwill 1,148,926 1,148,926

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

Intangibles (net of accumulated amortization of $ 463,809 and $ 428,460 as of September 30, 2025 and December 31, 2024, respectively)

166,714 203,188

1 unchanged sentence

Assets of business held for sale — 4,615

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

Other assets ($ 435,921 and $ 158,326 , at fair value, as of September 30, 2025 and December 31, 2024, respectively)

716,071 357,740

4 unchanged sentences

Securities sold under agreements to repurchase 1,276,677 1,271,788

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)

Payables to broker-dealers and clearing organizations ($ 446,171 and $ 136,736 , at fair value, as of September 30, 2025 and December 31, 2024, respectively)

1,677,016 918,566

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 — 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

Class A common stock (par value $ 0.00001 ), Authorized — 1,000,000,000 and 1,000,000,000 shares, Issued — 140,864,441 and 137,479,751 shares, Outstanding — 84,906,703 and 84,976,325 shares at September 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 September 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 — 7,970,185 and 8,561,970 shares at September 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 September 30, 2025 and December 31, 2024, respectively

Treasury stock, at cost, 55,957,738 and 52,503,426 shares at September 30, 2025 and December 31, 2024, respectively

( 1,475,671 ) ( 1,339,913 )

4 unchanged sentences

Condensed Consolidated Statements of Financial Condition (Unaudited)

(in thousands, except share data) June 30,

(in thousands, except share data) September 30,

2025 December 31,

9 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

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

Three Months Ended September 30, Nine Months Ended September 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 and Six Months Ended June 30, 2025 and 2024

Three and Nine Months Ended September 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.

26 unchanged sentences

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

Share based compensation 566,695 — — — — — — — 24,309 — — 24,309 — 24,309

Repurchase of Class C common stock — — ( 8,596 ) — — — — — ( 373 ) — — ( 373 ) — ( 373 )

Treasury stock purchases ( 232,110 ) — — — — — ( 474,587 ) ( 20,955 ) — ( 9,863 ) — ( 30,818 ) — ( 30,818 )

Net income — — — — — — — — — 77,628 — 77,628 71,423 149,051

Foreign exchange translation adjustment — — — — — — — — — — ( 1,552 ) ( 1,552 ) ( 1,163 ) ( 2,715 )

Net change in unrealized cash flow hedges gains — — — — — — — — — — 151 151 113 264

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

— — — — — — — — — ( 21,784 ) — ( 21,784 ) ( 50,458 ) ( 72,242 )

Issuance of common stock in connection with employee exchanges 216,066 — — — — — — — — — — — — —

Virtu Financial, Inc.

1 unchanged sentence

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three and Six Months Ended June 30, 2025 and 2024

Three and Nine Months Ended September 30, 2025 and 2024

2 unchanged sentences

Shares Amounts Shares Amounts Shares Amounts Shares Amounts Amounts

Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 216,066 ) — — — — — — — — — — —

Balance at September 30, 2025 140,864,441 $ 1 7,970,185 $ — 60,091,740 $ 1 ( 55,957,738 ) $ ( 1,475,671 ) $ 1,528,094 $ 1,401,669 $ 832 $ 1,454,926 $ 245,891 $ 1,700,817

Virtu Financial, Inc.

and Subsidiaries

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three and Nine Months Ended September 30, 2025 and 2024

Stockholders' Equity Noncontrolling Interest Total Equity

(in thousands, except share and interest data)

Shares Amounts Shares Amounts Shares Amounts Shares Amounts Amounts

Balance at December 31, 2023 134,901,037 $ 1 8,607,998 $ — 60,091,740 $ 1 ( 45,808,351 ) $ ( 1,166,299 ) $ 1,351,574 $ 1,000,403 $ 17,047 $ 1,202,727 $ 202,629 $ 1,405,356

16 unchanged sentences

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

Share based compensation 204,193 — — — — — — — 13,297 — — 13,297 — 13,297

Repurchase of Class C common stock — — ( 1,849 ) — — — — — ( 52 ) — — ( 52 ) — ( 52 )

Treasury stock purchases ( 57,204 ) — — — — — ( 1,679,274 ) ( 48,778 ) — ( 1,641 ) — ( 50,419 ) — ( 50,419 )

Stock options exercised 453,670 — — — — — — — 8,620 — — 8,620 — 8,620

Net income — — — — — — — — — 59,952 — 59,952 59,071 119,023

Foreign exchange translation adjustment — — — — — — — — — — 3,455 3,455 3,380 6,835

Net change in unrealized cash flow hedges gains (losses) — — — — — — — — — — ( 11,200 ) ( 11,200 ) ( 8,368 ) ( 19,568 )

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

— — — — — — — — — ( 22,192 ) — ( 22,192 ) ( 65,013 ) ( 87,205 )

Issuance of common stock in connection with employee exchanges 31,097 — — — — — — — — — — — — —

Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 31,097 ) — — — — — — — — — — —

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

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

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands) 2025 2024

52 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands) 2025 2024

16 unchanged sentences

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

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

As of September 30, 2025, VFI owned approximately 57.2 % 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”).

30 unchanged sentences

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

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

(“MarketAxess”) to sell a 49 % interest in the multi-asset request-for-quote communication platform joint venture (“JV”), RFQ-hub Holdings LLC (“RFQ-hub Holdings,” or collectively with its wholly owned or controlled subsidiaries, “RFQ-hub”).

The sale was completed on May 9, 2025.

6 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.

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.

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

30 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 June 30, 2025

Accounting Pronouncements Not Yet Adopted as of September 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.

8 unchanged sentences

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.

Intangibles—Goodwill and Other—Internal-Use Software - In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) .

This ASU updates the capitalization criteria for internal-use software cost by removing references to software development project stages.

This ASU is effective for annual reporting periods beginning after December 15, 2027, 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

29 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 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 June 30, Six Months Ended June 30,

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

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

6 unchanged sentences

Basic earnings per share $ 0.86 $ 0.65 $ 3.60 $ 1.95

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

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

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

10 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 June 2025 with respect to its TRA obligation.

The Company made payments totaling $ 134.8 million from February 2017 through September 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 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.

At September 30, 2025 and December 31, 2024, the Company’s remaining deferred tax assets that relate to the matters described above were approximately $ 94.2 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 September 30, 2025 and December 31, 2024, respectively.

The amounts recorded as of September 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 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:

As of September 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 nine months ended September 30, 2025 and 2024.

The following table presents the details of goodwill by segment as of September 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 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

As of September 30, 2025 and December 31, 2024, the Company’s total amount of intangible assets recorded was $ 166.7 million and $ 203.2 million, respectively.

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

As of September 30, 2025

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

20 unchanged sentences

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.

Amortization expense relating to finite-lived intangible assets was approximately $ 11.8 million and $ 11.8 million for the three months ended September 30, 2025 and 2024, respectively, and $ 35.3 million and $ 38.7 million for the nine months ended September 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 June 30, 2025 and December 31, 2024:

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

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

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

Due from prime brokers $ 350,883 $ 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 $ 174.4 million and $ 123.0 million as of June 30, 2025 and December 31, 2024, respectively.

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 $ 123.2 million and $ 123.0 million as of September 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.

3 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 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

At September 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 September 30, 2025 and December 31, 2024 are summarized as follows:

(in thousands) September 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 June 30, 2025 and December 31, 2024 consisted of the following:

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

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

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

Equities $ 2,500,017 $ 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.

June 30, 2025

September 30, 2025

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

Broker-dealer credit facilities $ 125,000 $ ( 3,009 ) $ 121,991

Short-term bank loans 70,300 — 70,300

$ 125,000 $ ( 3,009 ) $ 121,991

20 unchanged sentences

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

At June 30, 2025

At September 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 5.53 % and 7.00 %, respectively.

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

There was no balance outstanding under Borrowing Base B Loan as of September 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 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 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.

At September 30, 2025, there were no balances associated with international settlement activities outstanding under these facilities.

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

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

At September 30, 2025 and December 31, 2024, there was 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 June 30, 2025

At September 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 $ 2.4 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.

Interest expense in relation to the facilities was $ 3.0 million and $ 2.4 million for the three months ended September 30, 2025 and 2024, respectively, and $ 8.0 million and $ 7.4 million for the nine months ended September 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 June 30, 2025

At September 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.

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

24 unchanged sentences

Amendment No.

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

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

2 Effective Date.

On September 23, 2025 (the “Amendment No.

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

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

Amendment No.

3 amended the Credit Agreement to effect the issuance of incremental Senior Secured First Lien Term B-2 Loans in the amount $ 300.0 million, the proceeds of which were used for general corporate purposes, for a total Term B-2 Loan balance of $ 1,545.0 million (collectively, the “Term B-2 Loans”).

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 %.

2 unchanged sentences

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

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

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.

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

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

2 unchanged sentences

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

As of September 30, 2025, $ 1,545.0 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

33 unchanged sentences

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

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:

The principal balance was ¥ 3.5 billion ($ 23.7 million) as of September 30, 2025 and ¥ 3.5 billion ($ 22.3 million) as of December 31, 2024.

The Company had a gain of $ 0.6 million and a loss of $ 2.6 million during the three months ended September 30, 2025 and 2024, respectively, and a loss of $ 1.4 million and a gain of $ 0.4 million during the nine months ended September 30, 2025 and 2024, respectively, due to changes in foreign currency rates.

As of September 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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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 June 30, 2025:

June 30, 2025

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

September 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 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;

As of September 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:

June 30, 2025

September 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 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

Three Months Ended September 30, 2025

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

Other assets:

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(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 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

Three Months Ended September 30, 2024

(in thousands) Balance at June 30, 2024

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

Other assets:

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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

Nine Months Ended September 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 September 30, 2025 Change in Net Unrealized Gains / (Losses) on Investments still held at September 30, 2025

Other assets:

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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

Nine Months Ended September 30, 2024

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

Other assets:

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

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

June 30, 2025

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

September 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 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

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

September 30, 2025

Gross Amounts of Recognized Assets Amounts Offset in the Condensed Consolidated Statements 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

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

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Total $ 4,556,179 $ ( 176,877 ) $ 4,379,302 $ ( 4,271,692 ) $ ( 50,703 ) $ 56,907

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

Gross Amounts of Recognized Liabilities Amounts Offset in the Condensed Consolidated Statements 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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December 31, 2024

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

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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 June 30, 2025 and December 31, 2024:

June 30, 2025

September 30, 2025

Remaining Contractual Maturity

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Digital Assets Held

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

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

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

Units Cost Basis Fair Value Carrying Value

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Total Digital assets held $ 340,480 $ 346,740 $ 82,796

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

As of September 30, 2025, 50.0 million PYTH tokens with a fair value of $ 7.5 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 June 30, 2025 and December 31, 2024:

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

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

(in thousands) September 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 and six months ended June 30, 2025 and 2024.

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

Three Months Ended September 30, Nine Months Ended September 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 June 30, 2025, the Company held a noncontrolling interest of 50.0 % in the JV.

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

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

As of September 30, 2025, the Company held approximately a 12.9 % 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 June 30, 2025, the Company held approximately a 7.0 % noncontrolling interest in this JV.

As of September 30, 2025, the Company held approximately a 8.0 % 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 June 30, 2025:

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

Carrying Amount Maximum Exposure to Loss VIEs' assets

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Disaggregation of Revenues

The following tables present the Company’s revenue from contracts with customers disaggregated by service, and timing of revenue recognition, reconciled to the Company’s segments, for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

(in thousands) Market Making Execution Services Corporate Total

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Total revenues $ 668,017 $ 154,506 $ 2,266 $ 824,789

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

(in thousands) Market Making Execution Services Corporate Total

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

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

(in thousands) Market Making Execution Services Corporate Total

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Total revenues $ 2,145,782 $ 510,002 $ 6,447 $ 2,662,231

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

(in thousands) Market Making Execution Services Corporate Total

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Remaining Performance Obligations and Revenue Recognized from Past Performance Obligations

As of 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.

As of September 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 $ 68.0 million and $ 62.1 million as of June 30, 2025 and December 31, 2024, respectively.

Receivables related to revenues from contracts with customers amounted to $ 62.4 million and $ 62.1 million as of September 30, 2025 and December 31, 2024, respectively.

The Company did not identify any contract assets.

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

There were no impairment losses on receivables as of September 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.

Deferred revenue related to contracts with customers was $ 9.4 million and $ 8.1 million as of September 30, 2025 and December 31, 2024, respectively.

The Company recognized the full amount of revenue during the nine months ended September 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 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.

Accordingly, for the three and nine months ended September 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 $ 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.

The Company’s provisions for income taxes and effective tax rates were $ 30.9 million, and 17.2 %, and $ 28.1 million, and 19.1 % for the three months ended September 30, 2025 and 2024, respectively, and $ 119.1 million, and 15.9 %, and $ 83.9 million, and 19.0 % for the nine months ended September 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 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.

Included in Other assets on the Condensed Consolidated Statements of Financial Condition at September 30, 2025 and December 31, 2024 are current income tax receivables of $ 31.5 million and $ 13.2 million, respectively.

The balances at September 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 September 30, 2025 and December 31, 2024 are current tax liabilities of $ 40.4 million and $ 22.5 million, respectively.

The balances at September 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 June 30, 2025 and December 31, 2024, the Company did not have any U.S.

At September 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 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.

net operating losses at September 30, 2025 and December 31, 2024, of $ 48.2 million and $ 58.2 million, respectively, and has recorded related deferred tax assets of $ 8.4 million and $ 10.3 million, respectively.

A full valuation allowance was recorded against these deferred tax assets at September 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 September 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 June 30, 2025, the Company’s tax years for 2015 through 2023 and 2017 through 2023 are subject to examination by U.S.

As of September 30, 2025, the Company’s tax years for 2015 through 2024 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 $ 23.4 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.

The Company had $ 23.7 million of unrecognized tax benefits as of September 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 September 30, 2025.

Public Law No.

119-21, commonly referred to as the One Big Beautiful Bill Act (“OBBB”), was signed into law on July 4, 2025.

The OBBB, amongst other things, extends permanently, with modifications, certain tax provisions enacted as part of Public Law No.

115-97, commonly referred to as The Tax Cuts and Jobs Act (“TCJA”).

Based on the Company’s current analysis of the provisions, the Company does not expect these tax law changes to have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures;

however, the Company will continue to evaluate their impact as further information becomes available.

Commitments, Contingencies and Guarantees

3 unchanged sentences

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

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

Securities and Exchange Commission (“SEC”) 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 was unable to reach a settlement.

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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.

The Company anticipates that the agreement will be finalized following the reopening of the federal government.

The parties previously jointly sought and obtained a stay of proceedings in connection with the finalization of the settlement which remains in effect.

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

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

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

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

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

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

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

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

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

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

The derivative complaints were subsequently consolidated and recaptioned In re Virtu Financial Inc.

Derivative Litigation .

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

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

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Defendants moved to dismiss the consolidated amended complaint on January 29, 2021;

the motion is fully briefed and pending before the court.

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

the motion was granted on September 29, 2025.

On October 21, 2025, the plaintiffs were granted an extension to November 26, 2025 of the deadline to file a proposed second amended complaint and a motion to amend.

The Company believes that the claims are without merit and plans to continue defending itself vigorously if necessary.

On March 7, 2022, the Company was named as a defendant in Iron Workers Local No.

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equities market structure, the retail trading environment in the U.S., wholesale market making and the relationships between retail broker-dealers and market making firms including, but not limited to, payment for order flow arrangements, other remuneration arrangements such as profit-sharing relationships and exchange fee and rebate structures, alternative trading systems and off-exchange trading more generally, high frequency trading, short selling, market fragmentation, colocation, and access to market data feeds.

In 2022 and 2023, the SEC 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 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 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 while others have been withdrawn.

Circuit denied the exchanges legal challenge to the SEC’s access fee caps rulemaking and the SEC has stated that it may extend the November 2025 compliance date, (ii) adopted amendments to Rule 605 of Regulation NMS, which had an initial compliance date on or about December 15, 2025 which has been postponed until August 1, 2026, and (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.

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

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

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

On September 5, 2025, the FTC took steps to dismiss its appeal and accede to a vacatur of the non-compete ban rule.

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.

Stablecoins Act (the “GENIUS Act”) and the proposal of the Digital Asset Market Clarity Act (the “CLARITY Act”) and the “Responsible Financial Innovation Act of 2025” 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.

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In the normal course of its operations, the Company enters into contracts that contain a variety of representations and warranties in addition to indemnification obligations, including indemnification obligations in connection with the Acquisition of KCG and the ITG Acquisition.

The Company’s maximum exposure under these arrangements is currently unknown, as any such exposure could relate to claims not yet brought or events which have not yet occurred.

The Company’s maximum exposure under these arrangements is currently unknown, as such exposure could relate to claims not yet brought or events which have not yet occurred.

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.

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 claims.

The Company primarily enters into lessee arrangements for corporate office space, data centers, and technology equipment.

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Lease assets and liabilities are summarized as follows:

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

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

Operating leases

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

June 30, 2025 December 31, 2024

September 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 June 30, Six Months Ended June 30,

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

(in thousands) 2025 2024 2025 2024

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Total Finance lease cost $ 2,020 $ 3,116 $ 6,623 $ 9,067

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

In September 2025, in connection with the finalization of an agreement related to the restoration requirements for certain leased office spaces, the Company recorded a reduction of $ 6.5 million in its asset retirement obligations and the related cost within Termination of office leases.

Future minimum lease payments under operating and finance leases with non-cancelable lease terms, as of September 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) June 30, 2025 December 31, 2024

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

Cash and cash equivalents $ 707,865 $ 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 57.1 % interest in Virtu Financial at June 30, 2025.

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

As of September 30, 2025 and December 31, 2024, there were 3,402,959 and 3,994,744 Virtu Financial Units outstanding held by Employee Holdco, respectively, and 591,785 and 32,946 of such Virtu Financial Units and corresponding Class C Common Stock were exchanged into Class A Common Stock, forfeited or repurchased during the nine months ended September 30, 2025 and 2024, respectively.

Second Amended and Restated 2015 Management Incentive Plan

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

From the inception of the program through 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.

From the inception of the program through September 30, 2025, the Company repurchased approximately 53.8 million shares of Class A Common Stock and Virtu Financial Units for approximately $ 1,417.2 million.

As of September 30, 2025, the Company has approximately $ 302.8 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.

Employee Exchanges

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.

During the nine months ended September 30, 2025 and 2024, 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 566,924 and 31,097 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.

Accumulated Other Comprehensive Income

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

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

Three Months Ended September 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 June 30, 2025, the Company expects approximately $ 0.1 million to be reclassified from AOCI into earnings over the next 12 months.

As of September 30, 2025, the Company expects approximately $ 41 thousand 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 June 30, 2024

Three Months Ended September 30, 2024

(in thousands) AOCI Beginning Balance Amounts recorded

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Total $ 8,709 $ ( 762 ) $ ( 6,983 ) $ 964

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

Six Months Ended June 30, 2025

(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.

Nine Months Ended September 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 June 30, 2025, the Company expects approximately $ 0.1 million to be reclassified from AOCI into earnings over the next 12 months.

As of September 30, 2025, the Company expects approximately $ 41 thousand 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

Nine Months Ended September 30, 2024

(in thousands) AOCI Beginning Balance Amounts recorded

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

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

(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.

Share-based Compensation

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:

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

Options Outstanding Options Exercisable

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Forfeited or expired ( 2,750 ) — — ( 2,750 ) —

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

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

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

2 unchanged sentences

Forfeited or expired — — — — —

At June 30, 2025 — $ — 0.00 — $ —

At September 30, 2025 — $ — 0.00 — $ —

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

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

For the 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:

For the nine months ended September 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 $ 15.0 million and $ 6.9 million for the three months ended September 30, 2025 and 2024, respectively, $ 33.3 million and $ 19.6 million for the nine months ended September 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 nine months ended September 30, 2025 and 2024:

Number of RSUs and RSAs Weighted

4 unchanged sentences

Vested ( 2,820,419 ) 21.65

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

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

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

2 unchanged sentences

Vested ( 3,279,347 ) 25.29

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.

At September 30, 2025 5,786,928 $ 30.98

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

The Company recognized $ 12.2 million and $ 11.1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 39.1 million and $ 31.3 million for the nine months ended September 30, 2025 and 2024, respectively, of compensation expense in relation to RSUs.

As of September 30, 2025 and December 31, 2024, total unrecognized share-based compensation expense related to unvested RSUs was $ 113.2 million and $ 53.5 million, respectively, and this amount is to be recognized over a weighted average period of 1.2 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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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.

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 June 30, 2025.

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.

4 unchanged sentences

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

subsidiary as of June 30, 2025 was as follows:

subsidiary as of September 30, 2025 was as follows:

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

Virtu Americas LLC $ 450,843 $ 3,414 $ 447,429

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.

As of September 30, 2025, VAL had $ 40.8 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.

7 unchanged sentences

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 June 30, 2025 were as follows:

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

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

4 unchanged sentences

Virtu ITG UK Limited 2,214 1,008 1,206

2,261 1,030 1,231

Virtu ITG Australia Limited 32,741 15,776 16,965

4 unchanged sentences

(1) Preliminary

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.

As of September 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.

21 unchanged sentences

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

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

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.

16 unchanged sentences

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 June 30, 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 September 30, 2025 and 2024 are summarized in the following table:

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

17 unchanged sentences

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:

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

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

23 unchanged sentences

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

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

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

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

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

(in thousands) 2025 2024 2025 2024

5 unchanged sentences

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

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.

As of September 30, 2025 and December 31, 2024 the Company had net payables to its affiliates of $ 14.0 million and $ 0.1 million, respectively.

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

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

The Company paid $ 3.0 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.

The Company paid $ 2.6 million and $ 3.5 million for the three months ended September 30, 2025 and 2024, respectively, and $ 8.1 million and $ 8.5 million for the nine months ended September 30, 2025 and 2024, respectively, to JNX for these trading activities.

The Company pays monthly use fees and makes certain contributions 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.

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 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.

Company made payments to these JVs of $ 18.9 million and $ 13.5 million for the three months ended September 30, 2025 and 2024, respectively, and $ 33.3 million and $ 28.3 million for the nine months ended September 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 $ 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.

The Company made payments of $ 2.4 million and $ 1.1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 7.8 million and $ 5.9 million for the nine months ended September 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 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.

On October 29, 2025, the Company’s Board of Directors declared a dividend of $ 0.24 per share of Class A Common Stock and Class B Common Stock and per participating Restricted Stock Unit and Restricted Stock Award that will be paid on December 15, 2025 to holders of record as of December 1, 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