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Item 2. Management’s Discussion and Analysis

2025-10-30 compared with 2025-07-31 · 146 added, 136 removed, 780 unchanged (27% of the section changed)

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

The following management’s discussion and analysis covers the three and 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.

The following management’s discussion and analysis covers the three and nine months ended September 30, 2025 and 2024 should be read in conjunction with the Condensed Consolidated Financial Statements and accompanying notes for the period ended September 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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Technology and operational efficiency are at the core of our business, and our focus on technology is a key element of our success.

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.

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.

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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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%.

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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 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.

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

The Notes were issued under an Indenture, dated as of June 21, 2024 (the “Indenture”), among the VFH, the Co-Issuer, Virtu Financial and the subsidiary guarantors party thereto, and U.S.

The Notes were issued under an Indenture, dated as of June 21, 2024 (the “Indenture”), among the VFH, the Co-Issuer, Virtu

Financial and the subsidiary guarantors party thereto, and U.S.

Bank Trust Company, National Association, as the trustee and collateral agent.

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

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

Subsequent to the IPO and through September 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 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.

(i) cash and cash equivalents reflected on our Condensed Consolidated Statements of Financial Condition as of September 30, 2025 in the amount of $154.0 million;

(ii) deferred tax assets reflected on our Condensed Consolidated Statements of Financial Condition as of September 30, 2025 in the amount of $109.2 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 September 30, 2025;

and (iv) provision for corporate income tax in the amount of $17.6 million and $76.1 million reflected on our Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 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 and six months ended June 30, 2025 and 2024:

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

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

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

Market Making 2025 2024 2025 2024

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Income (loss) before income taxes and noncontrolling interest $ 179,990 $ 147,160 $ 750,746 $ 442,365

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,

The following table shows our results of operations 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

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

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

Trading income, net, accounted for 67% and 63% of our total revenues for the nine months ended September 30, 2025 and 2024, respectively.

Interest and dividends income.

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

As a result of the refinancing or early termination of our long-term borrowings, we accelerate the capitalized debt issue cost and the discount on the term loan that

would otherwise be amortized or accreted over the life of the term loan.

As a result of the refinancing or early termination of our long-term borrowings, we accelerate the capitalized debt issue cost and the discount on the term loan that would otherwise be amortized or accreted over the life of the term loan.

Premium paid in connection with retiring outstanding bonds, and commitment fees paid for lines of credit are also included in this category.

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GAAP measure.

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

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

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

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

Includes additional shares from the dilutive impact of options, restricted stock units and restricted stock awards outstanding under the 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

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

Three Months Ended September 30, 2025

(in thousands) Market Making Execution Services Corporate Total

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Adjusted Net Trading Income $ 344,129 $ 122,886 $ — $ 467,015

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

(in thousands) Market Making Execution Services Corporate Total

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

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

(in thousands) Market Making Execution Services Corporate Total

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Adjusted Net Trading Income $ 1,177,616 $ 354,262 $ — $ 1,531,878

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

(in thousands) Market Making Execution Services Corporate Total

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Adjusted Net Trading Income $ 847,241 $ 292,744 $ — $ 1,139,985

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,

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

Three Months Ended September 30,

Adjusted Net Trading Income by Segment (in thousands):

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Adjusted Net Trading Income $ 467,015 $ 388,032 20.4%

Three Months Ended June 30,

Three Months Ended September 30,

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

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Average Daily Adjusted Net Trading Income $ 7,354 $ 6,063 21.3%

Six Months Ended June 30,

Nine Months Ended September 30,

Adjusted Net Trading Income by Segment (in thousands):

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Adjusted Net Trading Income $ 1,531,878 $ 1,139,985 34.4%

Six Months Ended June 30,

Nine Months Ended September 30,

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

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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 and six months ended June 30, 2025.

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

There was one half-day during the three and nine months ended September 30, 2025.

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

Total Revenues

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,

Our total revenues increased $118.0 million, or 16.7%, to $824.8 million for the three months ended September 30, 2025, compared to $706.8 million for the three months ended September 30, 2024.

The increase was primarily driven by an increase of $85.1 million in Trading income, net due to higher trading volumes and increased opportunities across global markets, an increase of $22.9 million in Commissions, net and technology services due to strengthened institutional engagement during the three months ended September 30, 2025 compared to the same period in 2024.

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

Three Months Ended September 30,

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

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Commissions, net and technology services 9,821 12,721 (22.8)%

Other, net (1,058) 36,117 NM

Other, net 11,992 1,432 737.4%

Total revenues from Market Making $ 668,017 $ 576,660 15.8%

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

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.

Trading income, net increased $85.1 million, or 19.2% to $529.1 million for the three months ended September 30, 2025, compared to $444.0 million for the three months ended September 30, 2024.

The increase was largely a result of higher trading volumes and increased opportunities across global markets during the three months ended September 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 $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.

Interest and dividends income increased $2.2 million, or 1.8%, to $127.4 million for the three months ended September 30, 2025, compared to $125.2 million for the three months ended September 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 $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.

Commissions, net and technology services revenues increased $22.9 million, or 17.4%, to $154.5 million for the three months ended September 30, 2025, compared to $131.6 million for the three months ended September 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 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.

Other, net increased $7.8 million, to $13.8 million for the three months ended September 30, 2025, compared to $6.0 million for the three months ended September 30, 2024.

The three months ended September 30, 2025 primarily included remeasurement gains on certain digital assets held during the period, as well as higher gains on settlement fund recoveries, in which we were eligible to participate based on our transactions in the applicable products, compared to the same period in 2024.

Adjusted Net Trading Income

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.

Adjusted Net Trading Income, which is a non-GAAP measure, increased $79.0 million, or 20.4%, to $467.0 million for the three months ended September 30, 2025, compared to $388.0 million for the three months ended September 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 September 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 $1.3 million, or 21.3%, to $7.4 million for the three months ended September 30, 2025, compared to $6.1 million for the three months ended September 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 $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.

Our operating expenses increased $85.1 million, or 15.2%, to $644.8 million for the three months ended September 30, 2025, compared to $559.7 million for the three months ended September 30, 2024.

The increase in operating expenses is primarily due to an increase in Employee compensation and payroll taxes and Interest and dividends expense.

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

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.

Brokerage exchange, clearance fees and payments for order flow, net, increased $1.6 million, or 0.9%, to $178.3 million for the three months ended September 30, 2025, compared to $176.7 million for the three months ended September 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 $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.

Communication and data processing expense increased $3.2 million, or 5.4%, to $62.8 million for the three months ended September 30, 2025, compared to $59.6 million for the three months ended September 30, 2024.

This increase was primarily due to increased spending on market data and communication networks maintained by our joint ventures.

Employee compensation and payroll taxes.

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.

Employee compensation and payroll taxes increased $50.1 million, or 46.6%, to $157.7 million for the three months ended September 30, 2025, compared to $107.6 million for the three months ended September 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 $9.9 million and $10.6 million for the three months ended June 30, 2025, and 2024, respectively.

We have capitalized and therefore excluded employee compensation and benefits related to software development of $9.3 million and $9.3 million for the three months ended September 30, 2025, and 2024, respectively.

Interest and dividends expense.

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.

Interest and dividends expense increased $29.6 million, or 21.7%, to $165.7 million for the three months ended September 30, 2025, compared to $136.1 million for the three months ended September 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 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.

Operations and administrative expense remained consistent at $24.9 million for the three months ended September 30, 2025 and the three months ended September 30, 2024.

The current period primarily included an increase in professional expense, offset by more favorable foreign exchange rate movements.

Depreciation and amortization.

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.

Depreciation and amortization decreased $1.1 million, or 6.7%, to $15.4 million for the three months ended September 30, 2025, compared to $16.5 million for the three months ended September 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 $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.

Amortization of purchased intangibles and acquired capitalized software remained consistent at $11.8 million for the three months ended September 30, 2025 and the three months ended September 30, 2024.

Included in Amortization of purchased intangibles and acquired capitalized software was the amortization of finite lived intangible assets acquired in connection with the acquisition of KCG and ITG.

Termination of office leases.

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.

Termination of office leases 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.

The expenses for the three months ended September 30, 2025 included a reduction of $6.5 million in cost related to asset retirement obligations that the Company previously recorded.

See Note 17 “Leases” for further details.

The expenses related to lease terminations were insignificant during the three months ended September 30, 2024.

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 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.

Expense from debt issue cost related to debt refinancing, prepayment and commitment fees decreased $0.3 million, or 16.7%, to $1.5 million for the three months ended September 30, 2025, compared to $1.8 million for the three months ended September 30, 2024.

This decrease was primarily driven by lower commitment fees charged for the revolving facility under the Credit Agreement as a result of increased usage of the revolving facility during the three months ended September 30, 2025 compared to the same period in 2024.

Transaction advisory fees and expenses.

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

Transaction advisory fees and expenses were insignificant for both the three months ended September 30, 2025, and September 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 $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”.

Financing interest expense on long-term borrowings increased $8.8 million, or 35.9%, to $33.3 million for the three months ended September 30, 2025, compared to $24.5 million for the three months ended September 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 $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

Our provision for income taxes and effective tax rates were $30.9 million and 17.2% for the three months ended September 30, 2025, compared to $28.1 million and 19.1% for the three months ended September 30, 2024.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 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,

Our total revenues increased $619.5 million, or 30.3%, to $2,662.2 million for the nine months ended September 30, 2025, compared to $2,042.7 million for the nine months ended September 30, 2024.

This increase was primarily attributable to an increase of $493.3 million in Trading income, net due to higher trading volumes and increased opportunities across global markets and an increase of $83.3 million in Commissions, net and technology services driven by strengthened institutional engagement during the nine months ended September 30, 2025 compared to the same period in 2024.

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

Nine Months Ended September 30,

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

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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.

Trading income, net, increased $493.3 million, or 38.6%, to $1,771.8 million for the nine months ended September 30, 2025, compared to $1,278.5 million for the nine months ended September 30, 2024.

The increase was largely a result of higher trading volumes and increased opportunities across global markets during the nine months ended September 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.

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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.

Interest and dividends income increased $26.6 million, or 7.9%, to $364.9 million for the nine months ended September 30, 2025, compared to $338.3 million for the nine months ended September 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.

The increase for the nine months ended September 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.

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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 $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.

Commissions, net and technology services revenues increased $83.3 million, or 22.1%, to $459.6 million for the nine months ended September 30, 2025, compared to $376.3 million for the nine months ended September 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.

Other, net increased $16.3 million, or 32.9%, to $65.9 million for the nine months ended September 30, 2025, compared to $49.6 million for the nine months ended September 30, 2024.

The income for the nine months ended September 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 nine months ended September 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.

Adjusted Net Trading Income, which is a non-GAAP measure, increased $391.9 million, or 34.4%, to $1,531.9 million for the nine months ended September 30, 2025, compared to $1,140.0 million for the nine months ended September 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.

Average daily Adjusted Net Trading Income increased $2.2 million, or 36.1%, to $8.3 million for the nine months ended September 30, 2025, compared to $6.1 million for the nine months ended September 30, 2024.

Taking shortened trading days into consideration for the nine months ended September 30, 2025, the number of trading days was 185.5 days, compared to 188.0 days for the nine months ended September 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.

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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.

Our operating expenses increased $311.2 million, or 19.4%, to $1,911.5 million for the nine months ended September 30, 2025, compared to $1,600.3 million for the nine months ended September 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.

Brokerage, exchange, clearance fees and payments for order flow, net, increased $135.0 million, or 28.9%, to $602.3 million for the nine months ended September 30, 2025, compared to $467.3 million for the nine months ended September 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 $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.

Communication and data processing expense increased $6.9 million, or 3.9%, to $184.0 million for the nine months ended September 30, 2025, compared to $177.1 million for the nine months ended September 30, 2024.

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

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.

Employee compensation and payroll taxes increased $99.0 million, or 31.5%, to $413.2 million for the nine months ended September 30, 2025, compared to $314.2 million for the nine months ended September 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.

We have capitalized and therefore excluded employee compensation and benefits related to software development of $30.5 million and $30.1 million for the nine months ended September 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.

Interest and dividends expense increased $76.4 million, or 19.8%, to $462.2 million for the nine months ended September 30, 2025, compared to $385.8 million for the nine months ended September 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.

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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.

Operations and administrative expense increased $3.6 million, or 5.2%, to $72.9 million for the nine months ended September 30, 2025, compared to $69.3 million for the nine months ended September 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.

Depreciation and amortization decreased $1.6 million, or 3.3%, to $47.0 million for the nine months ended September 30, 2025, compared to $48.6 million for the nine months ended September 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.

Amortization of purchased intangibles and acquired capitalized software decreased $3.4 million, or 8.8%, to $35.3 million for the nine months ended September 30, 2025, compared to $38.7 million for the nine months ended September 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.

The expenses for the nine months ended September 30, 2025 included a reduction of $6.5 million in cost related to asset retirement obligations that the Company previously recorded.

See Note 17 “Leases” for further details.

The expenses related to lease terminations were insignificant for the for the nine months ended September 30, 2024.

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.

Expense from debt issue cost related to debt refinancing, prepayment and commitment fees decreased $22.8 million, or 82.3%, to $4.9 million for the nine months ended September 30, 2025, compared to $27.7 million for the nine months ended September 30, 2024.

The decrease 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 nine months ended September 30, 2024.

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

Transaction advisory fees and expenses.

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

Transaction advisory fees and expenses were insignificant for the nine months ended September 30, 2025 and September 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.

Financing interest expense on long-term borrowings increased $24.5 million, or 34.4%, to $95.7 million for the nine months ended September 30, 2025, compared to $71.2 million for the nine months ended September 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”.

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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.

Our provision for income taxes and effective tax rate was $119.1 million and 15.9% for the nine months ended September 30, 2025, compared to a provision for income taxes and effective tax rate of $83.9 million and 19.0% for the nine months ended September 30, 2024.

Liquidity and Capital Resources

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

As of September 30, 2025, we had $707.9 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 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.

As of September 30, 2025, we had borrowings under our prime brokerage credit facilities of approximately $123.2 million, borrowings under our broker dealer facilities of $125.0 million, and long-term debt outstanding in an aggregate principal amount of approximately $2,068.7 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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These margin facilities are secured by securities in accounts held at the prime brokers.

For purposes of providing additional liquidity, we maintain a committed credit facility and an uncommitted credit facility for our wholly-owned U.S.

For purposes of providing additional liquidity, we maintain a

committed credit facility and an uncommitted credit facility for our wholly-owned U.S.

broker-dealer subsidiary, as discussed in Note 9 “Borrowings” of Part I Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q.

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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 June 2025.

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

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

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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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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 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.

As of September 30, 2025, there was an outstanding principal balance on our broker-dealer facilities of $125.0 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 $123.2 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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Amendment No.

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

2 amends the First Amended Credit Agreement (as amended, “Credit Agreement”) to, among other things, effect a repricing of the $1,245.0 million in aggregate principal amount of Term B-1 Loans by establishing a new refinancing tranche of $1,245.0 million in aggregate principal amount of Senior Secured First Lien Term B-2 Loans (the “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.

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

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

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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.

As of September 30, 2025, $1,545.0 million was outstanding under the current term loans.

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

Senior Secured First Lien Notes

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(iii) create liens on their assets to secure debt;

(iv) enter into transactions with affiliates;

(iv) enter into

transactions with affiliates;

(v) merge, consolidate or amalgamate with another company;

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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 six months ended June 30, 2025 and 2024.

Six Months Ended June 30,

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

Nine Months Ended September 30,

Net cash provided by (used in):

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Operating Activities

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.

Net cash provided by operating activities was $9.0 million for the nine months ended September 30, 2025, compared to net cash provided by operating activities of $207.5 million for the nine months ended September 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 nine months ended September 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 $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.

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 $37.8 million for the nine months ended September 30, 2025, compared with net cash used in investing activities of $55.7 million for the nine months ended September 30, 2024.

Financing Activities

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.

Net cash used in financing activities was $144.4 million for the nine months ended September 30, 2025, compared to Net cash used in financing activities of $272.8 million for the nine months ended September 30, 2024.

The cash used in financing activities for the nine months ended September 30, 2025 was primarily attributable to $1,245.0 million of repayment of our previous long-term borrowings, $326.7 million in dividends to stockholders and distributions made to noncontrolling interests, and $188.3 million in purchases of treasury stock, partially offset by $1,545.0 million of net proceeds from long-term borrowings and $86.5 million of net proceeds from short-term borrowings.

The cash used in financing activities of $272.8 million during the same period of 2024 primarily reflects $1,727.0 million of repayment of our previous long-term borrowings, $247.9 million net dividends to stockholders and distributions to noncontrolling interests, and $132.9 million purchase of treasury stock, partially offset by $1,741.9 million of net proceeds from long-term borrowings and $129.6 million of net proceeds from short-term borrowings.

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 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.

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 of $302.8 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.

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

Instruments 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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• fluctuations in foreign exchange rates or other developments in equity and credit markets;

• industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for an entity’s products or services, or a regulatory or political development;

terms and relative to peers), a change in the market for an entity’s products or services, or a regulatory or political development;

• cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows;

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Our largest finite-lived intangible asset is customer relationships, which is being amortized over an estimated useful life of ten to twelve years.

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 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.

Had we used a shorter estimated useful life of seven years, the Company would have recorded an additional $3.6 million and $4.0 million of amortization expense for the three months ended September 30, 2025 and 2024, respectively, and $10.8 million and $14.8 million of amortization expense for the nine months ended September 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