11 unchanged sentences
We use the latest technology to create and deliver liquidity to global markets and innovative trading solutions and analytics tools to our clients.
−Removed: We interact directly with hundreds of retail brokers, Registered Investment Advisors, private client networks, sell-side brokers, and buy-side institutions.
+Added: We interact directly
+Added: with hundreds of retail brokers, Registered Investment Advisors, private client networks, sell-side brokers, and buy-side institutions.
We have two operating segments:
5 unchanged sentences
We engage regularly with regulators around the world on issues affecting electronic trading and other matters that may affect our business and the operation of the financial markets and advocate for increased transparency.
−Removed: In the U.S., we conduct our business from our headquarters in New York City and our offices in Boston, Austin, Texas, Chicago, Short Hills, New Jersey, Rye Brook, New York, and Palm Beach Gardens, Florida.
+Added: In the U.S., we conduct our business from our headquarters in New York City (NY) and our offices in Boston (MA), Austin (TX), Chicago (IL), Short Hills (NJ), Rye Brook (NY), and Palm Beach Gardens (FL).
Abroad, we conduct our business through trading centers located in London, Dublin, Paris, Singapore, Hong Kong, Toronto, and Sydney.
6 unchanged sentences
As a market maker, we commit capital on a principal basis by offering to buy securities from, or sell securities to, broker dealers, banks and institutions.
−Removed: We engage in principal trading in the Market Making segment direct to clients as well as on exchanges, ATSs and other market centers.
+Added: We engage in principal trading in the Market Making segment direct to clients as well as on exchanges, Alternative Trading Systems (“ATSs”) and other market centers.
As a complement to electronic market making, our cash trading business handles specialized orders and transacts on the OTC Link ATS operated by OTC Markets Group Inc.
8 unchanged sentences
Our focus on technology and our ability to leverage our technology enables us to be one of the lowest cost providers of liquidity to the global electronic trading marketplace.
−Removed: Leveraging the scalability and low costs of our platform, we are able to test and rapidly deploy new liquidity provisioning strategies, expand to new securities, asset classes and geographies and increase transaction volumes at little
−Removed: incremental cost.
+Added: Leveraging the scalability and low costs of our platform, we are able to test and rapidly deploy new liquidity provisioning strategies, expand to new securities, asset classes and geographies and increase transaction volumes at little incremental cost.
These efficiencies are central to our ability to deliver consistently positive Adjusted Net Trading Income (as defined below) as our profitability per trade and per instrument is not significant, particularly in U.S.
16 unchanged sentences
Global Equities
−Removed: We trade over 25,000 listed and over-the-counter (“OTC”) securities including, among others, equity related futures and exchange traded products (“ETPs”), on sixteen U.S.
−Removed: Securities and Exchange Commission (“SEC”) registered exchanges and other market centers around the world, including the New York Stock Exchange (“NYSE”), the Nasdaq, NYSE Arca, Cboe BATS, Chicago Stock Exchange, the Members Exchange (“MEMX”), the TSX in Canada, Bovespa in Brazil and BMV in Mexico, as well as other ATSs and more than 20 private liquidity pools.
+Added: We trade over 50,000 listed and over-the-counter (“OTC”) securities including, among others, equity related futures and exchange traded products (“ETPs”), on seventeen U.S.
+Added: Securities and Exchange Commission (“SEC”) registered exchanges and other market centers around the world, including the New York Stock Exchange (“NYSE”), the Nasdaq Stock Market LLC (“Nasdaq”), NYSE Arca, Cboe BATS, Chicago Stock Exchange, the Members Exchange (“MEMX”), the TSX in Canada, Bovespa in Brazil and BMV in Mexico, as well as other ATSs and more than 150 private liquidity pools.
Our strategy globally is to utilize high speed, efficient connections to all of the registered exchanges and market centers, including the London Stock Exchange, Cboe Europe Equities, Euronext, Six Swiss Exchange, Australian Securities Exchange, Tokyo Stock Exchange and Singapore Exchange, as well as other trading venues and additional pools of liquidity to which we can gain access either directly or through a broker.
9 unchanged sentences
Our Commodities market making takes place on the CME, ICE, and Nasdaq Futures in crude oil, natural gas, heating oil, and gasoline futures.
−Removed: We trade approximately 100 energy products and futures on the ICE, CME, and TOCOM.
We also actively trade precious metals, including gold, silver, platinum and palladium, as well as base metals such as aluminum and copper.
+Added: We trade over 100 commodity products.
Our Options and Other market making includes our activity on all of the U.S.
31 unchanged sentences
Our clients may access a broad range of products and services that includes electronic execution services in global equities via algorithmic trading, order routing and an EMS as well as internal crossing through our registered ATSs.
−Removed: Our algorithms and order routers help portfolio managers and traders to trade orders quickly, comprehensively and cost‑efficiently from our EMS or our Order Management System (“OMS”) and most third‑party trading platforms.
+Added: Our algorithms and order routers help portfolio managers and traders to trade orders quickly, comprehensively and cost‑efficiently
+Added: from our EMS or our Order Management System (“OMS”) and most third‑party trading platforms.
Our institutional sales traders offer portfolio trading and single stock sales trading which provides execution expertise for program, block and riskless principal trades in global equities and ETFs.
16 unchanged sentences
ITG Net also integrates the trading products of third‑party brokers and ATSs into our OMS and EMS platforms.
−Removed: RFQ‑hub, a multi‑asset platform for global listed and over‑the‑counter (“OTC”) financial instruments, connects buy‑side trading desks and portfolio managers with a large network of sell‑side market makers in Europe, North America and the APAC region, allowing these trading desks to place requests‑for‑quotes (“RFQ”) in negotiated equities, futures, options, swaps, convertible bonds, structured products and commodities.
−Removed: RFQ‑hub is available as a stand‑alone platform and can also be integrated with Triton in certain regions.
−Removed: In May 2022, we formed a consortium of strategic partners and investors to own and support the growth of the RFQ-hub business.
−Removed: Through a series of related transactions, we sold a substantial minority interest in the business to multiple strategic partners and have maintained a majority ownership interest.
−Removed: In April 2024, the Company entered into a Unit Purchase Agreement to sell a 49% interest in RFQ-hub, and the transaction is expected to close in 2025, subject to the satisfaction of certain closing conditions, including the receipt of specified regulatory approvals.
−Removed: See Note 3 “Business Held for Sale” for further details.
We offer administration and consolidation of client commission arrangements across a wide range of our clients’ preferred brokerage and research providers through Commission Manager, a robust, multi‑asset, web‑based commission management portal, and Budget Tracker, which enables asset managers to set research allocations and create and track budgets for their end clients.
40 unchanged sentences
The latency of communicating with exchanges and market centers is reduced through continuous software and network engineering innovation, allowing us to achieve real‑time controls over market exposure.
−Removed: We connect to exchanges and other electronic venues through a network of co‑location facilities around the world that are monitored 24 hours a day, five days a week, by our staff of experienced network professionals;
+Added: to exchanges and other electronic venues through a network of co‑location facilities around the world that are monitored 24 hours a day, five days a week, by our staff of experienced network professionals;
◦ Our clearing system captures trades in real-time and performs automated reconciliations of trades and positions, corporate action processing, options exercises, securities lending and inventory management, allowing us to effectively manage operational risk;
34 unchanged sentences
Human Capital Resources
−Removed: As of February 14, 2025, we had approximately 969 employees, located in twelve countries around the world, all of whom were employed on a full‑time basis and in good standing.
+Added: As of February 13, 2026, we had approximately 1,027 employees, located in thirteen countries around the world, all of whom were employed on a full‑time basis and in good standing.
The approximate regional representation of our workforce is as follows:
17 unchanged sentences
We continually monitor the credit quality of our prime brokers and rely on large multinational banks for most of our execution and clearing needs globally.
−Removed: Our energy, commodities and currency market making and trading activities are primarily conducted through Virtu Financial Global Markets LLC.
+Added: Our energy, commodities and currency market making and trading activities are primarily conducted through Virtu Financial Global Markets LLC, and we conduct our digital asset market making and trading activities primarily through our Singapore affiliate, Virtu Financial Singapore Pte.
We conduct our European, Middle Eastern and African (“EMEA”) market making activities from Dublin and through our subsidiary Virtu Financial Ireland Limited (“VFIL”), which is authorized as an “Investment Firm” with the CBI.
8 unchanged sentences
Virtu Financial Singapore Pte.
−Removed: registered with the MAS for an investment incentive arrangement and licensed by the MAS to deal in certain capital markets instruments.
+Added: is registered with the MAS for an investment incentive arrangement and licensed by the MAS to deal in certain capital markets instruments.
We conduct our APAC execution services trading activities from Singapore, Hong Kong, and Australia through our subsidiaries Virtu ITG Singapore Pte.
2 unchanged sentences
Limited is a holder of a Capital Markets Services License from the MAS, which is its principal regulator.
−Removed: Virtu ITG Hong Kong Limited is a participating organization of the Hong Kong Stock Exchange and a holder of a securities dealer’s license issued by the SFC, which is its principal regulator.
+Added: ITG Hong Kong Limited is a participating organization of the Hong Kong Stock Exchange and a holder of a securities dealer’s license issued by the SFC, which is its principal regulator.
Virtu ITG Australia Limited is a market participant of the Australian Securities Exchange (“ASX”) and Chi-X Australia Limited, and is also a holder of an Australian Financial Services License issued by the ASIC, which is its principal regulator.
5 unchanged sentences
Most aspects of our business are subject to regulation under federal, state and foreign laws and regulations, as well as the rules of the various self-regulatory organization (“SROs”) of which our broker-dealer subsidiaries are members.
−Removed: The SEC, FINRA, CFTC, NFA, U.S.
−Removed: state securities regulators, the European Securities and Markets Authority (“ESMA”) in the European Union, the CBI in Ireland, FCA in the U.K., Banque de France in France, MAS in Singapore, SFC in Hong Kong, ASIC in Australia, CIRO and OSC in Canada, other SROs and other U.S.
+Added: The SEC, FINRA, CFTC, NFA, the U.S.
+Added: Department of Treasury, U.S.
+Added: state securities regulators and other state regulators, the European Securities and Markets Authority (“ESMA”) in the European Union, the CBI in Ireland, FCA in the U.K., Banque de France in France, MAS in Singapore, SFC in Hong Kong, ASIC in Australia, CIRO and OSC in Canada, other SROs and other U.S.
and foreign governmental regulatory bodies promulgate numerous rules and regulations that may impact our business.
16 unchanged sentences
Regulators may propose market structure changes particularly considering the continued regulatory, congressional and media scrutiny of U.S.
−Removed: 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
−Removed: structures, ATSs and off-exchange trading more generally, high frequency trading, short selling, market fragmentation, colocation, and access to market data feeds.
+Added: 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, ATSs and off-exchange trading more generally, high frequency trading, short selling, market fragmentation, colocation, and access to market data feeds.
+Added: Additionally, 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.
+Added: 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)
+Added: These enacted, 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.
The SEC and other SROs have recently enacted and considered rules that may affect our operations and profitability.
−Removed: Specifically, the SEC under the previous administration (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, (ii) adopted amendments to Rule 605 of Regulation NMS, which has a compliance date on or about December 15, 2025, (iii) approved a funding model submitted by several exchanges in relation to the Consolidated Audit Trail (CAT) which provides for fee collection commencing November 2024 but is currently subject to legal challenge, and (iv) adopted rules to amend the definitions of “dealer” and “government securities dealer” within the Exchange Act, which would have broadened the scope of these registrant categories, though this rule was recently vacated by the United States District Court.
−Removed: Additional recent proposals which have not been adopted include (i) Proposed Rule 615 of Regulation NMS, which proposes to dramatically change the U.S.
−Removed: equities market structure, the routing, handling and potentially the amount, character, and cost of retail order flow, (ii) Regulation Best Execution, which would impose best execution requirements on broker-dealers which would be distinct from, but overlapping with, FINRA’s existing best execution rule (Rule 5310), (iii) a series of amendments to the definition of Exchange and Alternative Trading Systems (ATS), which would expand the scope of exchange and ATS registration and compliance requirements, and (iv) a proposal to restrict volume based tiered pricing by equity exchanges in certain cases.
−Removed: If adopted, these or other potential rule changes may alter the market structure for NMS securities in ways that would disfavor the current competing market center model and lessen the amount of volume executed off-exchange in favor of a central limit order book model or other centralized model for order interaction.
−Removed: Proposed revisions to SEC Rule 3b-16, Regulation ATS, and Regulation SCI would increase the number of technology platforms that meet the definition of an exchange and would then be required to register as an exchange or alternatively operate as an ATS, and/or operate under the more complex and costly Regulation SCI regime.
−Removed: Proposed changes to Regulation ATS would revise the format of Form ATS required to be filed and would impose additional disclosures and costs to rewrite and refile those forms.
−Removed: Further, on April 23, 2024, the Federal Trade Commission (FTC) announced a final rule banning most non-compete clauses in employer-employee contracts.
−Removed: 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.
−Removed: The FTC is appealing the ruling, and therefore its implementation has not yet been definitively resolved.
−Removed: These recently adopted and potential additional changes and others may impose additional technological, operational and compliance costs on us and create uncertainty with regard to their effects.
+Added: Specifically, the SEC under the previous administration (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 infrastructure rule proposals”), which had a previous compliance date commencing in November 2025, and the compliance date for tick size and access fees rule changes have been delayed until November 2026, and the infrastructure rule proposal concerning odd lots has been delayed until May 2026, (ii) adopted amendments to Rule 605 of Regulation NMS, which had a previous compliance date on or about December 15, 2025 but which has now been postponed until August 1, 2026, (iii) approved a funding model submitted by several exchanges in relation to the Consolidated Audit Trail (CAT) which provides for fee collection commencing November 2024 but which was ultimately struck down by the 11th Circuit Court of Appeals, 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 the United States District Court.
+Added: In June of 2025, under Chair Atkins, the SEC withdrew the following previously pending proposals:
+Added: (i) Proposed Rule 615 of Regulation NMS (i.e., the Order Competition Rule), (ii) Regulation Best Execution, (iii) a series of amendments to the definition of Exchange and Alternative Trading Systems (ATS), (iv) proposed amendments to expand and update Regulation Systems Compliance and Integrity (SCI), and (v) a proposal to restrict volume based tiered pricing by equity exchanges in certain cases.
+Added: Further, in September 2025, the FTC took steps to dismiss its appeal of a rule it previously announced a final rule banning most non-compete clauses in employer-employee contracts.
The Dodd‑Frank Act, which has been implemented through extensive rulemaking by the SEC, the CFTC, and other governmental agencies, includes the “Volcker Rule,” which significantly limits the ability of banks and their affiliates to engage in proprietary trading, and Title VII, which provides a framework for the regulation of the swap markets.
−Removed: One of our subsidiaries is registered with the CFTC as a floor trader, and is exempt from registration as a swap dealer based on its current activity.
−Removed: Registration as a swap dealer would subject our subsidiary to various requirements, including those related to capital, conduct, and reporting.
+Added: Two of our subsidiaries are registered with the CFTC as floor traders, and are exempt from registration as swap dealers based on their current activity.
+Added: Registration as a swap dealer would subject one or both of our subsidiaries to various requirements, including those related to capital, conduct, and reporting.
We have foreign subsidiaries and plan to continue to expand our international presence.
7 unchanged sentences
The MiFID II regime has been under review, with European Union authorities making further changes to the regime.
−Removed: On February 28, 2024, Directive (EU) 2024/790 amending MiFID II and Regulation (EU) 2024/791 amending Regulation (EU) No 600/2014 (also known as “MiFIR”) as regards enhancing data transparency, removing obstacles to the emergence of consolidated tapes, optimizing the trading obligations and prohibiting receiving payment for order flow were each adopted.
−Removed: The two acts entered into force on March 28, 2024, with the MiFIR amending regulation applying from that date, and the MiFID II amendments requiring adoption by Member States by September 29, 2025.
−Removed: These changes at the ‘Level 1’ legislative level include a substantial number of ‘Level 2’ measures, including by means of regulatory technical standards and implementing technical standards, that are yet to be developed.
+Added: On February 28, 2024, Directive (EU) 2024/790 amending MiFID II (the “MiFID Amending Directive”) and Regulation (EU) 2024/791 amending Regulation (EU) No 600/2014 (also known as “MiFIR”) (the “MiFIR Amending Regulation”) as regards enhancing data transparency, removing obstacles to the emergence of consolidated tapes, optimizing the trading obligations and prohibiting receiving payment for order flow were each adopted.
+Added: The two acts entered into force on March 28, 2024, with the MiFIR Amending Regulation applying from that date, and the MiFID Amending Directive requiring adoption by Member States by September 29, 2025.
+Added: These changes at the ‘Level 1’ legislative level include a substantial number of ‘Level 2’ measures, including by means of regulatory technical standards and implementing technical standards, several of which remain outstanding.
Further, in light of the U.K.’s withdrawal of its membership from the E.U., which is commonly referred to as “Brexit,” the passporting regime under MiFID II, which enables firms to provide services to countries across the E.U., no longer encompasses the U.K.
1 unchanged sentence
markets, however, these entities do so not on the basis of MiFID passporting rights, but as third-country entities pursuant to U.K.
−Removed: Following Brexit, VETL had continued initially to service its U.K.
−Removed: client-base by means of the U.K.
−Removed: FCA’s Temporary Permissions Regime, pursuant to which its former MiFID branch was deemed to be authorized and regulated by the FCA under U.K.
−Removed: As of December 8, 2023, VETL’s application for its London branch to be authorized as a third-country branch was approved by the FCA, facilitating the long-term operational footprint of VETL’s branch in the U.K.
+Added: As of December 8, 2023, VETL’s application for
+Added: its London branch to be authorized as a third-country branch was approved by the FCA, facilitating the long-term operational footprint of VETL’s branch in the U.K.
Each of these legislative and regulatory requirements imposes additional technological, operational and compliance costs on us.
8 unchanged sentences
We conduct our business through Virtu Financial LLC (“Virtu Financial”) and its subsidiaries.
−Removed: We completed our initial public offering (“IPO”) in April 2015, after which shares of our Class A common stock, par value $0.00001 per share (the “Class A Common Stock”) began trading on Nasdaq under the ticker symbol “VIRT.”
+Added: We completed our initial public offering (“IPO”) in April 2015, after which shares of our Class A common stock, par value $0.00001 per share (the “Class A Common Stock”) began trading on Nasdaq under the ticker symbol “VIRT.” In 2025, we transferred the listing of the Class A Common Stock from Nasdaq to NYSE.
Prior to our IPO, we completed a series of reorganization transactions (the “Reorganization Transactions”) pursuant to which, among other things, we acquired equity interests in Virtu Financial as a result of certain mergers involving wholly owned subsidiaries of ours, an affiliate of Silver Lake Partners and Temasek Holdings (Private) Limited (“Temasek”), and an affiliate of Temasek (the “Temasek Pre-IPO Member”) (the “Mergers”), and in exchange we issued to an affiliate of Silver Lake Partners (such affiliate, the “Silver Lake Post-IPO Stockholder”) and an affiliate of Temasek (such affiliate, the “Temasek Post-IPO Stockholder”, and together with the Silver Lake Post-IPO Stockholder, the “Investor Post-IPO Stockholders”), shares of our Class A Common Stock and rights to receive payments under a tax receivable agreement described below, we became the sole managing member of Virtu Financial, all of the existing equity interests in Virtu Financial were reclassified into non-voting common interest units (“Virtu Financial Units”), our certificate of incorporation was amended and restated to authorize the issuance of four classes of common stock:
18 unchanged sentences
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are available free of charge on our website as soon as possible after we electronically file them with, or furnish them to, the SEC.
+Added: The reports and the other documents that we file with the SEC are also available on the SEC’s website at www.sec.gov.
Our Investor Relations Department can be contacted at Virtu Financial, Inc., 163 3 Broadway, New York, NY, 10019, Attn:
5 unchanged sentences
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.