39 unchanged sentences
Trading income, net (“Trading Income”)
−Removed: As described in Note 2 to the consolidated financial statements, $1.822 billion of the Company’s Trading Income for the year ended December 31, 2024 is composed of changes in the fair value of trading assets and liabilities (i.e., unrealized gains and losses) and realized gains and losses on trading assets and liabilities.
+Added: As described in Note 2 to the consolidated financial statements, as of December 31, 2025, trading income, net was $2.437 billion, of which the majority relates to changes in the fair value of trading assets and liabilities (i.e.
+Added: unrealized gains and losses) and realized gains and losses on trading assets and liabilities.
Trading gains and losses on financial instruments owned and financial instruments sold, not yet purchased, are recorded on the trade date and reported on a net basis in the consolidated statements of comprehensive income.
17 unchanged sentences
Cash restricted or segregated under regulations and other
+Added: 64,744 41,478
Securities borrowed 3,191,138 2,294,529
42 unchanged sentences
Additional paid-in capital 1,541,684 1,432,240
−Removed: Retained earnings (accumulated deficit) 1,168,908 1,000,403
+Added: Retained earnings 1,519,270 1,168,908
Virtu Financial, Inc.
64 unchanged sentences
Treasury stock purchases ( 984,934 ) — — — — — ( 11,286,061 ) ( 211,662 ) — ( 19,119 ) — ( 230,781 ) — ( 230,781 )
−Removed: Stock option exercised 268,879 — — — — — — — 5,109 — — 5,109 — 5,109
Net Income — — — — — — — — — 142,036 — 142,036 121,885 263,921
1 unchanged sentence
Net change in unrealized cash flow hedges gains — — — — — — — — — — ( 21,509 ) ( 21,509 ) ( 15,484 ) ( 36,993 )
−Removed: Dividends ($ 0.24 per share of Class A common
−Removed: stock and participating Restricted Stock Unit and
−Removed: Restricted Stock Award) and distributions from
−Removed: Virtu Financial to non-controlling interest
+Added: Dividends ($ 0.24 per share of Class A common stock and participating Restricted Stock Unit and Restricted Stock Award) and distributions from Virtu Financial to non-controlling interest
— — — — — — — — — ( 94,831 ) — ( 94,831 ) ( 211,305 ) ( 306,136 )
1 unchanged sentence
Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 186,394 ) — — — — — — — — — — —
−Removed: Contributions from noncontrolling interests — — — — — — — — — — — — 39,200 39,200
Issuance of tax receivable agreements in connection with employee exchange — — — — — — — — ( 3,787 ) — — ( 3,787 ) — ( 3,787 )
7 unchanged sentences
Net change in unrealized cash flow hedges gains — — — — — — — — — — ( 18,473 ) ( 18,473 ) ( 13,778 ) ( 32,251 )
−Removed: Dividends ($ 0.24 per share of Class A common stock and participating Restricted Stock Unit and Restricted Stock Award) and distributions from Virtu Financial to non-controlling interest
+Added: Dividends ($ 0.24 per share of Class A common
+Added: stock and participating Restricted Stock Unit and
+Added: Restricted Stock Award) and distributions from
+Added: Virtu Financial to non-controlling interest
— — — — — — — — — ( 89,046 ) — ( 89,046 ) ( 210,357 ) ( 299,403 )
3 unchanged sentences
Balance at December 31, 2024 137,479,751 $ 1 8,561,970 $ — 60,091,740 $ 1 ( 52,503,426 ) $ ( 1,339,913 ) $ 1,432,240 $ 1,168,908 $ ( 7,063 ) $ 1,254,174 $ 233,203 $ 1,487,377
+Added: Cumulative-effect adjustment due to the adoption of ASU 2023-08, net of tax — — — — — — — — — 21,800 — 21,800 — 21,800
+Added: Deconsolidation of RFQ-hub — — — — — — — — — — — — ( 35,608 ) ( 35,608 )
Share based compensation 3,306,413 — — — — — — — 99,498 — — 99,498 — 99,498
4 unchanged sentences
Foreign exchange translation adjustment — — — — — — — — — — 8,995 8,995 6,736 15,731
−Removed: Net change in unrealized cash flow hedges gains — — — — — — — — — — ( 18,473 ) ( 18,473 ) ( 13,778 ) ( 32,251 )
Virtu Financial, Inc.
5 unchanged sentences
(in thousands, except share and interest data)
−Removed: Shares Amounts Shares Amounts Shares Amounts Shares Amounts Amounts
−Removed: Distribution from Virtu Financial to noncontrolling interest — — — — — — — — — — — — — —
+Added: Shares Amounts Shares Amounts Shares Amounts Shares Amounts Amounts Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (loss) Total Virtu Financial Inc.
+Added: Stockholders' Equity Noncontrolling Interest Total Equity
+Added: Net change in unrealized cash flow hedges gains — — — — — — — — — — ( 4,943 ) ( 4,943 ) 4,546 ( 397 )
Dividends ($ 0.24 per share of Class A common
3 unchanged sentences
— — — — — — — — — ( 87,691 ) — ( 87,691 ) ( 261,656 ) ( 349,347 )
−Removed: Issuance of Class A common stock — — — — — — — — — — — — — —
Issuance of Common Stock in connection with employee exchanges 566,924 — — — — — — — — — — — — —
Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 566,924 ) — — — — — — — — — — —
−Removed: Contributions from noncontrolling interests — — — — — — — — — — — — — —
Issuance of tax receivable agreements in connection with employee exchange — — — — — — — — ( 4,497 ) — — ( 4,497 ) — ( 4,497 )
16 unchanged sentences
Deferred taxes 39,273 4,247 19,069
+Added: Gain on sale of RFQ-hub ( 66,988 ) — —
Other ( 9,216 ) ( 37,145 ) ( 12,795 )
14 unchanged sentences
Accounts payable, accrued expenses and other liabilities 95,666 89,583 ( 1,534 )
−Removed: Net cash provided by operating activities 598,991 491,777 706,803
+Added: Net cash provided by (used in) operating activities 518,386 598,991 491,777
Cash flows from investing activities
1 unchanged sentence
Acquisition of property and equipment ( 22,802 ) ( 12,427 ) ( 37,774 )
+Added: Proceeds from sale of RFQ-hub 37,932 — —
Other investing activities ( 15,055 ) ( 7,534 ) ( 18,355 )
−Removed: Net cash used in investing activities ( 61,847 ) ( 94,484 ) ( 29,530 )
+Added: Net cash provided by (used in) investing activities ( 40,622 ) ( 61,847 ) ( 94,484 )
Cash flows from financing activities
9 unchanged sentences
Debt issuance costs ( 9,867 ) ( 27,392 ) ( 3,929 )
−Removed: Contributions from noncontrolling interests — — 39,200
−Removed: Net cash used in financing activities ( 469,565 ) ( 585,032 ) ( 735,745 )
+Added: Net cash provided by (used in) financing activities ( 281,045 ) ( 469,565 ) ( 585,032 )
Effect of exchange rate changes on cash and cash equivalents 15,731 ( 9,048 ) 4,957
59 unchanged sentences
On April 19, 2024, the Company entered into a Unit Purchase Agreement with MarketAxess Holdings Inc.
−Removed: (“MarketAxess”) to sell a 49 % interest in the multi-asset request-for-quote communication platform joint venture (“JV”), RFQ-hub Holdings LLC.
−Removed: See Note 3 “Business Held for Sale” for further details.
+Added: (“MarketAxess”) to sell a 49 % interest in the multi-asset request-for-quote communication platform joint venture (“JV”), RFQ-hub Holdings LLC (“RFQ-hub Holdings,” or collectively with its wholly owned or controlled subsidiaries, “RFQ-hub”).
+Added: The sale was completed on May 9, 2025.
+Added: Upon the closing of the sale, the Company retains a minority interest of approximately 2 % in RFQ-hub.
+Added: The Company ceased to control, and deconsolidated, RFQ-hub at such time.
+Added: See Note 3 “Sale of RFQ-hub” for further details.
Basis of Consolidation and Form of Presentation
2 unchanged sentences
Securities and Exchange Commission (“SEC”) regarding financial reporting with respect to Form 10-K and accounting standards generally accepted in the United States of America (“U.S.
−Removed: GAAP”) promulgated by the Financial Accounting Standards Board (“FASB”) in the Accounting Standards Codification (“ASC” or the “Codification”), and reflect all adjustments that, in the opinion of management, are normal and recurring, and that are necessary for a fair statement of the results for the periods presented.
+Added: GAAP”) promulgated by the Financial Accounting Standards Board (“FASB”) in the Accounting Standards Codification (“ASC” or the “Codification”), and reflect all
+Added: adjustments that, in the opinion of management, are normal and recurring, and that are necessary for a fair statement of the results for the periods presented.
The Consolidated Financial Statements of the Company include its equity interests in Virtu Financial and its subsidiaries.
As sole managing member of Virtu Financial, the Company exerts control over the Group’s operations.
−Removed: The Company consolidates Virtu Financial and its subsidiaries’ financial statements and records the interests in
−Removed: Virtu Financial that the Company does not own as noncontrolling interests.
+Added: The Company consolidates Virtu Financial and its subsidiaries’ financial statements and records the interests in Virtu Financial that the Company does not own as noncontrolling interests.
All intercompany accounts and transactions have been eliminated in consolidation.
73 unchanged sentences
The Company may use derivative instruments for risk management purposes, including cash flow hedges used to manage interest rate risk on long-term borrowings.
−Removed: The Company has entered into floating-to-fixed interest rate swap agreements in order to manage interest rate risk associated with its long-term debt obligations.
+Added: The Company had entered into floating-to-fixed interest rate swap agreements in order to manage interest rate risk associated with its long-term debt obligations.
For interest rate swap agreements designated as hedges, the Company assesses its risk management objectives and strategy, including identification of the hedging instrument, the hedged item and the risk exposure and how effectiveness is to be assessed prospectively and retrospectively.
5 unchanged sentences
Cash flows associated with such derivative activities are included in cash flows from operating activities on the Consolidated Statements of Cash Flows.
+Added: Digital Assets Held
+Added: Effective January 1, 2025, the Company adopted Accounting Standards Update (“ASU”) 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60) using a modified retrospective approach.
+Added: This ASU requires measurement of in-scope crypto assets at fair value with gains or losses from remeasurement recognized in net income.
+Added: The Company, through a foreign subsidiary, had previously entered into certain token purchase, grant and/or similar agreements to purchase, be granted and/or otherwise acquire a certain amount of crypto tokens.
+Added: At December 31, 2024, based on the nature of the assets, these tokens were recorded at cost within Intangibles on the Consolidated Statements of Financial Condition, in accordance with ASC 350, Intangibles—Goodwill and Other.
+Added: Upon adoption, the Company records these tokens at fair value within Other assets on the Consolidated Statements of Financial Condition.
+Added: As of January 1, 2025, the Company recorded a fair value adjustment of $ 25.4 million and established a deferred tax liability of $ 3.6 million, for a net cumulative-effect adjustment of $ 21.8 million in the beginning balance of Retained earnings.
+Added: Subsequently, the Company remeasures these tokens at fair value at the end of each reporting period with changes recognized through Other, net on the Consolidated Statements of Comprehensive Income.
+Added: The Company has other digital assets which were measured at fair value at December 31, 2024 based on the nature of the assets and the specialized accounting applied.
+Added: The Company uses the “first-in, first-out” method to determine the cost basis for its Digital assets held.
Property and Equipment
38 unchanged sentences
Trading Income, net
−Removed: Trading income, net is composed of changes in the fair value of trading assets and liabilities (i.e., unrealized gains and losses) and realized gains and losses on trading assets and liabilities.
+Added: Trading income, net is primarily composed of changes in the fair value of trading assets and liabilities (i.e., unrealized gains and losses) and realized gains and losses on trading assets and liabilities.
Trading gains and losses on financial instruments owned and financial instruments sold, not yet purchased are recorded on the trade date and reported on a net basis in the Consolidated Statements of Comprehensive Income.
45 unchanged sentences
Share-based awards issued for compensation in connection with or subsequent to the Company’s initial public offering in April 2015 (the “IPO”) and certain reorganization transactions consummated in connection with the IPO (the “Reorganization Transactions”) pursuant to the Virtu Financial, Inc.
−Removed: 2015 Management Incentive Plan (as amended, the “Amended and Restated 2015 Management Incentive Plan”) are in the form of stock options, Class A common stock, par value $ 0.00001 per share (the “Class A Common Stock”), RSAs and RSUs, as applicable.
+Added: 2015 Management Incentive Plan (as amended, the “Second Amended and Restated 2015 Management Incentive Plan”) are in the form of stock options, Class A common stock, par value $ 0.00001 per share (the “Class A Common Stock”), RSAs and RSUs, as applicable.
The fair values of the Class A Common Stock and RSUs are determined based on the volume weighted average price for the three days preceding the grant.
8 unchanged sentences
Accounting Pronouncements, Recently Adopted
−Removed: Fair Value Measurement - In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (Topic 820) .
−Removed: The ASU clarifies the impact of contractual sale restrictions on the fair value of an equity security.
−Removed: Additionally, this ASU requires disclosure of the nature and remaining duration of the sale restriction.
−Removed: The Company adopted this ASU on January 1, 2024, and it did not have a material impact on its Consolidated Financial Statements.
−Removed: Leases—Common Control Arrangements - In March 2023, the FASB issued ASU 2023-01, Leases—Common Control Arrangements (Topic 842) .
−Removed: This ASU provides updated guidance for accounting for common control leases and leasehold improvements.
−Removed: The Company adopted this ASU on January 1, 2024, and it did not have a material impact on its Consolidated Financial Statements.
−Removed: Investments—Equity Method and Joint Ventures - In March 2023, the FASB issued ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323) .
−Removed: This ASU provides updated guidance for accounting for investments in tax credit structures.
−Removed: The Company adopted this ASU on January 1, 2024, and it did not have a material impact on its Consolidated Financial Statements.
−Removed: Segment Reporting - In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) .
−Removed: This ASU requires incremental disclosures related to a public entity’s reportable segments.
−Removed: It aims to provide financial statement users with more disaggregated information, specifically, significant expenses for each reportable segment.
−Removed: The Company adopted this ASU during the year ended December 31, 2024 and included additional required disclosures in Note 22 “Geographic Information and Business Segments.” The ASU did not have other material impact on the Company’s Consolidated Financial Statements.
−Removed: Accounting Pronouncements, Not Yet Adopted as of December 31, 2024
Business Combinations—Joint Venture Formations - In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60) .
This ASU provides updated guidance on accounting for the formation of joint ventures.
−Removed: This ASU is effective prospectively for joint ventures formed on or after January 1, 2025.
−Removed: The Company does not expect it to have a material impact on its Consolidated Financial Statements.
+Added: The Company adopted this ASU on January 1, 2025, and it did not have a material impact on the Company’s Consolidated Financial Statements.
Intangibles—Goodwill and Other—Crypto Assets - In December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60) .
This ASU requires measurement of in-scope crypto assets at fair value and provides updated guidance on presentation and disclosure requirements for crypto assets.
−Removed: This ASU is effective for periods beginning after December 15, 2024.
−Removed: The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on its Consolidated Financial Statements and related disclosures.
−Removed: Income Taxes - In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) .
−Removed: This ASU requires disclosure of additional information on effective tax rate reconciliation and income taxes paid.
−Removed: This ASU is effective for periods beginning after December 15, 2024.
−Removed: The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on its Consolidated Financial Statements and related disclosures.
+Added: The Company adopted this ASU on January 1, 2025.
+Added: See above and Note 11 “Digital Assets Held” for details on the impact of the adoption.
Compensation—Stock Compensation - In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718) .
This ASU clarifies ASC 718 scope application for profits interest or similar awards through illustrative examples.
−Removed: This ASU is effective for periods beginning after December 15, 2024.
−Removed: The Company is currently evaluating the impact of this ASU, but does not expect it to have a material impact on its Consolidated Financial Statements and related disclosures.
+Added: The Company adopted this ASU on January 1, 2025, and it did not have a material impact on the Company’s Consolidated Financial Statements.
Codification Improvements - In March 2024, the FASB issued ASU 2024-02, Codification Improvements.
This ASU aims to improve and simplify the language and structure of the Codification by removing references to Concepts Statements.
−Removed: This amendment is effective for periods beginning after December 15, 2024.
−Removed: The Company is currently evaluating the impact of this ASU, but does not expect it to have a material impact on its Consolidated Financial Statements and related disclosures.
−Removed: Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures - In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) .
−Removed: This ASU requires disclosure of disaggregated information of Income Statement expense captions that include certain costs, such as employee compensation, depreciation, and intangible asset amortization.
−Removed: It also requires disclosure of the total amounts of selling expenses, along with an entity's definition of selling expenses.
−Removed: This amendment is
−Removed: effective for periods beginning after December 15, 2027.
−Removed: The Company is currently evaluating the impact of this ASU, but does not expect it to have a material impact on its Consolidated Financial Statements and related disclosures.
−Removed: Business Held for Sale
+Added: The Company adopted this ASU on January 1, 2025, and it did not have a material impact on the Company’s Consolidated Financial Statements.
+Added: Income Taxes - In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) .
+Added: This ASU requires disclosure of additional disaggregated information on effective tax rate reconciliation and income taxes paid.
+Added: This ASU is effective for periods beginning after December 15, 2024.
+Added: The Company adopted this ASU on a prospective basis during the year ended December 31, 2025 and included additional required disclosures in Note 15 “Income Taxes.” The ASU did not have other material impact on the Company’s Consolidated Financial Statements.
+Added: Accounting Pronouncements, Not Yet Adopted as of December 31, 2025
+Added: Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures - In November 2024 and January 2025, the FASB issued ASU 2024-03 and ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).
+Added: These ASUs require disclosure of disaggregated information of Income Statement expense captions that include certain costs, such as employee compensation, depreciation, and intangible asset amortization.
+Added: They also require disclosure of the total amounts of selling expenses, along with an entity's definition of selling expenses.
+Added: The amendments are effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027.
+Added: The Company is currently evaluating the impact of these ASUs, but does not expect them to have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
+Added: Business Combinations and Consolidation - In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) .
+Added: This ASU clarifies the requirement for identifying the accounting acquirer in a business combination involving a Variable Interest Entity (“VIE”).
+Added: This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods.
+Added: The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
+Added: Intangibles—Goodwill and Other—Internal-Use Software - In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) .
+Added: This ASU updates the capitalization criteria for internal-use software cost by removing references to software development project stages.
+Added: This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods.
+Added: The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
+Added: Derivatives and Hedging - In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815) .
+Added: This ASU incorporates targeted improvements to the hedge accounting guidance intended to better align financial reporting with the economics of an entity’s risk management activities.
+Added: This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods.
+Added: The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
+Added: Interim Reporting - In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) .
+Added: This ASU provides clarity and enhances the navigability of existing interim disclosures required by U.S.
+Added: This ASU is effective for interim reporting periods beginning after December 15, 2027.
+Added: The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
+Added: Codification Improvements - In December 2025, the FASB issued ASU 2025-12, Codification Improvements (Evergreen) .
+Added: This ASU improves the ASC for a broad range of Topics through technical corrections, clarifications, and other minor enhancements.
+Added: This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods.
+Added: The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
+Added: Sale of RFQ-hub
+Added: RFQ‑hub is a multi‑asset platform for global listed and over‑the‑counter (“OTC”) financial instruments.
+Added: It 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.
+Added: In May 2022, the Company formed a consortium of strategic
+Added: partners and investors to own and support the growth of the RFQ-hub business.
+Added: 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.
On April 19, 2024, the Company entered into a Unit Purchase Agreement with MarketAxess Holdings Inc.
(“MarketAxess”) pursuant to which the Company has agreed to sell a 49 % interest in the multi-asset request-for-quote communication platform JV, RFQ-hub Holdings LLC (“RFQ-hub Holdings,” or collectively with its wholly owned or controlled subsidiaries, “RFQ-hub”, which includes RFQ-hub Americas LLC, or “RAL”).
−Removed: The sale is anticipated to close in 2025 but remains subject to various closing conditions including the receipt of certain regulatory approvals.
−Removed: Upon the closing of the sale, the Company will retain a minority stake in RFQ-hub.
−Removed: A summary of the assets and liabilities of business held for sale is summarized as follows:
−Removed: (in thousands)
−Removed: Business assets and liabilities held for sale as of December 31, 2024:
+Added: On May 9, 2025, the Company completed the sale of a 49 % interest in RFQ-hub to MarketAxess for total gross proceeds of $ 37.9 million in cash.
+Added: Upon the closing of the sale, the Company retains a minority interest of approximately 2 % in RFQ-hub.
+Added: The Company deconsolidated RFQ-hub and recognized a gain on sale of $ 67.0 million, which was recorded in Other, net on the Consolidated Statements of Comprehensive Income.
+Added: A summary of the gain on sale and deconsolidation of RFQ-hub is as follows:
+Added: (in thousands) May 9, 2025
+Added: Total sale proceeds received $ 37,932
+Added: Retained noncontrolling investments 1,548
+Added: Carrying value of noncontrolling interest deconsolidated 35,608
+Added: Carrying value of RFQ-hub’s net assets:
+Added: Cash and cash equivalents $ 1,554
Receivables from broker-dealers and clearing organizations 512
3 unchanged sentences
Liabilities $ ( 1,684 )
−Removed: Total carrying value of RFQ-hub as of December 31, 2024:
+Added: Total carrying value of RFQ-hub’s net assets $ 8,100
+Added: Gain on sale of RFQ-hub $ 66,988
+Added: At December 31, 2024, the assets and liabilities of RFQ-hub classified as Assets and Liabilities of business held for sale on the Consolidated Statements of Financial Condition are summarized as follows:
+Added: (in thousands) December 31, 2024
+Added: Business assets and liabilities held for sale:
+Added: Receivables from broker-dealers and clearing organizations $ 194
+Added: Property, equipment and capitalized software (net) 854
+Added: Intangibles (net) 3,486
+Added: Other assets 81
+Added: Liabilities $ ( 1,526 )
+Added: Total carrying value of RFQ-hub $ 3,089
Earnings per Share
23 unchanged sentences
Issued and outstanding 85,216,028 87,482,162 94,076,165
−Removed: Issuable pursuant to Amended and Restated 2015 Management Incentive Plan 339,414 — 424,676
+Added: Issuable pursuant to Second Amended and Restated 2015 Management Incentive Plan 102,408 339,414 —
85,318,436 87,821,576 94,076,165
Diluted earnings per share $ 5.13 $ 2.97 $ 1.42
−Removed: (1) Excluded from the computation of diluted Earnings per share were 37,274 unexercised stock options for the year ended December 31, 2023, because inclusion of the options would have been anti-dilutive.
−Removed: There were none excluded for the year ended December 31, 2024.
Tax Receivable Agreements
−Removed: In connection with the IPO and the Reorganization Transactions, the Company entered into tax receivable agreements (“TRA”) to make payments to certain pre-IPO equity holders (“Virtu Members”) that are generally equal to 85 % of the applicable cash tax savings, if any, that the Company actually realizes as a result of favorable tax attributes that were and will continue to be available to the Company as a result of the Reorganization Transactions, exchanges of membership interests for Class A Common Stock or Class B common stock, par value $ 0.00001 per share (the “Class B Common Stock”), (an “Exchange”), and payments made under the tax receivable agreements.
+Added: In connection with the IPO and the Reorganization Transactions, the Company entered into tax receivable agreements (“TRA”) to make payments to certain pre-IPO equity holders (“Virtu Members”) or their permitted assignees that are generally equal to 85 % of the applicable cash tax savings, if any, that the Company actually realizes as a result of favorable tax attributes that were and will continue to be available to the Company as a result of the Reorganization Transactions, exchanges of membership interests for Class A Common Stock or Class B common stock, par value $ 0.00001 per share (the “Class B Common Stock”), (an “Exchange”), and payments made under the tax receivable agreements.
An Exchange during the year will give rise to favorable tax attributes that may generate cash tax savings specific to the Exchange to be realized over a specific period of time (generally 15 years).
22 unchanged sentences
Balance as of period-end $ 755,292 $ 393,634 $ — $ 1,148,926
−Removed: As described in Note 3 “Business Held for Sale”, the Company reclassified an aggregated net carrying amount of $ 3.5 million ($ 7.5 million of gross carrying amount net of $ 4.0 million accumulated amortization) from Intangible assets to Assets of business held for sale.
As of December 31, 2025 and December 31, 2024, the Company’s total amount of intangible assets recorded was $ 154.9 million and $ 203.2 million, respectively.
9 unchanged sentences
ETF buyer relationships 950 ( 950 ) — 9
−Removed: Other 1,125 — 1,125 Indefinite
$ 630,523 $ ( 475,592 ) $ 154,931
10 unchanged sentences
$ 631,648 $ ( 428,460 ) $ 203,188
+Added: At December 31, 2024, as described in Note 3 “Sale of RFQ-hub”, the Company reclassified an aggregated net carrying amount of $ 3.5 million ($ 7.5 million of gross carrying amount net of $ 4.0 million accumulated amortization) from Intangible assets to Assets of business held for sale.
+Added: The sale of RFQ-hub was completed on May 9, 2025, and the Company disposed of these Assets of business held for sale at such time.
Amortization expense relating to finite-lived intangible assets was approximately $ 47.1 million, $ 50.5 million, and $ 64.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.
2 unchanged sentences
(in thousands)
+Added: 2026 $ 47,132
Receivables from/Payables to Broker-Dealers and Clearing Organizations
44 unchanged sentences
Broker-dealer credit facilities $ 10,000 $ — $ 10,000
+Added: Short-term bank loans 28,541 — 28,541
+Added: $ 38,541 $ — $ 38,541
Broker-Dealer Credit Facilities
7 unchanged sentences
Borrowing Base A Loans are available up to $ 650 million and bear interest at the adjusted Secured Overnight Financing Rate (“SOFR”) or base rate plus 1.25 % per annum.
−Removed: Borrowing Base B Loans are subject to a sublimit of $ 300 million and bear interest at the adjusted SOFR or base rate plus 2.50 % per annum.
+Added: Borrowing Base B Loans are subject to a sublimit of $ 300 million, which was amended to $ 350 million in February 2025, and bear interest at the adjusted SOFR or base rate plus 2.50 % per annum.
A commitment fee of 0.50 % per annum on the average daily unused portion of this facility is payable quarterly in arrears.
21 unchanged sentences
$ 1,060,000 $ 10,000 $ — $ 10,000
−Removed: (1) $ 2.3 million of deferred debt issuance costs are included within Other assets on the Consolidated Statement of Financial Condition.
+Added: (1) $ 0.3 million of deferred debt issuance costs are included within Other assets on the Consolidated Statements of Financial Condition.
+Added: (2) Interest rate for Borrowing Base A Loan and Borrowing Base B Loan under the Committed Facility was 5.75 % and 7.00 %, respectively.
+Added: There was no balance outstanding under Borrowing Base B Loan as of December 31, 2024.
The following summarizes interest expense for the broker-dealer facilities.
9 unchanged sentences
The Company’s international securities clearance and settlement activities are funded with operating cash or with short-term bank loans in the form of overdraft facilities.
−Removed: At December 31, 2024, there was $ 28.5 million of short-term bank loans associated with international settlement activities outstanding under these facilities at a weighted average interest rate of approximately 5.0 %.
−Removed: At December 31, 2023, there was no balance associated with international settlement activities outstanding under these facilities.
+Added: At December 31, 2025 and December 31, 2024, there were $ 2.4 million and $ 28.5 million, respectively, of short-term bank loans associated with international settlement activities outstanding under these facilities, at a weighted average interest rate of approximately 1.3 % and 5.0 %, respectively.
Outstanding short-term bank loan balances are included within Short-term borrowings on the Consolidated Statements of Financial Condition.
1 unchanged sentence
entered into an agreement with a financial institution for a short-term bank loan with a total capacity of $ 50.0 million.
−Removed: At December 31, 2024, there was no balance outstanding under this short-term bank loan.
+Added: At December 31, 2025 and December 31, 2024, there was no balance outstanding under this short-term bank loan.
Prime Brokerage Credit Facilities
33 unchanged sentences
Long-term borrowings:
−Removed: First Lien Term Loan Facility January 2029 8.46 % $ 1,727,000 $ ( 3,107 ) $ ( 21,504 ) $ 1,702,389
+Added: First Lien Term B-1 Loan Facility June 2031 7.11 % $ 1,245,000 $ ( 2,876 ) $ ( 15,242 ) $ 1,226,882
+Added: Senior Secured First Lien Notes June 2031 7.50 % 500,000 — ( 8,680 ) 491,320
SBI bonds January 2026 5.00 % 22,265 — — 22,265
3 unchanged sentences
as administrative agent and JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA, RBC Capital Markets, Barclays Bank plc, Jefferies Finance LLC, BMO Capital Markets Corp., and CIBC World Markets Corp., as joint lead arrangers and bookrunners (the “Original Credit Agreement”).
−Removed: The Original Credit Agreement provides (i) a senior secured first lien term loan in an aggregate principal amount of $ 1,800.0 million, drawn in its entirety on the Original Credit Agreement Closing Date, the proceeds of which were used by VFH to repay all amounts outstanding under the previous credit agreement entered into in relation to the ITG Acquisition, to pay fees and expenses in connection therewith, to fund share repurchases under the Company’s repurchase program, and for general corporate purposes, and (ii) a $ 250.0 million senior secured first lien revolving facility to VFH, with a $ 20.0 million letter of credit subfacility and a $ 20.0 million swingline subfacility.
+Added: The Original Credit Agreement provides (i) a senior secured first lien term loan in an aggregate principal amount of $ 1,800.0 million, drawn in its entirety on the Credit Agreement Closing Date, the proceeds of which were used by VFH to repay all amounts outstanding under the previous credit agreement entered into in relation to the ITG Acquisition, to pay fees and expenses in connection therewith, to fund share repurchases under the Company’s repurchase program, and for general corporate purposes, and (ii) a $ 250.0 million senior secured first lien revolving facility to VFH, with a $ 20.0 million letter of credit subfacility and a $ 20.0 million swingline subfacility.
The term loan borrowings and revolver borrowings under the Original Credit Agreement bear interest at a per annum rate equal to, at the Company’s election, 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) an adjusted term SOFR rate with an interest period of one month plus 1.00 % and (d)(1) in the case of term loan borrowings, 1.50 % and (2) in the case of revolver borrowings, 1.00 %, plus, (x) in the case of term loan borrowings, 2.00 % and (y) in the case of revolver borrowings, 1.50 %, or (ii) the greater of (a) an adjusted term SOFR rate for the interest period in effect and (b) (1) in the case of term loan borrowings, 0.50 % and (2) in the case of revolver borrowings, 0.00 %, plus, (x) in the case of term loan borrowings, 3.00 % and (y) in the case of revolver borrowings, 2.50 %.
2 unchanged sentences
On December 12, 2023, the Company made a voluntary prepayment of $ 55.0 million, and the payment is applied toward subsequent annual amortization installments.
−Removed: In October 2019, the Company entered into a five-year $ 525.0 million floating-to-fixed interest rate swap agreement.
−Removed: In January 2020, the Company also entered into a five-year $ 1,000.0 million floating-to-fixed interest rate swap agreement.
−Removed: These two interest rate swaps met the criteria to be considered and were designated qualifying cash flow hedges under ASC 815 in the first quarter of 2020, and they effectively fixed interest payment obligations on $ 525.0 million and $ 1,000 million of principal under the previous first lien term loan facility in relation to the ITG Acquisition at rates of 4.3 % and 4.4 % through
−Removed: September 2024 and January 2025, respectively.
−Removed: In April 2021, each of the swap agreements described above was novated to another counterparty and amended in connection with such novation.
−Removed: The amendments included certain changes to collateral posting obligations, and also had the effect of increasing the effective fixed interest payment obligations to rates of 4.5 %, with respect to the earlier maturing swap arrangement, and 4.6 % with respect to the later maturing swap arrangement.
−Removed: In January 2022, in order to align the swap agreements with the Original Credit Agreement, the Company amended each of the swap agreements to align the floating rate term of such swap agreements to SOFR.
−Removed: The effective fixed interest payment obligations remained at 4.5 %, with respect to the earlier maturing swap arrangement, and 4.6 % with respect to the later maturing swap arrangement.
+Added: In January 2022, in order to align the swap agreements with the Original Credit Agreement, the Company amended its existing five-year $ 525.0 million floating-to-fixed interest rate swap agreement and five-year $ 1,000.0 million floating-to-fixed interest rate swap agreement to align the floating rate term of such swap agreements to SOFR.
+Added: These two interest rate swaps met the criteria to be considered and were designated as qualifying cash flow hedges under ASC 815, and they effectively fixed
+Added: interest payment obligations on $ 525.0 million and $ 1,000.0 million of principal under the first lien term loan facility in relation to the Original Credit Agreement at rates of 4.5 % and 4.6 % through September 2024 and January 2025, respectively.
In December 2023, the Company terminated the two interest rate swap arrangements and received $ 55.8 million in proceeds from the counterparty.
2 unchanged sentences
The December 2023 Swap met the criteria to be considered and was designated as a qualifying cash flow hedge under ASC 815 as of December 2023, and it effectively fixed interest payment obligations on $ 1,525.0 million of principal under the first lien term loan facility at a rate of 7.5 % through November 2025, based on the interest rates set forth in the Original Credit Agreement.
−Removed: On June 21, 2024 (the “Amendment Effective Date”), the Company entered into Amendment No.
−Removed: 1 to the Original Credit Agreement (the “Credit Agreement”) and completed the issuance of the Notes (as defined below).
−Removed: Pursuant to the Credit Agreement, $ 1,245.0 million in aggregate principal amount of Senior Secured First Lien Term B-1 Loans due 2031 (the “New Term Loans”) were issued, the proceeds of which were used, along with the proceeds of the Notes, to repay in full all term loans previously outstanding under the Original Credit Agreement.
−Removed: Additionally, the Credit Agreement provides an increase in its senior secured first lien revolving credit facility from $ 250.0 million to $ 300.0 million and an extension of the maturity thereof to three years after the Amendment Effective Date.
−Removed: The New Term Loans will 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 1.00 % and (d) 1.00 %, plus, in each case, 1.75 %, or (ii) the greater of (x) term SOFR for the interest period in effect and (y) 0 %, plus, in each case, 2.75 %.
−Removed: The New Term Loans will mature on the seventh anniversary of the Amendment Effective Date and amortize in annual installments equal to 1.0 % of the original aggregate principal amount of the New Term Loans.
−Removed: The New Term Loans are also subject to contingent principal payments based on excess cash flow and certain other triggering events.
+Added: On June 21, 2024 (the “Amendment No.
+Added: 1 Effective Date”), the Company entered into Amendment No.
+Added: 1 to the Original Credit Agreement (the “First Amended Credit Agreement”) and completed the issuance of the Notes (as defined below).
+Added: Pursuant to the First Amended Credit Agreement, $ 1,245.0 million in aggregate principal amount of Senior Secured First Lien Term B-1 Loans due 2031 (the “Term B-1 Loans”) were issued, the proceeds of which were used, along with the proceeds of the Notes, to repay in full all term loans previously outstanding under the Original Credit Agreement.
+Added: Additionally, the First Amended Credit Agreement provides an increase in its senior secured first lien revolving credit facility from $ 250.0 million to $ 300.0 million and an extension of the maturity thereof to three years after the Amendment No.
+Added: 1 Effective Date.
+Added: The Term B-1 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 1.00 % and (d) 1.00 %, plus, in each case, 1.75 %, or (ii) the greater of (x) term SOFR for the interest period in effect and (y) 0 %, plus, in each case, 2.75 %.
+Added: The Term B-1 Loans will mature on the seventh anniversary of the Amendment No.
+Added: 1 Effective Date and amortize in annual installments equal to 1.0 % of the original aggregate principal amount of the Term B-1 Loans.
+Added: The Term B-1 Loans are also subject to contingent principal payments based on excess cash flow and certain other triggering events.
+Added: In connection with its entry into the First Amended Credit Agreement and the associated reduction in term loan balance, the Company partially terminated the December 2023 Swap, reducing the notional amount thereof from $ 1,525.0 million to $ 1,075.0 million and received $ 2.0 million in proceeds from the counterparty.
+Added: The cash flow hedge was proportionally dedesignated under ASC 815 as of June 21, 2024.
+Added: As a result of the partial dedesignation, we recognized a gain of $ 5.7 million in Other Income.
+Added: The remaining interest rate swap effectively fixed interest payment obligations on the $ 1,075.0 million of principal of the Term B-1 Loans at a rate of 7.17 % through November 2025, based on the interest rates set forth in the First Amended Credit Agreement.
+Added: On February 19, 2025 (the “Amendment No.
+Added: 2 Effective Date”), the Company entered into Amendment No.
+Added: 2 to the First Amended Credit Agreement (“Amendment No.
+Added: Amendment No.
+Added: 2 amended 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.
+Added: 2 Effective Date.
+Added: On September 23, 2025 (the “Amendment No.
+Added: 3 Effective Date”), the Company entered into Amendment No.
+Added: 3 to the First Amended Credit Agreement (“Amendment No.
+Added: Amendment No.
+Added: 3 amended the Credit Agreement to effect the issuance of incremental Senior Secured First Lien Term B-2 Loans in the amount of $ 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”).
+Added: 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 %.
+Added: The Term B-2 Loans will mature on June 21, 2031 and amortize in annual installments equal to 1.0 % of the original aggregate principal amount of the Term B-2 Loans due on each anniversary of the Amendment No.
+Added: 2 Effective Date.
+Added: The Term B-2 Loans are also subject to contingent principal payments based on excess cash flow and certain other triggering events.
+Added: The interest rate swap effectively fixed 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.
+Added: The cash flow hedge was discontinued upon the termination of the interest rate swap in November 2025.
The revolving facility under the Credit Agreement is subject to a springing net first lien leverage ratio test which may spring into effect as of the last day of a fiscal quarter if usage of the aggregate revolving commitments exceeds a specified level as of such date.
3 unchanged sentences
If an event of default occurs and is continuing, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration of amounts outstanding under the Credit Agreement and all actions permitted to be taken by a secured creditor in respect of the collateral securing the obligations under the Credit Agreement.
−Removed: As of December 31, 2024, $ 1,245.0 million was outstanding under the term loans, and there were no amounts outstanding under the first lien revolving facility.
−Removed: In connection with its entry into the Credit Agreement and the associated reduction in term loan balance, the Company partially terminated the December 2023 Swap, reducing the notional amount thereof from $ 1,525.0 million to $ 1,075.0 million and received $ 2.0 million in proceeds from the counterparty.
−Removed: The cash flow hedge was proportionally dedesignated under ASC 815 as of June 21, 2024.
−Removed: As a result of the partial dedesignation, we recognized a gain of $ 5.7 million in Other Income.
−Removed: The current interest rate swap effectively fixed interest payment obligations on the $ 1,075.0 million of principal of the New Term Loans at a rate of 7.17 % through November 2025, based on the interest rates set forth in the Credit Agreement.
+Added: As of December 31, 2025, $ 1,545.0 million was outstanding under the current term loans, and there were no amounts outstanding under the first lien revolving facility.
Senior Secured First Lien Notes
32 unchanged sentences
Dollar) with the changes reflected in Other, net in the Consolidated Statements of Comprehensive Income.
−Removed: In December 2022, the maturity of the SBI Bonds was extended to 2026.
−Removed: The principal balance was ¥ 3.5 billion ($ 22.3 million) as of December 31, 2024 and ¥ 3.5 billion ($ 24.8 million) as of December 31, 2023.
−Removed: The Company had gains of $ 2.6 million, $ 1.9 million, and $ 4.0 million during the years ended December 31, 2024, 2023, and 2022, respectively, due to changes in foreign currency rates.
+Added: In December 2022, the maturity of the SBI Bonds was extended to 2026, and in December 2025, the maturity of the SBI Bonds was extended to 2029.
+Added: The principal balance was ¥ 3.5 billion ($ 22.3 million) as of December 31, 2025 and December 31, 2024.
+Added: The Company had a loss of $ 0.1 million, a gain of $ 2.6 million, and a gain of $ 1.9 million during the years ended December 31, 2025, 2024, and 2023, respectively, due to changes in foreign currency rates.
As of December 31, 2025, aggregate future required minimum principal payments based on the terms of the long-term borrowings were as follows:
(in thousands)
+Added: 2026 $ 15,450
Thereafter 1,967,750
3 unchanged sentences
The fair value of equities, options, on-the-run U.S.
−Removed: government obligations, exchange traded notes and digital assets is estimated using recently executed transactions and market price quotations in active markets and are categorized as Level 1 with the exception of inactively traded equities and certain other financial instruments, which are categorized as Level 2.
+Added: government obligations, certain exchange traded notes and digital assets is estimated using recently executed transactions and market price quotations in active markets and are categorized as Level 1 with the exception of inactively traded equities, all other exchange traded notes and certain other financial instruments, which are categorized as Level 2.
The Company’s corporate bonds, derivative contracts, other U.S.
38 unchanged sentences
Payables to broker dealers and clearing organizations:
−Removed: Interest rate swap $ — $ 2,572 $ — $ — $ 2,572
Payables linked to digital assets $ — $ 181,272 $ — $ — $ 181,272
16 unchanged sentences
Equity investment $ — $ — $ 75,843 $ — $ 75,843
+Added: Digital assets 81,671 — — — 81,671
Exchange stock 812 — — — 812
$ 82,483 $ — $ 75,843 $ — $ 158,326
+Added: Receivables from broker dealers and clearing organizations:
+Added: Receivables linked to digital assets $ — $ 51,595 $ — $ — $ 51,595
+Added: $ — $ 51,595 $ — $ — $ 51,595
Financial instruments sold, not yet purchased, at fair value:
8 unchanged sentences
Interest rate swap $ — $ 2,572 $ — $ — $ 2,572
+Added: Payables linked to digital assets — 134,164 — — 134,164
$ — $ 136,736 $ — $ — $ 136,736
13 unchanged sentences
Discount rate 16.2 % - 16.2 %
−Removed: Market Future enterprise value/ EBIDTA ratio 7.5 x - 18.0 x
+Added: Market Future enterprise value/ EBITDA ratio 9.5 x - 20.1 x
December 31, 2024
2 unchanged sentences
Discount rate 16.4 % - 16.4 %
−Removed: Market Future enterprise value/ EBIDTA ratio 8.7 x - 17.8 x
+Added: Market Future enterprise value/ EBITDA ratio 7.5 x - 18.0 x
Changes in the fair value of the JNX Investment are included within Other, net in the Consolidated Statements of Comprehensive Income.
78 unchanged sentences
Total $ 4,489,382 $ ( 204,775 ) $ 4,284,607 $ ( 4,071,886 ) $ ( 150,169 ) $ 62,552
−Removed: Gross Amounts of Recognized Liabilities Amounts Offset in the Consolidated Statements of Financial Condition Net Amounts of Liabilities Presented in the Consolidated Statement of Financial Condition Amounts Not Offset in the Consolidated Statements of Financial Condition
+Added: Gross Amounts of Recognized Liabilities Amounts Offset in the Consolidated Statements of Financial Condition Net Amounts of Liabilities Presented in the Consolidated Statements of Financial Condition Amounts Not Offset in the Consolidated Statements of Financial Condition
(in thousands) Financial Instrument Collateral
3 unchanged sentences
Securities sold under agreements to repurchase 1,405,639 — 1,405,639 ( 1,404,924 ) — 715
−Removed: Payable to broker-dealers and clearing organizations:
−Removed: Interest rate swaps 2,572 — 2,572 — — 2,572
Trading liabilities, at fair value:
12 unchanged sentences
Total $ 4,050,863 $ ( 676,905 ) $ 3,373,958 $ ( 3,205,807 ) $ ( 94,732 ) $ 73,419
−Removed: Gross Amounts of Recognized Liabilities Amounts Offset in the Consolidated Statements of Financial Condition Net Amounts of Liabilities Presented in the Consolidated Statement of Financial Condition Amounts Not Offset in the Consolidated Statements of Financial Condition
+Added: Gross Amounts of Recognized Liabilities Amounts Offset in the Consolidated Statements of Financial Condition Net Amounts of Liabilities Presented in the Consolidated Statements of Financial Condition Amounts Not Offset in the Consolidated Statements of Financial Condition
(in thousands) Financial Instrument Collateral Counterparty Netting/ Cash Collateral Net Amount
31 unchanged sentences
Total $ 2,431,878 $ — $ — $ — $ — $ 2,431,878
+Added: Digital Assets Held
+Added: The following table summarizes Digital assets held at December 31, 2025 and December 31, 2024:
+Added: (in thousands, except units) December 31, 2025 December 31, 2024
+Added: Units Cost Basis Fair Value Carrying Value
+Added: Bitcoin 1,274 $ 112,392 $ 111,760 $ 59,925
+Added: Other NM 41,802 42,850 22,871
+Added: Total Digital assets held $ 154,194 $ 154,610 $ 82,796
+Added: As of December 31, 2025, 50.0 million PYTH tokens with a fair value of $ 2.8 million are subject to selling restrictions.
+Added: The time-based selling restrictions will unlock annually between 2026 and 2027.
+Added: The following table presents a reconciliation of the Company’s Digital assets held:
+Added: (in thousands) Value of Digital Assets Held
+Added: At December 31, 2024 $ 82,796
+Added: Cumulative-effect adjustment due to the adoption of ASU 2023-08 25,358
+Added: Additions (1) 118,691,937
+Added: Dispositions (2) ( 118,594,821 )
+Added: Gains (3) 20,147
+Added: Losses (3) ( 70,807 )
+Added: At December 31, 2025 $ 154,610
+Added: (1) Additions primarily include purchases of digital assets.
+Added: (2) Dispositions primarily include sales of digital assets.
+Added: (3) Gains and losses are recorded primarily in Trading income, net within the Consolidated Statements of Comprehensive Income.
+Added: These amounts include cumulative realized gains of $ 20.2 million and cumulative realized losses of $ 48.9 million during the year ended December 31, 2025.
Derivative Instruments
27 unchanged sentences
Options Trading income, net ( 13,756 ) 100,174 21,224
−Removed: Interest rate swap on term loan (1) Other, net 5,686 ( 1,720 ) ( 1,879 )
+Added: Interest rate swap on term loans (1) Other, net — 5,686 ( 1,720 )
Terminated interest rate swaps (2) Financing interest expense on long-term borrowings ( 3,216 ) ( 39,782 ) ( 3,994 )
6 unchanged sentences
In June 2024, the Company partially terminated and dedesignated a portion of our ongoing December 2023 Swap to an updated notional of $ 1,075 million, and recorded a gain of $ 5.7 million in Other, net.
+Added: In November 2025, the cash flow hedge was discontinued upon the termination of the December 2023 Swap in accordance with its contractual terms, and no further gains or losses related to this instrument are recorded in Other comprehensive income.
See Note 9 “Borrowings” for further details.
(2) The Company records the amortization of AOCI balances related to its previously terminated interest rate swaps in Financing interest expense on long-term borrowings on the Consolidated Statements of Comprehensive Income.
−Removed: See Note 9 “Borrowings” for further details on the terminated swaps.
+Added: See Note 9 “Borrowings” for further details on the previously terminated swaps.
Variable Interest Entities
14 unchanged sentences
The Company’s JVs noted above meet the criteria to be considered VIEs, which it does not consolidate.
−Removed: The Company records its interest in the JVs under the equity method of accounting and records its investment in the JVs within Other assets and its amounts payable for communication services provided by the telecommunication JVs within Accounts payable, accrued
−Removed: expenses and other liabilities on the Statements of Financial Condition as applicable.
+Added: The Company records its interest in the JVs under the equity method of accounting and records its investment in the JVs within Other assets
+Added: and its amounts payable for communication services provided by the telecommunication JVs within Accounts payable, accrued expenses and other liabilities on the Statements of Financial Condition as applicable.
The Company records its pro-rata share of each JV’s earnings or losses within Other, net and fees related to the use of communication services provided by the JVs within Communications and data processing on the Consolidated Statements of Comprehensive Income.
9 unchanged sentences
The Company formed a JV to support the growth and expansion of a multi-asset request-for-quote communication platform in 2022.
−Removed: As of December 31, 2024, the Company held a 51 % controlling interest in this entity.
−Removed: This JV meets the criteria to be considered a VIE, and based on the standard for control set forth above, the Company consolidates this entity and records the interest that the Company does not own as noncontrolling interest in the Consolidated Financial Statements.
+Added: Upon the formation of the JV, the Company held a 51 % controlling interest.
+Added: The JV met the criteria to be considered a VIE, and based on the standard for control set forth above, the Company consolidated this entity and recorded the interest that the Company did not own as noncontrolling interest in the Consolidated Financial Statements.
On April 19, 2024, the Company entered into an agreement to sell a 49 % interest in the multi-asset request-for-quote communication platform JV.
−Removed: The sale is subject to various closing conditions including the receipt of certain regulatory approvals.
−Removed: Upon the closing of the sale, the Company will retain a minority stake in the JV.
−Removed: See Note 3 “Business Held for Sale” for further details.
+Added: The sale was completed on May 9, 2025.
+Added: Upon the closing of the sale, the Company retains a minority interest of approximately 2 % in RFQ-hub.
+Added: The Company ceased to control, and deconsolidated, RFQ-hub at such time.
+Added: See Note 3 “Sale of RFQ-hub” for further details.
Revenues from Contracts with Customers
16 unchanged sentences
The Company provides OMS and related software products and connectivity services to customers and recognizes license fee revenues and monthly connectivity fees.
−Removed: License fee revenues, generated for the use of the Company’s OMS and
−Removed: other software products, are fixed and recognized at the point in time at which the customer is able to use and benefit from the license.
+Added: License fee revenues, generated for the use of the Company’s OMS and other software products, are fixed and recognized at the point in time at which the customer is able to use and benefit from the
Connectivity revenue is variable in nature, based on the number of live connections, and is recognized over time on a monthly basis using a time-based measure of progress.
84 unchanged sentences
Provision for income taxes $ 182,065 $ 110,435 $ 61,210
+Added: A reconciliation of the provision of income taxes to the amount computed by applying the 21% statutory U.S.
+Added: federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows:
+Added: Year Ended December 31,
+Added: (in thousands)
+Added: federal statutory tax rate $ 229,809 21.0 %
+Added: provision attributable to noncontrolling interest ( 98,361 ) ( 9.0 )
+Added: State and local income tax, net of federal income tax effects (1)
+Added: Foreign tax effects
+Added: Ireland 17,428 1.6
+Added: United Kingdom 16,246 1.5
+Added: Singapore 11,589 1.1
+Added: All other jurisdictions 6,734 0.6
+Added: Effect of cross-border tax laws ( 50 ) 0.0
+Added: Foreign tax credit ( 29,307 ) ( 2.7 )
+Added: All other credits ( 3,491 ) ( 0.3 )
+Added: Nontaxable or nondeductible items 285 0.0
+Added: Changes in unrecognized tax benefits 10,014 0.9
+Added: Other, net ( 3,585 ) ( 0.4 )
+Added: Effective tax rate $ 182,065 16.6 %
+Added: (1) State and local taxes in New York and New York City contributed to the majority of the tax effect in this category.
The reconciliation of the tax provision at the U.S.
2 unchanged sentences
Years Ended December 31,
−Removed: 2024 2023 2022
(in thousands, except percentages)
36 unchanged sentences
The provisions of ASC 740 require that carrying amounts of deferred tax assets be reduced by a valuation allowance if, based on the available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
−Removed: Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically with appropriate consideration given to all positive and negative evidence related to the realization of the deferred tax assets.
+Added: Accordingly, the need to establish valuation allowances for deferred
+Added: tax assets is assessed periodically with appropriate consideration given to all positive and negative evidence related to the realization of the deferred tax assets.
At December 31, 2025, the Company did not have any U.S.
12 unchanged sentences
The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income or loss before income taxes and noncontrolling interest.
−Removed: Penalties, if any, are recorded in Operations and administrative expense and interest received or paid is recorded in Other, net or Operations and administrative expense in the Consolidated Statements of Comprehensive Income.
+Added: Penalties, if any, are recorded in Operations and administrative expense and interest received or paid is recorded in Other, net or Operations and administrative expense in the Consolidated Statements of Comprehensive Income, respectively.
The Company had $ 19.2 million of unrecognized tax benefits as of December 31, 2025, all of which would affect the Company’s effective tax rate if recognized.
10 unchanged sentences
Balance at December 31, 2025 $ 19,177
+Added: The amounts of cash income taxes paid by the Company were as follows:
+Added: Year Ended December 31,
+Added: (in thousands) 2025
+Added: Federal $ 55,886
+Added: State and local
+Added: New York City 11,287
+Added: All other states 7,783
+Added: United Kingdom 22,007
+Added: Ireland 13,981
+Added: All other foreign 11,004
+Added: Income taxes, net of amounts refunded $ 121,948
+Added: Public Law No.
+Added: 119-21, commonly referred to as the One Big Beautiful Bill Act (“OBBB”), was signed into law on July 4, 2025.
+Added: The OBBB, amongst other things, extends permanently, with modifications, certain tax provisions enacted as part of Public Law No.
+Added: 115-97, commonly referred to as The Tax Cuts and Jobs Act (“TCJA”).
+Added: Certain domestic provisions have retroactive effects beginning in 2025, while the international provisions are generally effective for years beginning after December 31, 2025.
+Added: The Company determined that the OBBB did not have a material impact on its Consolidated Financial Statements and related disclosures for the year ended December 31, 2025.
+Added: The Company will continue to evaluate the full impact of these legislative changes as additional guidance becomes available.
Commitments, Contingencies and Guarantees
3 unchanged sentences
As previously disclosed in prior regulatory filings, the U.S.
−Removed: Securities and Exchange Commission undertook an investigation of aspects of the Company’s internal information access barriers.
−Removed: The Company cooperated with this civil investigation and engaged in settlement discussions but has been unable to reach a settlement.
−Removed: In September 2023, the SEC filed an action against the Company alleging violations of federal securities laws with respect to the Company’s information barriers policies and procedures for a specified time period in and around January 2018 to April 2019 and related statements made by the Company during such period.
−Removed: The Company believes it has meritorious defenses and is defending itself vigorously.
−Removed: Specifically, the Company is asserting, among other defenses, that it maintained reasonable policies, procedures and controls to protect data during the period consistent with applicable law, that related statements made to clients and investors were true and accurate, and that the statute of limitations has expired with respect to certain claims.
+Added: Securities and Exchange Commission (“SEC”) undertook an investigation of aspects of the Company’s internal information access barriers.
+Added: The Company cooperated with this civil investigation and engaged in settlement discussions but was unable to reach a settlement.
+Added: In September 2023, the SEC filed an action against the Company in federal court in the Southern District of New York, alleging violations of federal securities laws with respect to the Company’s information barriers policies and procedures for a specified time period in and around January 2018 to April 2019 and related statements made by the Company during such period.
+Added: In December 2025, the matter was resolved as the Company voluntarily consented to the entry of a final order without admitting or denying the SEC’s allegations with respect to its policies and procedures.
+Added: Pursuant to the order, the Company paid a penalty in the amount of $ 2.5 million and consented to an injunction with respect to violations of Section 15(g) of the Securities Exchange Act of 1934, while the SEC’s claims with respect to the Company’s statements were dismissed with prejudice.
In matters related to the SEC investigation noted above, the Company and certain of its current and former executive officers were named as defendants on May 19, 2023 in Hiebert v.
5 unchanged sentences
Securities Litigation , No.
+Added: The Company believes the defendants have meritorious defenses against claims that its public disclosures were inadequate or misleading.
+Added: The Company maintains that such disclosures were true and accurate and compliant with applicable law, and the defendants are defending themselves vigorously.
The Company also has received requests for information related to the SEC investigation pursuant to Section 220 of the Delaware General Corporation Law from counsel for purported stockholders.
−Removed: The Company believes it has meritorious defenses against pending or contemplated claims that its public disclosures were inadequate or misleading.
−Removed: The Company maintains that such disclosures were true and accurate and compliant with applicable law and will defend itself vigorously.
+Added: On March 26, 2025, members of the Company’s Board of Directors and certain current and former executives were named in a derivative complaint in Adams v.
+Added: 1:25-cv-1688 filed on behalf of the Company in the Eastern District of New York in which it is asserted that the defendants breached fiduciary duties to the Company related to the FS matter.
+Added: A similar derivative complaint was filed on April 9, 2025 in Deisz v.
+Added: , 25-CV-1958 in the Eastern District of New York against current and former members of the Board of Directors and executives.
+Added: The derivative complaints were subsequently consolidated and recaptioned In re Virtu Financial Inc.
+Added: Derivative Litigation .
+Added: On December 11, 2025, a complaint making similar allegations against current and former directors and officers, captioned Curti v.
+Added: Viola et al., No.
+Added: 2025-1441-KSJM, was filed in Delaware Chancery Court.
+Added: The defendants in these cases deny that they breached any fiduciary duties related to the FS matter and are defending themselves vigorously.
On November 30, 2020, the Company was named as a defendant in In re United States Oil Fund, LP Securities Litigation , No.
3 unchanged sentences
Defendants moved to dismiss the consolidated amended complaint on January 29, 2021;
−Removed: the motion is fully briefed and pending before the court.
−Removed: The Company believes that the claims are without merit and is defending itself vigorously.
+Added: the motion was granted on September 29, 2025.
+Added: In November, 2025, the plaintiffs moved for leave to file a proposed second amended complaint, briefing was completed on the motion and it is currently pending before the court.
+Added: The Company believes that the claims are without merit and plans to continue defending itself vigorously if necessary.
On March 7, 2022, the Company was named as a defendant in Iron Workers Local No.
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The Company made substantial productions of documents and other information in response to plaintiff's requests.
−Removed: In January 2025, the plaintiff voluntarily dismissed the 220 Complaint and filed a complaint in the Court of Chancery of the State of Delaware naming the Company and its directors, officers, and controlling stockholder as defendants, alleging breaches of fiduciary duties which purportedly have caused harm to holders of the Company’s class A common stock.
−Removed: The Company believes the allegations are without merit and intends to defend against them vigorously.
+Added: In January 2025, the plaintiff voluntarily dismissed the 220 Complaint and filed a complaint in the Court of Chancery of the State of Delaware naming the Company and its directors, officers, and controlling stockholder as defendants, captioned Iron Workers Local No.
+Added: 55 Pension Fund v.
+Added: 2025-0058-JTL, alleging breaches of fiduciary duties which purportedly have caused harm to holders of the Company’s Class A common stock.
+Added: The defendants in these cases deny they breached their fiduciary duties and are defending themselves vigorously.
On October 17, 2022, the Company’s subsidiary, along with several other parties, was named as a defendant in Mallinckrodt PLC, et al.
3 unchanged sentences
The complaint alleges that Mallinckrodt PLC engaged in a share repurchase program from 2015 through 2018 pursuant to which it repurchased its own shares in various open market transactions, a period during which it was allegedly insolvent.
−Removed: The plaintiff is seeking to unwind the transactions consummated under the program, alleging such transactions constituted fraudulent transfers by the debtor.
−Removed: The Company believes it has meritorious defenses against any unwinding of transactions, which it has asserted, and will continue to defend itself vigorously.
+Added: The debtor plaintiff is seeking to unwind the transactions consummated under the program, alleging such transactions constituted fraudulent transfers by the debtor.
+Added: The Company believes it has meritorious defenses against any unwinding of transactions, and the court granted its motion to dismiss in March 2025.
+Added: The debtor plaintiff appealed the dismissal to the United States District Court for the District of Delaware, and the district court affirmed the bankruptcy court’s dismissal in November 2025.
On December 1, 2022, the Company’s subsidiary, along with several other parties, was named as a defendant in N orthwest Biotherapeutics, Inc.
Canaccord Genuity LLC, et al No.
−Removed: 1:22-cv-10185.
+Added: 1:22-cv-10185, filed in United States District Court in the Southern District of New York.
The initial complaint alleged that defendants engaged in market manipulation in the plaintiff’s stock during a period from 2018 to 2022.
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Neither the operative complaint nor prior iterations specify the amount of alleged damages.
−Removed: The Company believes that the claims are without merit and is defending itself vigorously.
+Added: On March 27, 2025, the district court partially granted the defendants’ motion to dismiss.
+Added: On November 14, 2025, the Company’s subsidiary, along with another market maker, was named as a defendant in Genius Group Limited v.
+Added: Citadel Securities LLC, et al No.
+Added: 1:25-CV-09546, filed in United States District Court in the Southern District of New York.
+Added: The putative class action complaint alleges that defendants engaged in market manipulation of the plaintiff’s stock during a period from 2022 to 2025.
+Added: On January 7, 2026, the Company, along with several other parties, was named as a defendant in Asia Broadband, Inc.
+Added: Virtu Financial Inc.
+Added: 2:26-cv-00175, filed in United States District Court in the Central District of California.
+Added: The putative class action complaint alleges that the defendants engaged in market manipulation of the plaintiff’s stock during a period from 2021 to 2025.
+Added: The Company believes that all of these claims are without merit and is defending itself vigorously.
On October 7, 2024, the Company and its 50 % owned subsidiary, NLN Holdings, LLC, along with several other defendants, were named in a lawsuit brought by Skywave Networks, LLC in the United States District Court for the Northern District of Illinois, Skywave Networks, LLC v.
4 unchanged sentences
On February 13, 2025, the plaintiffs filed a First Amended Complaint which does not specify any amount of alleged damages.
−Removed: The Company believes that the claims are without merit and intends to defend itself vigorously.
+Added: On December 2, 2025, the court granted the Company’s motion to dismiss the complaint.
+Added: On December 31, 2025, the Plaintiffs filed a notice of appeal with the 7th Circuit Court of Appeals.
+Added: The Company believes that the claims are without merit and intends to continue to defend itself vigorously.
Given the inherent difficulty of predicting the outcome of litigation and regulatory matters, particularly in regulatory examinations or investigations or other proceedings in which substantial or indeterminate judgments, settlements, disgorgements, restitution, penalties, injunctions, damages or fines are sought, or where such matters are in the early stages, the Company cannot estimate losses or ranges of losses for such matters where there is only a reasonable possibility that a loss may be incurred, and utilizes its judgment in accordance with applicable accounting standards in booking any associated estimated liability.
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equities market structure, the retail trading environment in the U.S., wholesale market making and the relationships between retail broker-dealers and market making firms including, but not limited to, payment for order flow arrangements, other remuneration arrangements such as profit-sharing relationships and exchange fee and rebate structures, alternative trading systems and off-exchange trading more generally, high frequency trading, short selling, market fragmentation, colocation, and access to market data feeds.
−Removed: In 2022 and 2023, the SEC under the prior administration proposed several rule changes focused on equity market structure reform, certain of which have been adopted while others remain pending.
−Removed: The SEC has recently (i) adopted rule amendments to minimum pricing increments under Rule 612 of Regulation NMS, access fee caps under Rule 610 of Regulation NMS, acceleration of the implementation of certain Market Data Infrastructure Rules, and an amendment to the odd-lot information definition adopted under the MDI rules (collectively referred to as the “tick size, access fees and infostructure rule proposals”) which have a compliance date commencing in November 2025, though are currently subject to ongoing legal challenge, (ii) adopted amendments to Rule 605 of Regulation NMS, which has a compliance date on or about December 15, 2025, (iii) approved a funding model submitted by several exchanges in relation to the Consolidated Audit Trail (CAT) which provides for fee collection commencing in November but is currently subject to legal challenge, and (iv) adopted rules to amend the definitions of “dealer” and “government securities dealer” within the Exchange Act, which would have broadened the scope of these registrant categories, though this rule was recently vacated by a United States district court.
−Removed: The remaining pending proposals include, but are not limited to, (i) Proposed Rule 615 of Regulation NMS, which proposes to dramatically change 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, (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, and the SEC has indicated that additional rule proposals may be forthcoming.
−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 pending or potential rule changes, to the extent adopted, along with those that have recently been adopted, could adversely affect the Company’s business or the Company’s industry.
+Added: In 2022 and 2023, the SEC under the prior administration proposed several rule changes focused on equity market structure reform, certain of which have been adopted, while others remain pending while others have been withdrawn.
+Added: The SEC has recently (i) adopted rule amendments to minimum pricing increments under Rule 612 of Regulation NMS, access fee caps under Rule 610 of Regulation NMS, acceleration of the implementation of certain Market Data Infrastructure Rules, and an amendment to the odd-lot information definition adopted under the MDI rules (collectively referred to as the “tick size, access fees and 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 an initial compliance date on or about December 15, 2025 which has been postponed until August 1, 2026, and (iii) approved a funding model submitted by several exchanges in relation to the Consolidated Audit Trail (CAT) which provided for fee collection commencing in November 2024 but which was ultimately struck down by the 11th Circuit Court of Appeals.
+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, the FTC took steps to dismiss its appeal and accede to a vacatur of its previously announced final rule banning most non-compete clauses in employer-employee contracts.
+Added: Other recent developments in law and regulation relating to digital assets and cryptocurrency include the adoption of the Guiding and Establishing National innovation for U.S.
+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) in the EU.
+Added: These remaining pending or potential rule changes in law, rule or regulation, to the extent adopted, along with those that have recently been adopted, could adversely affect the Company’s business or the Company’s industry, though may also have positive impacts.
As indicated above, from time to time, the Company is the subject of requests for information and documents from the SEC, the Financial Industry Regulatory Authority (“FINRA”), state attorneys general, and other regulators and governmental authorities.
2 unchanged sentences
In some instances, these matters may result in a disciplinary action and/or a civil or administrative action.
+Added: Further, as noted in the above Legal and Regulatory Proceedings section, there is inherent difficulty in predicting the outcome of regulatory examinations or investigations, and the Company cannot estimate losses or ranges of losses for these matters above what has already been accrued for.
Representations and Warranties;
1 unchanged sentence
In the normal course of its operations, the Company enters into contracts that contain a variety of representations and warranties in addition to indemnification obligations, including indemnification obligations in connection with the Acquisition of KCG and the ITG Acquisition.
−Removed: The Company’s maximum exposure under these arrangements is currently unknown, as any such exposure could relate to claims not yet brought or events which have not yet occurred.
+Added: The Company’s maximum exposure under these arrangements is currently unknown, as such exposure could relate to claims not yet brought or events which have not yet occurred.
Consistent with standard business practices in the normal course of business, the Company enters into contracts that contain a variety of representations and warranties and general indemnifications.
−Removed: The Company has also provided general indemnifications to its managers, officers, directors, employees, and agents against expenses, legal fees, judgments, fines, settlements, and other amounts actually and reasonably incurred by such persons under certain circumstances as more fully
−Removed: disclosed in its operating agreement.
−Removed: The overall maximum amount of the obligations (if any) cannot reasonably be estimated as it will depend on the facts and circumstances that give rise to any future claims.
+Added: The Company has also provided general indemnifications to its managers, officers, directors, employees, and agents against expenses, legal fees, judgments, fines, settlements, and other amounts actually and reasonably incurred by such persons under certain circumstances as more fully disclosed in its operating agreement.
+Added: The overall maximum amount of the obligations (if any) cannot reasonably be estimated as it will depend on the facts and circumstances that give rise to any claims.
The Company’s leases are primarily for corporate office space, datacenters, and technology equipment.
−Removed: The leases have remaining terms of one to eight years , some of which include options to extend the initial term at the Company’s discretion.
+Added: The leases have remaining terms of one to ten years , some of which include options to extend the initial term at the Company’s discretion.
The lease terms used in calculating ROU assets and lease liabilities include the options to extend the initial term when the Company is reasonably certain of exercising the options.
3 unchanged sentences
The Company also subleases certain office space and facilities to third parties.
−Removed: The subleases have remaining terms of one to eight years .
+Added: The subleases have remaining terms of one to six years .
The Company recognizes amounts received from subleases on a straight-line basis over the term of the sublease within Operations and administrative expense on the Consolidated Statements of Comprehensive Income.
As the implied discount rate for most of the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate on its secured borrowings in determining the present value of lease payments.
−Removed: For the year ended December 31, 2024, the Company recognized $ 16.2 million in Termination of office leases on the Consolidated Statements of Comprehensive Income, primarily comprising of $ 10.0 million of impairments of ROU assets and $ 6.5 million of costs related to asset retirement obligations associated with its unoccupied leased office spaces.
Lease assets and liabilities are summarized as follows:
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See Note 2 “Summary of Significant Accounting Policies” in Part II Item 8 “Financial Statements and Supplementary Data” of this Form 10-K for details on the classification of these expenses in the Consolidated Statements of Comprehensive Income.
+Added: For the year ended December 31, 2024, the Company recognized $ 16.2 million in Termination of office leases on the Consolidated Statements of Comprehensive Income, primarily comprising of $ 10.0 million of impairments of ROU assets and $ 6.5 million of cost related to asset retirement obligations associated with certain leased office spaces.
+Added: In September 2025, in connection with the finalization of an agreement related to the restoration requirements for such leased office spaces, the Company recorded a reduction of $ 6.5 million in its asset retirement obligations and the related cost within Termination of office leases.
Future minimum lease payments under operating and finance leases with non-cancelable lease terms, as of December 31, 2025, are as follows:
24 unchanged sentences
In connection with these reorganization transactions, all Class A-2 profits interests and Class B interests were reclassified into Virtu Financial Units.
−Removed: As of December 31, 2024 and December 31, 2023, there were 3,994,744 and 4,040,772 Virtu Financial Units outstanding held by Employee Holdco (as defined below), respectively, and 46,028 , 422,068 , and 328,999 of such Virtu Financial Units and corresponding Class C Common Stock were exchanged into Class A Common Stock, forfeited or repurchased during the years ended December 31, 2024, 2023, and 2022, respectively.
−Removed: Amended and Restated 2015 Management Incentive Plan
−Removed: The Company’s Board of Directors and stockholders adopted the 2015 Management Incentive Plan, which became effective upon consummation of the IPO, and was subsequently amended and restated following receipt of approval from the Company’s stockholders on June 30, 2017, June 5, 2020 and June 2, 2022.
−Removed: The Amended and Restated 2015 Management Incentive Plan provides for the grant of stock options, restricted stock units, and other awards based on an aggregate of 26,000,000 shares of Class A Common Stock, subject to additional sublimits, including limits on the total option grant to any one participant in a single year and the total performance award to any one participant in a single year.
+Added: As of December 31, 2025 and December 31, 2024, there were 3,402,959 and 3,994,744 Virtu Financial Units outstanding held by Employee Holdco, respectively, and 591,785 and 46,028 of such Virtu Financial Units and corresponding Class C Common Stock were exchanged into Class A Common Stock, forfeited or repurchased during the years ended December 31, 2025 and 2024, respectively.
+Added: Second Amended and Restated 2015 Management Incentive Plan
+Added: The Company’s Board of Directors and stockholders adopted the 2015 Management Incentive Plan, which became effective upon consummation of the IPO, and was subsequently amended and restated following receipt of approval from the Company’s stockholders on June 30, 2017, June 5, 2020, June 2, 2022, and June 2, 2025.
+Added: The Second Amended and Restated 2015 Management Incentive Plan provides for the grant of stock options, restricted stock units, and other awards based on an aggregate of 33,500,000 shares of Class A Common Stock, subject to additional sublimits, including limits on the total option grant to any one participant in a single year and the total performance award to any one participant in a single year.
On November 13, 2020, the Company amended its form award agreement for the issuance of RSUs to provide for the continued vesting of outstanding RSU awards upon the occurrence of a qualified retirement (the “RSU Amendment”).
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(1) Amounts reclassified from AOCI to income are included within Financing interest expense on long-term borrowings on the Consolidated Statements of Comprehensive Income.
−Removed: As of December 31, 2024, the Company expects approximately $ 3.6 million to be reclassified from AOCI into earnings over the next 12 months.
−Removed: The timing of the reclassification is based on the interest payment schedule of the long-term borrowings.
+Added: In November 2025, the cash flow hedge was discontinued upon the termination of the interest rate swap in accordance with its contractual terms, and the Company expects no further gains or losses related to the interest rate swap to be recorded in AOCI or reclassified from AOCI into earnings.
Year Ended December 31, 2024
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Share-based Compensation
−Removed: Pursuant to the Amended and Restated 2015 Management Incentive Plan as described in Note 18 “Capital Structure”, and in connection with the IPO, non-qualified stock options to purchase shares of Class A Common Stock were granted, each of which vests in equal annual installments over a period of four years from grant date and expires not later than 10 years from the date of grant.
+Added: Pursuant to the Second Amended and Restated 2015 Management Incentive Plan as described in Note 19 “Capital Structure”, and in connection with the IPO, non-qualified stock options to purchase shares of Class A Common Stock were granted, each of which vests in equal annual installments over a period of 4 years from grant date and expires not later than 10 years from the date of grant.
The following table summarizes activity related to stock options for the years ended December 31, 2025, 2024, and 2023:
20 unchanged sentences
Class A Common Stock, Restricted Stock Units and Restricted Stock Awards
−Removed: Pursuant to the Amended and Restated 2015 Management Incentive Plan as described in Note 18 “Capital Structure”, subsequent to the IPO, shares of immediately vested Class A Common Stock, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) were granted, with RSUs and RSAs vesting over a period of up to 4 years.
+Added: Pursuant to the Second Amended and Restated 2015 Management Incentive Plan as described in Note 19 “Capital Structure”, subsequent to the IPO, shares of immediately vested Class A Common Stock, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) were granted, with RSUs and RSAs vesting over a period of up to 4 years.
The fair value of the Class A Common Stock and RSUs was determined based on a volume weighted average price and the expense is recognized on a straight-line basis over the vesting period.
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At December 31, 2025 5,776,036 $ 30.79
−Removed: (1) Excluded in the number of RSUs and RSAs are 37,500 participating RSAs for years ended December 31, 2023, where the grant date has not been achieved because the performance conditions have not been met.
+Added: (1) Excluded in the number of RSUs and RSAs are 100,000 participating RSAs for the year ended December 31, 2025, where the grant date has not been achieved because the performance conditions have not been met.
The Company recognized $ 56.5 million, $ 46.4 million, and $ 42.5 million for the years ended December 31, 2025, 2024, and 2023, respectively, of compensation expense in relation to RSUs.
−Removed: As of December 31, 2024 and December 31, 2023, total unrecognized share-based compensation expense related to unvested RSUs was $ 53.5 million and $ 55.2 million, respectively, and this amount is to be recognized over a weighted average period of 0.9 years and 0.9 years, respectively.
+Added: As of December 31, 2025 and December 31, 2024, total unrecognized share-based compensation expense related to unvested RSUs was $ 95.9 million and $ 53.5 million, respectively, and this amount is to be recognized over a weighted average period of 1.0 year and 0.9 years, respectively.
Awards in which the specific performance conditions have not been met are not included in unrecognized share-based compensation expense.
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The Company’s U.S.
−Removed: broker-dealer subsidiaries VAL and RFQ-hub Americas LLC (“RAL”, which is currently held for sale, as described in Note 3 “Business Held for Sale”), are subject to the SEC Uniform Net Capital Rule 15c3-1, which requires the maintenance of minimum net capital as detailed in the table below.
−Removed: RAL became a U.S.
−Removed: broker-dealer in June 2023.
+Added: broker-dealer subsidiary, Virtu Americas LLC (“VAL”), is subject to the SEC Uniform Net Capital Rule 15c3-1, which requires the maintenance of minimum net capital as detailed in the table below.
Pursuant to New York Stock Exchange (“NYSE”) rules, VAL was also required to maintain $ 1.2 million of capital in connection with the operation of its designated market maker (“DMM”) business as of December 31, 2025.
The required amount is determined under the exchange rules as the greater of (i) $ 1.0 million or (ii) $ 75,000 for every 0.1 % of NYSE transaction dollar volume in each of the securities for which the Company is registered as the DMM.
+Added: In June 2023, the Company’s U.S.
+Added: broker-dealer subsidiary, RFQ-hub Americas LLC (“RAL”), became a U.S.
+Added: broker-dealer and as such was subject to the SEC Uniform Net Capital Rule 15c3-1.
+Added: As described in Note 3 “Sale of RFQ-hub”, the Company disposed of a 49 % interest in RAL’s parent company RFQ-hub Holdings LLC (together with its subsidiaries, “RFQ-hub”) in May 2025 and we ceased to control, and deconsolidated, RFQ-hub at such time.
The regulatory capital and regulatory capital requirements of the Company’s U.S.
−Removed: subsidiaries as of December 31, 2024 was as follows:
+Added: subsidiary as of December 31, 2025 was as follows:
(in thousands) Regulatory Capital Regulatory Capital Requirement Excess Regulatory Capital
Virtu Americas LLC $ 561,242 $ 1,000 $ 560,242
−Removed: RFQ-hub Americas LLC 602 9 593
As of December 31, 2025, VAL had $ 55.5 million of cash in special reserve bank accounts for the benefit of customers pursuant to SEC Rule 15c3-3, Computation for Determination of Reserve Requirements, and $ 8.7 million of cash in reserve bank accounts for the benefit of proprietary accounts of brokers.
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Virtu Canada Corp $ 15,133 $ 182 $ 14,951
−Removed: Virtu Financial Canada ULC (1) — — —
Virtu Europe Trading Limited 86,656 28,283 58,373
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278,288 198,100 80,188
−Removed: (1) Virtu Financial Canada ULC has resigned from membership from the Canadian Investment Regulatory Organization (“CIRO”) effective January 22, 2025, and its regulatory capital requirement as of December 31, 2024 was waived by CIRO.
−Removed: As of December 31, 2024, Virtu Europe Trading Limited had $ 37 thousand of segregated funds on deposit for trade clearing and settlement activity, and Virtu ITG Hong Kong Ltd.
+Added: As of December 31, 2025, Virtu Europe Trading Limited had $ 0.3 million of segregated funds on deposit for trade clearing and settlement activity, and Virtu ITG Hong Kong Ltd.
had $ 30 thousand of segregated balances under a collateral account control agreement for the benefit of certain customers.
12 unchanged sentences
219,817 136,891 82,926
+Added: (1) Virtu Financial Canada ULC has resigned from membership with the Canadian Investment Regulatory Organization (“CIRO”) effective January 22, 2025, and its regulatory capital requirement as of December 31, 2024 was waived by CIRO.
As of December 31, 2024, Virtu Europe Trading Limited had $ 37 thousand of segregated funds on deposit for trade clearing and settlement activity, and Virtu ITG Hong Kong Ltd had $ 30 thousand of segregated balances under a collateral account control agreement for the benefit of certain customers.
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The Company engages in principal trading in the Market Making segment direct to clients as well as in a supplemental capacity on exchanges, Electronic Communications Networks (“ECNs”) and alternative trading systems (“ATSs”).
−Removed: The Company is an active participant on all major global equity and futures exchanges and also trades on substantially all domestic electronic options
+Added: The Company is an active participant on all major global equity and futures exchanges and also trades on substantially all domestic electronic options exchanges.
As a complement to electronic market making, the cash trading business handles specialized orders and also transacts on the OTC Link ATS operated by OTC Markets Group Inc.
62 unchanged sentences
The Company paid $ 11.3 million, $ 11.1 million, and $ 12.1 million for the years ended December 31, 2025, 2024, and 2023, respectively, to JNX for these trading activities.
−Removed: The Company pays monthly use fees to a JV in which it holds an interest (see Note 12 “Variable Interest Entities”).
+Added: The Company pays monthly use fees and makes certain contributions to a JV in which it holds an interest (see Note 13 “Variable Interest Entities”).
These monthly fees are for the use of communication networks operated by the JV and are recorded within Communications and data processing on the Consolidated Statements of Comprehensive Income.
3 unchanged sentences
The Company pays regulatory and transaction fees and receives rebates from trading activities.
−Removed: The Company paid $ 8.0 million, paid $ 4.8 million, and received $ 16.0 million for the years ended December 31, 2024, 2023, and 2022, respectively.
−Removed: The Company made a one-time payment of $ 0.1 million to a founder-affiliated corporation for expenses related to the Company’s corporate events held in 2024.
−Removed: In the second quarter of 2022, the Company formed a JV to support the growth and expansion of a multi-asset request-for-quote communication platform.
−Removed: The Company consolidates this JV and recorded noncontrolling interest of $ 39.2 million in the Consolidated Statements of Changes in Equity during the year ended December 31, 2022.
+Added: The Company paid $ 5.5 million, $ 8.0 million, and $ 4.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.
+Added: The Company made a one-time payment of $ 0.1 million to a founder-affiliated corporation in 2024 for expenses related to the Company’s corporate events held during the period.
+Added: In the second quarter of 2022, the Company formed a JV to support the growth and expansion of a multi-asset request-for-quote communication platform and consolidated this JV.
See Note 13 “Variable Interest Entities” for further details.
On April 19, 2024, the Company entered into an agreement to sell a 49 % interest in this JV.
−Removed: The sale is subject to various closing conditions including the receipt of certain regulatory approvals.
−Removed: Upon the closing of the sale, the Company will retain a minority stake in the JV.
−Removed: See Note 3 “Business Held for Sale” for further details.
+Added: The sale was completed on May 9, 2025.
+Added: Upon the closing of the sale, the Company retains a minority interest of approximately 2 % in RFQ-hub.
+Added: The Company ceased to control, and deconsolidated, RFQ-hub at such time.
+Added: See Note 3 “Sale of RFQ-hub” for further details.
Parent Company
−Removed: VFI is the sole managing member of Virtu Financial, which guarantees the indebtedness of its direct subsidiary under the First Lien Term B-1 Loan Facility (see Note 9 “Borrowings”).
−Removed: VFI is limited to its ability to receive distributions (including for purposes of paying corporate and other overhead expenses and dividends) from Virtu Financial under the Credit Agreement.
+Added: VFI is the managing member of Virtu Financial, which guarantees the indebtedness of its direct subsidiary under the First Lien Term B-2 Loan Facility (see Note 9 “Borrowings”).
+Added: VFI is limited in its ability to receive distributions (including for purposes of paying corporate and other overhead expenses and dividends) from Virtu Financial under the Credit Agreement.
The following financial statements (the “Parent Company Only Financial Statements”) should be read in conjunction with the Consolidated Financial Statements of the Company and the foregoing.
23 unchanged sentences
Additional paid-in capital 1,541,684 1,432,240
−Removed: Retained earnings (accumulated deficit) 1,168,908 1,000,403
+Added: Retained earnings 1,519,270 1,168,908
Accumulated other comprehensive income (loss) ( 3,011 ) ( 7,063 )
54 unchanged sentences
On January 29, 2026, the Company’s Board of Directors declared a dividend of $ 0.24 per share of Class A Common Stock and Class B Common Stock and per participating Restricted Stock Unit and Restricted Stock Award that will be paid on March 16, 2026 to holders of record as of February 27, 2026.
−Removed: On February 19, 2025 (the “Amendment No.
−Removed: 2 Effective Date”), the Company entered into Amendment No.
−Removed: 2 (“Amendment No.
−Removed: 2”), which amended the Credit Agreement.
−Removed: Amendment No.
−Removed: 2 amends the Credit Agreement to, among other things, effect a repricing of the $ 1,245.0 million in aggregate principal amount of senior secured first lien term B-1 loans due 2031 outstanding under the Credit Agreement (the “Existing Term 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 “New Term B-2 Loans”), the proceeds of which were used to repay in full the Existing Term Loans on the Amendment No.
−Removed: 2 Effective Date.
−Removed: The New 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 %.
−Removed: The New Term B-2 Loans will mature on June 21, 2031 and amortize in annual installments equal to 1.0 % of the original aggregate principal amount of the New Term B-2 Loans due on each anniversary of the Amendment No.
−Removed: 2 Effective Date.
−Removed: The New Term B-2 Loans are also subject to contingent principal payments based on excess cash flow and certain other triggering events.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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.