What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-01 compared with 2025-10-30 · 247 added, 419 removed, 1171 unchanged (36% of the section changed)

9 unchanged sentences

Condensed Consolidated Statements of Financial Condition (Unaudited)

(in thousands, except share data) September 30,

(in thousands, except share data) March 31,

2026 December 31,

4 unchanged sentences

Securities purchased under agreements to resell 1,644,231 988,929

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

Receivables from broker-dealers and clearing organizations ($ 85,909 and $ 328,934 at fair value, as of March 31, 2026 and December 31, 2025, respectively)

3,811,176 1,896,405

3 unchanged sentences

Receivables from customers 297,628 161,561

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

Property, equipment and capitalized software (net of accumulated depreciation of $ 451,820 and $ 437,002 as of March 31, 2026 and December 31, 2025, respectively)

103,616 96,378

1 unchanged sentence

Goodwill 1,148,926 1,148,926

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

Intangibles (net of accumulated amortization of $ 487,375 and $ 475,592 as of March 31, 2026 and December 31, 2025, respectively)

143,148 154,931

Deferred tax assets 86,423 92,422

Assets of business held for sale — 4,615

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

Other assets ($ 298,391 and $ 242,121 , at fair value, as of March 31, 2026 and December 31, 2025, respectively)

590,146 528,341

4 unchanged sentences

Securities sold under agreements to repurchase 2,214,540 1,405,639

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

Payables to broker-dealers and clearing organizations ($ 245,868 and $ 181,272 , at fair value, as of March 31, 2026 and December 31, 2025, respectively)

1,401,039 998,276

6 unchanged sentences

Long-term borrowings 2,025,112 2,039,463

Liabilities of business held for sale — 1,526

Total liabilities 22,918,726 18,177,333

2 unchanged sentences

Stockholders' equity

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

Class B common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 0 and 0 shares at September 30, 2025 and December 31, 2024, respectively

Class C common stock (par value $ 0.00001 ), Authorized — 90,000,000 and 90,000,000 shares, Issued and Outstanding — 7,970,185 and 8,561,970 shares at September 30, 2025 and December 31, 2024, respectively

Class D common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 60,091,740 and 60,091,740 shares at September 30, 2025 and December 31, 2024, respectively

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

Class A common stock (par value $ 0.00001 ), Authorized — 1,000,000,000 and 1,000,000,000 shares, Issued — 142,979,907 and 140,877,669 shares, Outstanding — 87,022,169 and 84,919,931 shares at March 31, 2026 and December 31, 2025, respectively

Class B common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 0 and 0 shares at March 31, 2026 and December 31, 2025, respectively

Class C common stock (par value $ 0.00001 ), Authorized — 90,000,000 and 90,000,000 shares, Issued and Outstanding — 7,970,185 and 7,970,185 shares at March 31, 2026 and December 31, 2025, respectively

Class D common stock (par value $ 0.00001 ), Authorized — 175,000,000 and 175,000,000 shares, Issued and Outstanding — 60,091,740 and 60,091,740 shares at March 31, 2026 and December 31, 2025, respectively

Treasury stock, at cost, 55,957,738 and 55,957,738 shares at March 31, 2026 and December 31, 2025, respectively

( 1,475,666 ) ( 1,475,666 )

1 unchanged sentence

Retained earnings 1,623,693 1,519,270

Accumulated other comprehensive income (loss) ( 4,975 ) ( 3,011 )

Total Virtu Financial Inc.

stockholders' equity 1,734,975 1,582,279

Virtu Financial, Inc.

1 unchanged sentence

Condensed Consolidated Statements of Financial Condition (Unaudited)

(in thousands, except share data) September 30,

(in thousands, except share data) March 31,

2026 December 31,

Accumulated other comprehensive income (loss) 832 ( 7,063 )

Total Virtu Financial Inc.

stockholders' equity 1,454,926 1,254,174

Noncontrolling interest 461,559 391,124

5 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

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

Three Months Ended March 31,

(in thousands, except share and per share data) 2026 2025

39 unchanged sentences

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three and Nine Months Ended September 30, 2025 and 2024

Three Months Ended March 31, 2026 and 2025

Class A Common Stock Class C Common Stock Class D Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (loss) Total Virtu Financial Inc.

3 unchanged sentences

Balance at December 31, 2025 140,877,669 $ 1 7,970,185 $ — 60,091,740 $ 1 ( 55,957,738 ) $ ( 1,475,666 ) $ 1,541,684 $ 1,519,270 $ ( 3,011 ) $ 1,582,279 $ 391,124 $ 1,973,403

Cumulative-effect adjustment due to the adoption of ASU 2023-08, net of tax — — — — — — — — — 21,800 — 21,800 — 21,800

Share based compensation 3,514,983 — — — — — — — 50,237 — — 50,237 — 50,237

Repurchase of Class C common stock — — ( 16,265 ) — — — — — ( 645 ) — — ( 645 ) — ( 645 )

Treasury stock purchases ( 1,412,745 ) — — — — — — — — ( 55,792 ) — ( 55,792 ) — ( 55,792 )

Stock options exercised 120,000 — — — — — — — 2,280 — — 2,280 — 2,280

Net income — — — — — — — — — 182,309 — 182,309 164,287 346,596

Foreign exchange translation adjustment — — — — — — — — — — ( 1,964 ) ( 1,964 ) ( 1,456 ) ( 3,420 )

Net change in unrealized cash flow hedges gains — — — — — — — — — — ( 1,211 ) ( 1,211 ) ( 899 ) ( 2,110 )

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

— — — — — — — — — ( 22,094 ) — ( 22,094 ) ( 92,396 ) ( 114,490 )

Issuance of common stock in connection with employee exchanges 350,858 — — — — — — — — — — — — —

Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 350,858 ) — — — — — — — — — — —

Balance at March 31, 2026 142,979,907 $ 1 7,970,185 $ — 60,091,740 $ 1 ( 55,957,738 ) $ ( 1,475,666 ) $ 1,591,921 $ 1,623,693 $ ( 4,975 ) $ 1,734,975 $ 461,559 $ 2,196,534

Deconsolidation of RFQ-hub — — — — — — — — — — — — ( 35,608 ) ( 35,608 )

Share based compensation 62,556 — — — — — — — 15,074 — — 15,074 — 15,074

Treasury stock purchases ( 24,464 ) — — — — — ( 1,658,514 ) ( 66,821 ) — ( 996 ) — ( 67,817 ) — ( 67,817 )

Stock options exercised 693,750 — — — — — — — 13,181 — 13,181 — 13,181

Net income — — — — — — — — — 151,187 — 151,187 141,789 292,976

Foreign exchange translation adjustment — — — — — — — — — — 7,160 7,160 5,379 12,539

Net change in unrealized cash flow hedges gains — — — — — — — — — — 627 627 471 1,098

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

— — — — — — — — — ( 21,949 ) — ( 21,949 ) ( 137,809 ) ( 159,758 )

Balance at June 30, 2025 140,313,790 $ 1 8,194,847 $ — 60,091,740 $ 1 ( 55,483,151 ) $ ( 1,454,716 ) $ 1,504,158 $ 1,355,688 $ 2,233 $ 1,407,365 $ 225,976 $ 1,633,341

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

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

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

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

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

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

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

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

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

Virtu Financial, Inc.

and Subsidiaries

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three and Nine Months Ended September 30, 2025 and 2024

2 unchanged sentences

Shares Amounts Shares Amounts Shares Amounts Shares Amounts Amounts

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

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

Virtu Financial, Inc.

and Subsidiaries

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three and Nine Months Ended September 30, 2025 and 2024

Stockholders' Equity Noncontrolling Interest Total Equity

(in thousands, except share and interest data)

Shares Amounts Shares Amounts Shares Amounts Shares Amounts Amounts

Balance at December 31, 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

Share based compensation 2,596,226 — — — — — — — 28,883 — — 28,883 — 28,883

Treasury stock purchases ( 946,267 ) — — — — — ( 1,959,076 ) ( 35,889 ) — ( 16,013 ) — ( 51,902 ) — ( 51,902 )

Net income — — — — — — — — — 55,817 — 55,817 55,491 111,308

Foreign exchange translation adjustment — — — — — — — — — — ( 2,037 ) ( 2,037 ) ( 1,489 ) ( 3,526 )

Net change in unrealized cash flow hedges gains — — — — — — — — — — 894 894 653 1,547

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

— — — — — — — — — ( 22,660 ) — ( 22,660 ) ( 44,929 ) ( 67,589 )

Balance at March 31, 2024 136,550,996 $ 1 8,607,998 $ — 60,091,740 $ 1 ( 47,767,427 ) $ ( 1,202,188 ) $ 1,380,457 $ 1,017,547 $ 15,904 $ 1,211,722 $ 212,355 $ 1,424,077

Share based compensation 20,000 — — — — — — — 13,076 — — 13,076 — 13,076

Treasury stock purchases ( 8,665 ) — — — — — ( 1,384,593 ) ( 31,244 ) — ( 191 ) — ( 31,435 ) — ( 31,435 )

Stock options exercised 29,375 — — — — — — — 558 — 558 — 558

Net income — — — — — — — — — 66,586 — 66,586 61,531 128,117

Foreign exchange translation adjustment — — — — — — — — — — 221 221 215 436

Net change in unrealized cash flow hedges gains — — — — — — — — — — ( 7,416 ) ( 7,416 ) ( 5,494 ) ( 12,910 )

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

— — — — — — — — — ( 22,368 ) — ( 22,368 ) ( 70,727 ) ( 93,095 )

Balance at June 30, 2024 136,591,706 $ 1 8,607,998 $ — 60,091,740 $ 1 ( 49,152,020 ) $ ( 1,233,432 ) $ 1,394,091 $ 1,061,574 $ 8,709 $ 1,230,944 $ 197,880 $ 1,428,824

Cumulative-effect adjustment due to the adoption of ASU 2023-08, net of tax — — — — — — — — — 21,800 — 21,800 — 21,800

Share based compensation 2,650,096 — — — — — — — 42,028 — — 42,028 — 42,028

4 unchanged sentences

Foreign exchange translation adjustment — — — — — — — — — — 2,720 2,720 2,020 4,740

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

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

Net change in unrealized cash flow hedges gains — — — — — — — — — — ( 1,211 ) ( 1,211 ) ( 899 ) ( 2,110 )

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

— — — — — — — — — ( 22,164 ) — ( 22,164 ) ( 72,524 ) ( 94,688 )

1 unchanged sentence

Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 350,858 ) — — — — — — — — — — —

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

Balance at March 31, 2025 139,581,948 $ 1 8,194,847 $ — 60,091,740 $ 1 ( 53,824,637 ) $ ( 1,387,895 ) $ 1,475,903 $ 1,227,446 $ ( 5,554 ) $ 1,309,902 $ 251,754 $ 1,561,656

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

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

9 unchanged sentences

Deferred taxes 5,999 6,095

Gain on sale of RFQ-hub ( 66,988 ) —

Other 9,994 6,499

18 unchanged sentences

Acquisition of property and equipment ( 5,608 ) ( 5,732 )

Proceeds from sale of RFQ-hub 37,932 —

Other investing activities ( 4,426 ) ( 1,350 )

8 unchanged sentences

Repayment of long-term borrowings ( 15,450 ) ( 1,245,000 )

Proceeds from interest rate swaps — 1,955

Payment of tax receivable agreement obligations ( 15,402 ) ( 20,773 )

5 unchanged sentences

Cash, cash equivalents, and restricted or segregated cash, end of period $ 1,030,201 $ 771,014

Supplementary disclosure of cash flow information

Cash paid for interest $ 165,042 $ 133,920

Virtu Financial, Inc.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

Supplementary disclosure of cash flow information

Cash paid for interest $ 472,179 $ 426,757

Cash paid for taxes 11,947 11,918

13 unchanged sentences

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

As of September 30, 2025, VFI owned approximately 57.2 % of the membership interests of Virtu Financial.

As of March 31, 2026, VFI owned approximately 57.4 % of the membership interests of Virtu Financial.

VFI is the sole managing member of Virtu Financial and operates and controls all of the businesses and affairs of Virtu Financial and its subsidiaries (the “Group”).

The Company is a leading financial firm that leverages cutting edge technology to deliver liquidity to the global markets and innovative, transparent trading solutions to its clients.

The Company provides deep liquidity in over 25,000 financial instruments, on over 250 venues, in 40 countries worldwide to help create more efficient markets.

The Company provides deep liquidity in over 50,000 financial instruments, on over 150 venues worldwide to help create more efficient markets.

Leveraging its global market structure expertise and scaled, multi-asset infrastructure, the Company provides its clients with a robust product suite including offerings in execution, liquidity sourcing, analytics and broker-neutral, multi-dealer platforms in workflow technology.

1 unchanged sentence

The Company’s integrated, multi-asset analytics platform provides a range of pre- and post-trade services, data products and compliance tools that its clients rely upon to invest, trade and manage risk across global markets.

The Company has completed two significant acquisitions that have expanded and complemented Virtu Financial's original electronic trading and marking making business.

The Company has completed two significant acquisitions that have expanded and complemented Virtu Financial's original electronic trading and market making business.

On July 20, 2017, the Company completed the all-cash acquisition of KCG Holdings, Inc.

9 unchanged sentences

and Virtu ITG Platforms LLC, a provider of workflow technology solutions and network connectivity services.

Principal foreign subsidiaries include Virtu Financial Ireland Limited (“VFIL”) and Virtu Europe Trading Limited (“VETL”) (f/k/a Virtu ITG Europe Limited), each formed in Ireland;

Principal foreign subsidiaries include Virtu Financial Ireland Limited (“VFIL”) and Virtu Europe Trading Limited (“VETL”), each formed in Ireland;

Virtu ITG UK Limited (“VIUK”), formed in the United Kingdom;

20 unchanged sentences

Securities and Exchange Commission (“SEC”) regarding financial reporting with respect to Form 10-Q and accounting standards generally accepted in the United States of America (“U.S.

GAAP”) promulgated by the

Financial Accounting Standards Board (“FASB”) in the Accounting Standards Codification (“ASC” or the “Codification”), and reflect all adjustments that, in the opinion of management, are normal and recurring, and that are necessary for a fair statement of the results for the periods presented.

GAAP”) promulgated by the Financial Accounting Standards Board (“FASB”) in the Accounting Standards Codification (“ASC” or the “Codification”), and reflect all adjustments that, in the opinion of management, are normal and recurring, and that are necessary for a fair statement

of the results for the periods presented.

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

6 unchanged sentences

For a detailed discussion of the Company's significant accounting policies, see Note 2 “Summary of Significant Accounting Policies” in our consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025.

Digital Assets Held

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.

This ASU requires measurement of in-scope crypto assets at fair value with gains or losses from remeasurement recognized in net income.

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.

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.

Upon adoption, the Company records these tokens at fair value within Other assets on the Condensed Consolidated Statements of Financial Condition.

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.

Subsequently, the Company remeasures these tokens at fair value at the end of each reporting period with changes recognized through Other, net on the Condensed Consolidated Statements of Comprehensive Income.

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.

The Company uses the “first-in, first-out” method to determine the cost basis for its Digital assets held.

Accounting Pronouncements Recently Adopted

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.

The Company adopted this ASU on January 1, 2025, and it did not have a material impact on its Condensed 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.

The Company adopted this ASU on January 1, 2025.

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.

The Company adopted this ASU on January 1, 2025, and it did not have a material impact on its Condensed 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.

The Company adopted this ASU on January 1, 2025, and it did not have a material impact on its Condensed Consolidated Financial Statements.

Accounting Pronouncements Not Yet Adopted as of September 30, 2025

Income Taxes - In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) .

This ASU requires disclosure of additional information on effective tax rate reconciliation and income taxes paid.

This ASU is effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on its Condensed Consolidated Financial Statements and related disclosures.

Accounting Pronouncements Not Yet Adopted as of March 31, 2026

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).

11 unchanged sentences

The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on its Condensed Consolidated Financial Statements and related disclosures.

Derivatives and Hedging - In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815) .

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.

This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods.

The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures.

Interim Reporting - In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) .

This ASU provides clarity and enhances the navigability of existing interim disclosures required by U.S.

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

The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures.

Codification Improvements - In December 2025, the FASB issued ASU 2025-12, Codification Improvements (Evergreen) .

This ASU improves the ASC for a broad range of Topics through technical corrections, clarifications, and other minor enhancements.

This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods.

The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on the Company’s Condensed Consolidated Financial Statements and related disclosures.

Sale of RFQ-hub

RFQ‑hub is a multi‑asset platform for global listed and over‑the‑counter (“OTC”) financial instruments.

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.

In May 2022, the Company formed a consortium of strategic partners and investors to own and support the growth of the RFQ-hub business.

Through a series of related transactions at that time in 2022, we sold a substantial minority interest in the business to multiple strategic partners and maintained a majority ownership interest.

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

17 unchanged sentences

Gain on sale of RFQ-hub $ 66,988

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:

(in thousands) December 31, 2024

Business assets and liabilities held for sale:

Receivables from broker-dealers and clearing organizations $ 194

Property, equipment and capitalized software (net) 854

Intangibles (net) 3,486

Other assets 81

Liabilities $ ( 1,526 )

Total carrying value of RFQ-hub $ 3,089

Earnings per Share

The below table contains a reconciliation of Net income before income taxes and noncontrolling interest to Net income available for common stockholders:

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

Three Months Ended March 31,

(in thousands) 2026 2025

5 unchanged sentences

The calculation of basic and diluted earnings per share is presented below:

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

Three Months Ended March 31,

(in thousands, except for share or per share data) 2026 2025

6 unchanged sentences

Basic earnings per share $ 1.99 $ 1.09

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

Three Months Ended March 31,

(in thousands, except for share or per share data) 2026 2025

10 unchanged sentences

Subsequent adjustments of the tax receivable agreements obligations due to certain events (e.g., changes to the expected realization of NOLs or changes in tax rates) will be recognized within income before taxes and noncontrolling interests in the Condensed Consolidated Statements of Comprehensive Income.

The Company made payments totaling $ 134.8 million from February 2017 through September 2025 with respect to its TRA obligation.

The Company made payments totaling $ 150.2 million from February 2017 through March 2026 with respect to its TRA obligation.

Tax receivable payments are expected to range from approximately $ 0.3 million to $ 22.5 million per year over the next 15 years.

At September 30, 2025 and December 31, 2024, the Company’s remaining deferred tax assets that relate to the matters described above were approximately $ 94.2 million and $ 114.4 million, respectively, and the Company’s liabilities over the next 15 years pursuant to the tax receivable agreements were approximately $ 175.8 million and $ 196.6 million for September 30, 2025 and December 31, 2024, respectively.

The amounts recorded as of September 30, 2025 and December 31, 2024 are based on best estimates available at the respective dates and may be subject to change after the filing of the Company’s U.S.

At March 31, 2026 and December 31, 2025, the Company’s remaining deferred tax assets that relate to the matters described above were approximately $ 85.8 million and $ 91.4 million, respectively, and the Company’s liabilities over the next 15 years pursuant to the tax receivable agreements were approximately $ 166.5 million and $ 181.9 million for March 31, 2026 and December 31, 2025, respectively.

The amounts recorded as of March 31, 2026 and December 31, 2025 are based on best estimates available at the respective dates and may be subject to change after the filing of the Company’s U.S.

federal and state income tax returns for the years in which tax savings were realized.

4 unchanged sentences

and one non-operating segment:

As of September 30, 2025 and December 31, 2024, the Company’s total amount of goodwill recorded was $ 1,148.9 million.

No goodwill impairment was recognized during the three and nine months ended September 30, 2025 and 2024.

The following table presents the details of goodwill by segment as of September 30, 2025 and December 31, 2024:

As of March 31, 2026 and December 31, 2025, the Company’s total amount of goodwill recorded was $ 1,148.9 million.

No goodwill impairment was recognized during the three months ended March 31, 2026 and 2025.

The following table presents the details of goodwill by segment as of March 31, 2026 and December 31, 2025:

(in thousands) Market Making Execution Services Corporate Total

Balance as of period-end $ 755,292 $ 393,634 $ — $ 1,148,926

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

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

As of September 30, 2025

As of March 31, 2026 and December 31, 2025, the Company’s total amount of intangible assets recorded was $ 143.1 million and $ 154.9 million, respectively.

Acquired intangible assets consisted of the following as of March 31, 2026 and December 31, 2025:

As of March 31, 2026

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

16 unchanged sentences

ETF buyer relationships 950 ( 950 ) — 9

Other 1,125 — 1,125 Indefinite

$ 630,523 $ ( 475,592 ) $ 154,931

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.

The sale of RFQ-hub was completed on May 9, 2025, and the Company disposed of these Assets of business held for sale at such time.

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

Amortization expense relating to finite-lived intangible assets was approximately $ 11.8 million and $ 11.8 million for the three months ended March 31, 2026 and 2025, respectively.

This is included in Amortization of purchased intangibles and acquired capitalized software in the accompanying Condensed Consolidated Statements of Comprehensive Income.

3 unchanged sentences

Receivables from/Payables to Broker-Dealers and Clearing Organizations

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

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

The following is a summary of receivables from and payables to brokers-dealers and clearing organizations at March 31, 2026 and December 31, 2025:

(in thousands) March 31, 2026 December 31, 2025

Due from prime brokers $ 1,601,842 $ 902,859

12 unchanged sentences

(1) The Company presents its balances, including outstanding principal balances on all broker credit facilities, on a net-by-counterparty basis within receivables from and payables to broker-dealers and clearing organizations when the criteria for offsetting are met .

Included as a deduction from “Due from prime brokers” and “Net equity with futures commission merchants” is the outstanding principal balance on all of the Company’s prime brokerage credit facilities (described in Note 9 “Borrowings”) of approximately $ 123.2 million and $ 123.0 million as of September 30, 2025 and December 31, 2024, respectively.

Included as a deduction from “Due from prime brokers” and “Net equity with futures commission merchants” is the outstanding principal balance on all of the Company’s prime brokerage credit facilities (described in Note 9 “Borrowings”) of approximately $ 398.5 million and $ 203.8 million as of March 31, 2026 and December 31, 2025, respectively.

The loan proceeds from the credit facilities are available only to meet the initial margin requirements associated with the Company’s ordinary course futures and other trading positions, which are held in the Company’s trading accounts with an affiliate of the respective financial institutions.

3 unchanged sentences

The Company is permitted to sell or repledge securities received as collateral and use these securities to secure repurchase agreements, enter into securities lending transactions or deliver these securities to counterparties or clearing organizations to cover short positions.

At September 30, 2025 and December 31, 2024, substantially all of the securities received as collateral have been repledged.

The fair value of the collateralized transactions at September 30, 2025 and December 31, 2024 are summarized as follows:

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

At March 31, 2026 and December 31, 2025, substantially all of the securities received as collateral have been repledged.

The fair value of the collateralized transactions at March 31, 2026 and December 31, 2025 are summarized as follows:

(in thousands) March 31, 2026 December 31, 2025

Securities received as collateral:

3 unchanged sentences

In the normal course of business, the Company pledges qualified securities with clearing organizations to satisfy daily margin and clearing fund requirements.

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

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

Financial instruments owned and pledged, where the counterparty has the right to repledge, at March 31, 2026 and December 31, 2025 consisted of the following:

(in thousands) March 31, 2026 December 31, 2025

Equities $ 3,388,665 $ 3,200,345

3 unchanged sentences

The following summarizes the Company’s short-term borrowing balances outstanding, net of related debt issuance costs, with each described in further detail below.

September 30, 2025

March 31, 2026

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

Broker-dealer credit facilities $ 150,000 $ ( 1,947 ) $ 148,053

Short-term bank loans 6,920 — 6,920

$ 156,920 $ ( 1,947 ) $ 154,973

20 unchanged sentences

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

At September 30, 2025

At March 31, 2026

(in thousands) Interest Rate Financing Available Borrowing Outstanding Deferred Debt Issuance Cost Outstanding Borrowings, net

5 unchanged sentences

(1) Interest rate for Borrowing Base A Loan and Borrowing Base B Loan under the Committed Facility was 5.03 % and 6.29 %, respectively.

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

There was no balance outstanding under Borrowing Base B Loan as of March 31, 2026.

At December 31, 2025

5 unchanged sentences

$ 1,060,000 $ 10,000 $ — $ 10,000

(1) $ 0.3 million of deferred debt issuance costs are included within Other assets on the Consolidated Statement of Financial Condition.

(1) $ 2.5 million of deferred debt issuance costs are included within Other assets on the Consolidated Statements of Financial Condition.

Interest rate for Borrowing Base A Loan and Borrowing Base B Loan under the Committed Facility was 5.09 % and 6.58 %, respectively.

2 unchanged sentences

Interest expense is included within Interest and dividends expense in the accompanying Condensed Consolidated Statements of Comprehensive Income.

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

Three Months Ended March 31,

(in thousands) 2026 2025

6 unchanged sentences

The Company’s international securities clearance and settlement activities are funded with operating cash or with short-term bank loans in the form of overdraft facilities.

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

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

At March 31, 2026 and December 31, 2025, there were $ 6.9 million and $ 2.4 million, respectively, of short-term bank loans associated with international settlement activities outstanding under these facilities, at a weighted average interest rate of approximately 2.2 % and 1.3 %, respectively.

Outstanding short-term bank loan balances are included within Short-term borrowings on the Condensed Consolidated Statements of Financial Condition.

1 unchanged sentence

entered into an agreement with a financial institution for a short-term bank loan with a total capacity of $ 50.0 million.

At September 30, 2025 and December 31, 2024, there was no balance outstanding under this short-term bank loan.

At March 31, 2026 and December 31, 2025, there was no balance outstanding under this short-term bank loan.

Prime Brokerage Credit Facilities

1 unchanged sentence

The proceeds of these facilities are used to meet margin requirements associated with the products traded by the Company in the ordinary course, and amounts borrowed are collateralized by the Company’s trading accounts with the applicable financial institution.

At September 30, 2025

At March 31, 2026

(in thousands) Weighted Average

12 unchanged sentences

(1) Outstanding borrowings are included with Receivables from/Payables to broker-dealers and clearing organizations within the Condensed Consolidated Statements of Financial Condition.

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

Interest expense in relation to the facilities was $ 4.1 million and $ 2.5 million for the three months ended March 31, 2026 and 2025 , respectively.

Long-Term Borrowings

The following summarizes the Company’s long-term borrowings, net of unamortized discount and debt issuance costs, where applicable:

At September 30, 2025

At March 31, 2026

(in thousands) Maturity

23 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.

In October 2019, the Company entered into a five-year $ 525.0 million floating-to-fixed interest rate swap agreement.

In January 2020, the Company also entered into a five-year $ 1,000.0 million floating-to-fixed interest rate swap agreement.

These two interest rate swaps met the criteria to be considered and were designated qualifying cash flow hedges under ASC 815 in the first quarter of 2020, and they effectively fixed interest payment obligations on $ 525.0 million and $ 1,000 million of principal under the previous first lien term loan facility in relation to the ITG Acquisition at rates of 4.3 % and 4.4 % through September 2024 and January 2025, respectively.

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

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.

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.

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.

In January 2022, in order to align the Company’s existing 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.

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 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.

4 unchanged sentences

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

1 to the Original Credit Agreement (the “First Amended Credit Agreement”) and completed the issuance of the Notes (as defined below).

1 to the Original Credit Agreement (as amended, the “First Amended Credit Agreement”) and completed the issuance of the Notes (as defined below).

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.

8 unchanged sentences

As a result of the partial dedesignation, we recognized a gain of $ 5.7 million in Other Income.

The current 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.

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.

On February 19, 2025 (the “Amendment No.

2 unchanged sentences

Amendment No.

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

2 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.

2 Effective Date.

3 unchanged sentences

Amendment No.

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

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”).

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 %.

1 unchanged sentence

2 Effective Date.

On February 19, 2026, the Company repaid $ 15.5 million.

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

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

The 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.

The designation of the interest rate swap as a cash flow hedge was discontinued upon the termination of the 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.

As of September 30, 2025, $ 1,545.0 million was outstanding under the current term loans, and there were no amounts outstanding under the first lien revolving facility.

As of March 31, 2026, $ 1,529.6 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 Condensed Consolidated Statements of Comprehensive Income.

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

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

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

As of September 30, 2025, aggregate future required minimum principal payments based on the terms of the long-term borrowings were as follows:

In 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.

The principal balance was ¥ 3.5 billion ($ 22.1 million) and ¥ 3.5 billion ($ 22.3 million) as of March 31, 2026 and December 31, 2025, respectively.

The Company had a gain of $ 0.3 million and a loss of $ 1.1 million during the three months ended March 31, 2026 and 2025, respectively, due to changes in foreign currency rates.

As of March 31, 2026, aggregate future required minimum principal payments based on the terms of the long-term borrowings were as follows:

(in thousands)

Remainder of 2026 $ —

Thereafter 1,967,750

2031 1,967,750

Total principal of long-term borrowings $ 2,051,601

2 unchanged sentences

The fair value of equities, options, on-the-run U.S.

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.

government obligations, certain exchange traded notes, USDC, 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.

4 unchanged sentences

The theoretical prices reflect price adjustments primarily caused by the fact that the Company continuously prices its financial instruments based on all available information.

This information includes prices for identical and near-identical positions, as well as the prices for securities underlying the Company’s positions, on other exchanges that are open after the exchange on which the financial instruments is traded closes.

This information includes prices for identical and near-identical positions, as well as the prices for securities underlying the Company’s positions, on other exchanges that are

open after the exchange on which the financial instruments is traded closes.

The Company validates that all price adjustments can be substantiated with market inputs and checks the theoretical prices independently.

Consequently, such financial instruments are classified as Level 2.

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

September 30, 2025

Fair value measurements for those items measured on a recurring basis are summarized below as of March 31, 2026:

March 31, 2026

(in thousands) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Counterparty and Cash Collateral Netting Total Fair Value

13 unchanged sentences

Digital assets 195,072 — — — 195,072

21,867 — — — 21,867

Exchange stock 891 — — — 891

12 unchanged sentences

Payables to broker dealers and clearing organizations:

Interest rate swap $ — $ 487 $ — $ — $ 487

Payables linked to digital assets $ — $ 245,868 $ — $ — $ 245,868

$ — $ 245,868 $ — $ — $ 245,868

(1) USDC is a stablecoin that can be redeemed on a one -to-one basis for U.S.

dollars and is accounted for as a financial asset.

Fair value measurements for those items measured on a recurring basis are summarized below as of December 31, 2025:

29 unchanged sentences

Payables to broker dealers and clearing organizations:

Interest rate swap $ — $ 2,572 $ — $ — $ 2,572

Payables linked to digital assets $ — $ 181,272 $ — $ — $ 181,272

5 unchanged sentences

The JNX Investment is included within Level 3 of the fair value hierarchy.

As of September 30, 2025 and December 31, 2024, the fair value of the JNX Investment was determined using a weighted average of valuations using 1) the discounted cash flow method, an income approach;

As of March 31, 2026 and December 31, 2025, the fair value of the JNX Investment was determined using a weighted average of valuations using 1) the discounted cash flow method, an income approach;

2) a market approach based on average enterprise value/EBITDA ratios of comparable companies;

2 unchanged sentences

The table below presents information on the valuation techniques, significant unobservable inputs and their ranges for the JNX Investment:

September 30, 2025

March 31, 2026

(in thousands) Fair Value Valuation Technique Significant Unobservable Input Range Weighted Average

9 unchanged sentences

The following presents the changes in the Company’s Level 3 financial instruments measured at fair value on a recurring basis:

Three Months Ended September 30, 2025

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

Other assets:

Equity investment $ 85,990 $ — $ 2,262 $ — $ — $ 88,252 $ 2,262

Other — — — — —

Total $ 85,990 $ — $ 2,262 $ — $ — $ 88,252 $ 2,262

(1) Total realized and unrealized gains/(losses) includes gains and losses due to fluctuations in currency rates as well as gains and losses recognized on changes in the fair value of the JNX Investment.

Three Months Ended September 30, 2024

(in thousands) Balance at June 30, 2024

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

Other assets:

Equity investment $ 79,031 $ — $ 8,567 $ — $ — $ 87,598 $ 8,567

Other — — — — — — —

Total $ 79,031 $ — $ 8,567 $ — $ — $ 87,598 $ 8,567

Nine Months Ended September 30, 2025

(in thousands) Balance at December 31, 2024 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at September 30, 2025 Change in Net Unrealized Gains / (Losses) on Investments still held at September 30, 2025

Three Months Ended March 31, 2026

(in thousands) Balance at December 31, 2025 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at March 31, 2026 Change in Net Unrealized Gains / (Losses) on Investments still held at March 31, 2026

Other assets:

2 unchanged sentences

Nine Months Ended September 30, 2024

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

Three Months Ended March 31, 2025

(in thousands) Balance at December 31, 2024 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at March 31, 2025 Change in Net Unrealized Gains / (Losses) on Investments still held at March 31, 2025

Other assets:

7 unchanged sentences

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

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

September 30, 2025

The table below summarizes financial assets and liabilities not carried at fair value on a recurring basis as of March 31, 2026:

March 31, 2026

Carrying Value Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs

46 unchanged sentences

In the tables below, the amounts of financial instruments owned that are not offset in the Condensed Consolidated Statements of Financial Condition, but could be netted against financial liabilities with specific counterparties under legally enforceable master netting agreements in the event of default, are presented to provide financial statement readers with the Company’s estimate of its net exposure to counterparties for these financial instruments.

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

September 30, 2025

The following tables set forth the gross and net presentation of certain financial assets and financial liabilities as of March 31, 2026 and December 31, 2025:

March 31, 2026

Gross Amounts of Recognized Assets Amounts Offset in the Condensed Consolidated Statements of Financial Condition Net Amounts of Assets Presented in the Condensed Consolidated Statements of Financial Condition Amounts Not Offset in the Condensed Consolidated Statements of Financial Condition

13 unchanged sentences

Securities sold under agreements to repurchase 2,214,540 — 2,214,540 ( 2,214,540 ) — —

Payable to broker-dealers and clearing organizations:

Interest rate swaps 487 — 487 — — 487

Trading liabilities, at fair value:

23 unchanged sentences

Total $ 5,298,925 $ ( 198,463 ) $ 5,100,462 $ ( 4,787,294 ) $ ( 164,398 ) $ 148,770

The following table presents gross obligations for securities sold under agreements to repurchase and for securities lending transactions by remaining contractual maturity and the class of collateral pledged as of September 30, 2025 and December 31, 2024:

September 30, 2025

March 31, 2026

Remaining Contractual Maturity

20 unchanged sentences

Digital Assets Held

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

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

Units Cost Basis Fair Value Carrying Value

The following table summarizes Digital assets held at March 31, 2026 and December 31, 2025:

(in thousands, except units) March 31, 2026

Units Cost Basis Fair Value

Bitcoin 1,859 $ 124,603 $ 126,427

Ethereum 13,446 27,941 28,225

XRP 22,016,849 63,065 63,065 686

Other NM 39,514 40,420

Total Digital assets held $ 192,058 $ 195,072

As of September 30, 2025, 50.0 million PYTH tokens with a fair value of $ 7.5 million are subject to selling restrictions.

(in thousands, except units) December 31, 2025

Units Cost Basis Fair Value

Bitcoin 1,274 $ 112,392 $ 111,760

Other NM 41,802 42,850

Total Digital assets held $ 154,194 $ 154,610

As of March 31, 2026, 50.0 million PYTH tokens with a fair value of $ 2.0 million are subject to selling restrictions.

The time-based selling restrictions will unlock annually between 2026 and 2027.

Derivative Instruments

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

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

The fair value of the Company’s derivative instruments on a gross basis consisted of the following at March 31, 2026 and December 31, 2025:

(in thousands) March 31, 2026 December 31, 2025

Derivatives Assets Financial Statement Location Fair Value Notional Fair Value Notional

14 unchanged sentences

Currency forwards Financial instruments sold, not yet purchased 490,175 45,526,573 198,463 28,008,595

Derivative instruments designated as hedging instruments:

Interest rate swaps Payables to broker-dealers and clearing organizations 487 1,075,000 2,572 1,075,000

Amounts included in receivables from and payables to broker-dealers and clearing organizations represent net variation margin on long and short futures contracts as well as amounts receivable or payable on interest rate swaps.

The following table summarizes the net gain (loss) from derivative instruments not designated as hedging instruments under ASC 815, which are recorded in total revenues, and from those designated as hedging instruments under ASC 815, which are initially recorded in other comprehensive income in the accompanying Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024.

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

Three Months Ended March 31,

(in thousands) Financial Statements Location 2026 2025

3 unchanged sentences

Options Trading income, net 45,988 8,582

Interest rate swap on term loans (1) Other, net — — — 5,686

Terminated interest rate swaps (2) Financing interest expense on long-term borrowings — ( 2,910 )

2 unchanged sentences

Interest rate swaps (1) Other comprehensive income $ — $ 431

$ 430 $ ( 12,918 ) $ 2,252 $ 607

(1) The Company entered into a two-year $ 1,525 million floating-to-fixed interest rate agreement in December 2023 (the “December 2023 Swap”).

The two-year interest rate swap met the criteria to be considered as a qualifying cash flow hedge under ASC 815 as of December 2023, and the mark-to-market gains (losses) on the instrument was deferred within Other comprehensive income on the Condensed Consolidated Statements of Comprehensive Income.

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.

In November 2025, the designation of the interest rate swap as a 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 Condensed Consolidated Statements of Comprehensive Income.

See Note 9 “Borrowings” for further details on the terminated swaps.

See Note 9 “Borrowings” for further details on the previously terminated swaps.

Variable Interest Entities

4 unchanged sentences

The Company and its JV partners each pay monthly fees for the use of the communication networks in connection with their respective trading activities, and the JV may sell excess bandwidth that is not utilized by the JV members to third parties.

As of September 30, 2025, the Company held a noncontrolling interest of 50.0 % in the JV.

The Company previously held a noncontrolling interest of 12.5 % in another JV that also builds and maintains communication networks and related assets and followed a similar fee arrangement.

As of September 1, 2024, the Company had disposed of its interest in this JV.

As of March 31, 2026, the Company held a noncontrolling interest of 50.0 % in the JV.

The Company has an interest in a JV that offers derivatives trading technology and execution services to broker-dealers, professional traders and select hedge funds.

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

As of March 31, 2026, the Company held approximately a 9.8 % noncontrolling interest in this JV.

The Company has an interest in a JV that operates a member-owned equities exchange with the goal of increasing competition and transparency, while reducing fixed costs and simplifying execution of equity trading in the U.S.

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

As of March 31, 2026, the Company held approximately a 12.7 % noncontrolling interest in this JV.

The Company has an interest in a JV that was formed for the purpose of developing and operating a cryptocurrency trading platform with the goal of increasing competition and transparency, while improving trading performance and reducing operational risk.

As of September 30, 2025, the Company held approximately a 8.0 % noncontrolling interest in this JV.

As of March 31, 2026, the Company held approximately a 8.5 % noncontrolling interest in this JV.

The Company’s JVs noted above meet the criteria to be considered VIEs, which it does not consolidate.

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 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 Condensed Consolidated Statements of Comprehensive Income.

expenses and other liabilities on the Statements of Financial Condition as applicable.

The Company records its pro-rata share of the JVs’ earnings or losses within Other, net and fees related to the use of communication services provided by the telecommunications JV within Communications and data processing on the Condensed Consolidated Statements of Comprehensive Income.

The Company’s exposure to the obligations of these VIEs is generally limited to its interests in each respective JV, which is the carrying value of the equity investment in each JV.

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

The following table presents the Company’s nonconsolidated VIEs at March 31, 2026:

Carrying Amount Maximum Exposure to Loss VIEs' assets

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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 Condensed 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.

The sale was completed on May 9, 2025.

On May 9, 2025, the Company completed the sale of a 49 % interest in the multi-asset request-for-quote communication platform JV.

Upon the closing of the sale, the Company retains a minority interest of approximately 2 % in RFQ-hub.

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Disaggregation of Revenues

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

Three Months Ended September 30, 2025

(in thousands) Market Making Execution Services Corporate Total

Revenues from contracts with customers:

Commissions, net $ 9,821 $ 112,426 $ — $ 122,247

Workflow technology — 23,180 — 23,180

Analytics — 9,056 — 9,056

Total revenue from contracts with customers 9,821 144,662 — 154,483

Other sources of revenue 658,196 9,844 2,266 670,306

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

Timing of revenue recognition:

Services transferred at a point in time $ 668,017 $ 136,276 $ 2,266 $ 806,559

Services transferred over time — 18,230 — 18,230

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

Three Months Ended September 30, 2024

(in thousands) Market Making Execution Services Corporate Total

Revenues from contracts with customers:

Commissions, net $ 12,721 $ 85,126 $ — $ 97,847

Workflow technology — 24,145 — 24,145

Analytics — 9,629 — 9,629

Total revenue from contracts with customers 12,721 118,900 — 131,621

Other sources of revenue 563,939 6,827 4,453 575,219

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

Timing of revenue recognition:

Services transferred at a point in time $ 576,660 $ 107,457 $ 4,453 $ 688,570

Services transferred over time — 18,270 — 18,270

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

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

(in thousands) Market Making Execution Services Corporate Total

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Total revenues $ 915,697 $ 187,131 $ ( 7,501 ) $ 1,095,327

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

(in thousands) Market Making Execution Services Corporate Total

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Remaining Performance Obligations and Revenue Recognized from Past Performance Obligations

As of September 30, 2025 and 2024, the aggregate amount of the transaction price allocated to the performance obligations relating to workflow technology and analytics revenues that are unsatisfied (or partially unsatisfied) was not material.

As of March 31, 2026 and 2025, the aggregate amount of the transaction price allocated to the performance obligations relating to workflow technology and analytics revenues that are unsatisfied (or partially unsatisfied) was not material.

Contract Assets and Contract Liabilities

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The Company records a contract liability when payment is received prior to the time at which the satisfaction of the service obligation occurs.

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

Receivables related to revenues from contracts with customers amounted to $ 67.5 million and $ 64.5 million as of March 31, 2026 and December 31, 2025, respectively.

The Company did not identify any contract assets.

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

Deferred revenue primarily relates to deferred commissions allocated to analytics products and subscription fees billed in advance of satisfying the performance obligations.

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

The Company recognized the full amount of revenue during the nine months ended September 30, 2025 and 2024, that had been recorded as deferred revenue in the respective prior year.

There were no impairment losses on receivables as of March 31, 2026.

Deferred revenue primarily relates to deferred commissions allocated to analytics products and subscription fees billed

in advance of satisfying the performance obligations.

Deferred revenue related to contracts with customers was $ 10.1 million and $ 9.2 million as of March 31, 2026 and December 31, 2025, respectively.

The Company recognized the full amount of revenue during the three months ended March 31, 2026 and 2025, that had been recorded as deferred revenue in the respective prior year.

The Company has not identified any costs to obtain or fulfill its contracts under ASC 606.

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taxation at the partner level.

Accordingly, for the three and nine months ended September 30, 2025 and 2024, the income attributable to these noncontrolling interests was reported in the Condensed Consolidated Statements of Comprehensive Income, but the related U.S.

Accordingly, for the three months ended March 31, 2026 and 2025, the income attributable to these noncontrolling interests was reported in the Condensed Consolidated Statements of Comprehensive Income, but the related U.S.

income tax expense attributable to these noncontrolling interests was not reported by the Company as it is the obligation of the individual partners.

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subsidiaries are subject to foreign income taxes in the jurisdictions in which they operate.

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

The Company’s provisions for income taxes and effective tax rates were $ 63.0 million, and 15.4 %, and $ 34.1 million, and 15.2 % for the three months ended March 31, 2026 and 2025, respectively.

Income tax expense is also affected by the differing effective tax rates in foreign, state and local jurisdictions where certain of the Company’s subsidiaries are subject to corporate taxation.

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

The balances at September 30, 2025 and December 31, 2024 primarily comprised prepayments of income tax and income tax benefits due to the Company from federal, state, local, and foreign tax jurisdictions based on income before taxes.

Included in Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition at September 30, 2025 and December 31, 2024 are current tax liabilities of $ 40.4 million and $ 22.5 million, respectively.

The balances at September 30, 2025 and December 31, 2024 primarily comprise income taxes owed to federal, state and local, and foreign tax jurisdictions based on income before taxes.

Included in Other assets on the Condensed Consolidated Statements of Financial Condition at March 31, 2026 and December 31, 2025 are current income tax receivables of $ 2.1 million and $ 36.8 million, respectively.

The balances at March 31, 2026 and December 31, 2025 primarily comprised prepayments of income tax and income tax benefits due to the Company from federal, state, local, and foreign tax jurisdictions based on income before taxes.

Included in Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition at March 31, 2026 and December 31, 2025 are current tax liabilities of $ 49.2 million and $ 37.8 million, respectively.

The balances at March 31, 2026 and December 31, 2025 primarily comprise income taxes owed to federal, state and local, and foreign tax jurisdictions based on income before taxes.

Deferred income taxes arise primarily due to the amortization of the deferred tax assets recognized in connection with the IPO (see Note 5 “Tax Receivable Agreements”), differences in the valuation of financial assets and liabilities, and other temporary differences arising from the deductibility of compensation, depreciation, and other expenses in different time periods for book and income tax return purposes.

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Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically with appropriate consideration given to all positive and negative evidence related to the realization of the deferred tax assets.

At September 30, 2025 and December 31, 2024, the Company did not have any U.S.

At March 31, 2026 and December 31, 2025, the Company did not have any U.S.

federal, state or local net operating loss carryforwards and therefore the Company did not record a deferred tax asset related to any federal net operating loss carryforwards.

The Company has non-U.S.

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

A full valuation allowance was recorded against these deferred tax assets at September 30, 2025 and December 31, 2024 as it is more likely than not that these deferred tax assets will not be realized.

No valuation allowance against the remaining deferred taxes was recorded as of September 30, 2025 and December 31, 2024 because it is more likely than not that these deferred tax assets will be fully realized.

net operating losses at March 31, 2026 and December 31, 2025, of $ 42.1 million and $ 46.8 million, respectively, and has recorded related deferred tax assets of $ 7.0 million and $ 7.9 million, respectively.

A full valuation allowance was recorded against these deferred tax assets at March 31, 2026 and December 31, 2025 as it is more likely than not that these deferred tax assets will not be realized.

No valuation allowance against the remaining deferred taxes was recorded as of March 31, 2026 and December 31, 2025 because it is more likely than not that these deferred tax assets will be fully realized.

The Company is subject to taxation in U.S.

federal, state, local and foreign jurisdictions.

As of September 30, 2025, the Company’s tax years for 2015 through 2024 and 2017 through 2023 are subject to examination by U.S.

As of March 31, 2026, the Company’s tax years for 2022 through 2024 and 2018 through 2024 are subject to examination by U.S.

tax authorities, respectively.

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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.

Penalties, if any, are recorded in Operations and administrative expense and interest received or paid is recorded in Other, net or Operations and administrative expense in the Condensed Consolidated Statements of Comprehensive Income, respectively.

The Company had $ 23.7 million of unrecognized tax benefits as of September 30, 2025, all of which would affect the Company’s effective tax rate if recognized.

The Company has determined that there are no uncertain tax positions that would have a material impact on the Company’s financial position as of September 30, 2025.

Public Law No.

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

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

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

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

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

Penalties, if any, are recorded in Operations and

administrative expense and interest received or paid is recorded in Other, net or Operations and administrative expense in the Condensed Consolidated Statements of Comprehensive Income, respectively.

The Company had $ 19.4 million of unrecognized tax benefits as of March 31, 2026, all of which would affect the Company’s effective tax rate if recognized.

The Company has determined that there are no uncertain tax positions that would have a material impact on the Company’s financial position as of March 31, 2026.

Commitments, Contingencies and Guarantees

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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.

The Company believes it has meritorious defenses and has been defending itself vigorously.

Specifically, the Company has asserted, 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.

In June 2025, the Company reached an agreement in principle to settle the matter with the SEC’s Enforcement Staff.

The terms of the anticipated settlement, which is subject to SEC Commission approval and certain other conditions, are not expected to have a material impact on the Company or its business.

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

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

In 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.

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.

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Securities Litigation , No.

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

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

The Company believes the defendants have meritorious defenses against claims that its public disclosures were inadequate or misleading.

The Company maintains that such disclosures were true and accurate and compliant with applicable law, and 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.

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Derivative Litigation .

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

On December 11, 2025, a complaint making similar allegations against current and former directors and officers, captioned Curti v.

Viola et al., No.

2025-1441-KSJM, was filed in Delaware Chancery Court.

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.

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the motion was granted on September 29, 2025.

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

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.

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

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2022-0211-PAF pending in the Court of Chancery of the State of Delaware.

The complaint, filed by a purported stockholder, seeks to compel the inspection of certain Company books and records pursuant to Section 220 of the Delaware General Corporation Law.

The complaint (the “220 Complaint”) alleged that the stockholder sought Company information to investigate (a) whether wrongdoing or mismanagement occurred in connection with distributions made to the partners of Virtu Financial pursuant to the Company’s Up-C corporate structure;

The complaint (the 220 Complaint”), filed by a purported stockholder, seeks to compel the inspection of certain Company books and records pursuant to Section 220 of the Delaware General Corporation Law.

The 220 Complaint alleged that the stockholder sought Company information to investigate (a) whether wrongdoing or mismanagement occurred in connection with distributions made to the partners of Virtu Financial pursuant to the Company’s Up-C corporate structure;

(b) the independence and disinterestedness of the Company’s directors and/or officers and whether the directors breached their fiduciary duties;

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The Company made substantial productions of documents and other information in response to plaintiff's requests.

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.

The Company believes the allegations are without merit and intends to defend against them vigorously.

55 Pension Fund v.

2025-0058-JTL, alleging breaches of fiduciary duties which purportedly have caused harm to holders of the Company’s Class A common stock.

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.

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The Company believes it has meritorious defenses against any unwinding of transactions, and the court granted its motion to dismiss in March 2025.

The debtor plaintiff is appealing the dismissal as of April 2025.

The Company will continue to defend itself vigorously.

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.

1:22-cv-10185.

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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On March 27, 2025, the district court partially granted the defendants’ motion to dismiss.

The Company believes that the claims are without merit and continues to defend itself vigorously.

On November 14, 2025, the Company’s subsidiary, along with another market maker, was named as a defendant in Genius Group Limited v.

Citadel Securities LLC, et al No.

1:25-CV-09546, filed in United States District Court in the Southern District of New York.

The putative class action complaint alleges that defendants engaged in market manipulation of the plaintiff’s stock during a period from 2022 to 2025.

On January 7, 2026, the Company, along with several other parties, was named as a defendant in Asia Broadband, Inc.

Virtu Financial Inc.

2:26-cv-00175, filed in United States District Court in the Central District of California.

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.

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.

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On February 13, 2025, the plaintiffs filed a First Amended Complaint which does not specify any amount of alleged damages.

The Company believes that the claims are without merit and intends to defend itself vigorously.

On December 2, 2025, the court granted the Company’s motion to dismiss the complaint.

On December 31, 2025, the Plaintiffs filed a notice of appeal with the 7th Circuit Court of Appeals.

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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In 2022 and 2023, the SEC under the prior administration proposed several rule changes focused on equity market structure reform, certain of which have been adopted, while others remain pending while others have been withdrawn.

Circuit denied the exchanges legal challenge to the SEC’s access fee caps rulemaking and the SEC has stated that it may extend the November 2025 compliance date, (ii) adopted amendments to Rule 605 of Regulation NMS, which had an initial compliance date on or about December 15, 2025 which has been postponed until August 1, 2026, and (iii) approved a funding model submitted by several exchanges in relation to the Consolidated Audit Trail (CAT) which provided for fee collection commencing in November 2024 but in a decision by the 11th Circuit Court of Appeals, dated July 25, 2025, the Court vacated the funding model and remanded the matter to the SEC for further proceedings and stayed judgment for sixty days.

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.

On March 16, 2026, the SEC approved a revised CAT funding model on a two-year limited basis.

On March 25, 2026, a petition was filed in the 11th Circuit Court of Appeals for a review of the revised plan.

On April 16, 2026, the SEC issued a concept release seeking public comment on the CAT as part of the SEC’s comprehensive review.

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

(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.

Further, on April 23, 2024, the Federal Trade Commission (FTC) announced a final rule banning most non-compete clauses in employer-employee contracts.

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.

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

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.

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.

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In some instances, these matters may result in a disciplinary action and/or a civil or administrative action.

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;

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Lease assets and liabilities are summarized as follows:

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

(in thousands) Financial Statement Location March 31, 2026 December 31, 2025

Operating leases

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Weighted average remaining lease term

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The components of lease expense are as follows:

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

Three Months Ended March 31,

(in thousands) 2026 2025

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Total Finance lease cost $ 2,312 $ 2,491

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

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

Future minimum lease payments under operating and finance leases with non-cancelable lease terms, as of March 31, 2026, are as follows:

(in thousands) Operating Leases Finance Leases

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as reported within the Condensed Consolidated Statements of Financial Condition to the sum of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows.

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

(in thousands) March 31, 2026 December 31, 2025

Cash and cash equivalents $ 973,225 $ 1,061,697

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Shares of the Company’s common stock generally vote together as a single class on all matters submitted to a vote of the Company’s stockholders.

The Founder Member controls approximately 87.1 % of the combined voting power of our common stock as a result of its ownership of our Class A, Class C and Class D Common Stock.

The Company holds approximately a 57.2 % interest in Virtu Financial at September 30, 2025.

Vincent Viola together with certain affiliates controls approximately 87.4 % of the combined voting power of our common stock as a result of their ownership of our Class A, Class C and Class D Common Stock.

The Company holds approximately a 57.4 % interest in Virtu Financial at March 31, 2026.

During the period prior to the Company’s IPO and certain reorganization transactions consummated in connection with the IPO, Class A-2 profits interests and Class B interests in Virtu Financial were issued to Employee Holdco (as defined below) on behalf of certain key employees and stakeholders.

In connection with these reorganization transactions, all Class A-2 profits interests and Class B interests were reclassified into Virtu Financial Units.

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

As of March 31, 2026 and December 31, 2025, there were 3,402,959 and 3,402,959 Virtu Financial Units outstanding held by Employee Holdco, respectively, and 367,123 of such Virtu Financial Units and corresponding Class C Common Stock were exchanged into Class A Common Stock, forfeited or repurchased during the three months ended March 31, 2025, and no units were exchanged, forfeited or repurchased during the three months ended March 31, 2026.

Second Amended and Restated 2015 Management Incentive Plan

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On April 24, 2024, the Company’s Board of Directors authorized the expansion of the program by an additional $ 500 million to $ 1,720 million and extended the duration through April 24, 2026.

The share repurchase program authorizes the Company to repurchase shares from time to time in open market transactions, privately negotiated transactions or by other means.

Repurchases are also permitted to be made under Rule 10b5-1 plans.

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

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

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

The share repurchase program authorized the Company to repurchase shares from time to time in open market transactions, privately negotiated transactions or by other means.

Repurchases were also permitted to be made under Rule 10b5-1 plans.

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

From the inception of the program through March 31, 2026, the Company repurchased approximately 53.8 million shares of Class A Common Stock and Virtu Financial Units for approximately $ 1,417.2 million.

As of March 31, 2026, the Company had approximately $ 302.8 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.

Employee Exchanges

During the nine months ended September 30, 2025 and 2024, pursuant to the exchange agreement by and among the Company, Virtu Financial and holders of Virtu Financial Units, certain current and former employees elected to exchange 566,924 and 31,097 units in Virtu Financial held directly or on their behalf by Virtu Employee Holdco LLC (“Employee Holdco”) on a one -for-one basis for shares of Class A Common Stock.

During the three months ended March 31, 2025, pursuant to the exchange agreement by and among the Company, Virtu Financial and holders of Virtu Financial Units, certain current and former employees elected to exchange 350,858 units in Virtu Financial held directly or on their behalf by Virtu Employee Holdco LLC (“Employee Holdco”) on a one -for-one basis for shares of Class A Common Stock.

There were no employee exchanges during the three months ended March 31, 2026.

Accumulated Other Comprehensive Income

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

Three Months Ended September 30, 2025

(in thousands) AOCI Beginning Balance Amounts recorded

in AOCI Amounts reclassified from AOCI to income AOCI Ending Balance

Net change in unrealized cash flow hedges gains (losses) (1) $ 4,359 $ 55 $ 96 $ 4,510

Foreign exchange translation adjustment ( 2,126 ) ( 1,552 ) — ( 3,678 )

Total $ 2,233 $ ( 1,497 ) $ 96 $ 832

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

As of September 30, 2025, the Company expects approximately $ 41 thousand to be reclassified from AOCI into earnings over the next 12 months.

The timing of the reclassification is based on the interest payment schedule of the long-term borrowings.

Three Months Ended September 30, 2024

(in thousands) AOCI Beginning Balance Amounts recorded

in AOCI Amounts reclassified from AOCI to income AOCI Ending Balance

Net change in unrealized cash flow hedges gains (losses) (1) $ 16,894 $ ( 4,217 ) $ ( 6,983 ) $ 5,694

Foreign exchange translation adjustment ( 8,185 ) 3,455 — ( 4,730 )

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

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

Nine Months Ended September 30, 2025

The following table presents the changes in Other Comprehensive Income for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31, 2026

(in thousands) AOCI Beginning Balance Amounts recorded

in AOCI Amounts reclassified from AOCI to income AOCI Ending Balance

Net change in unrealized cash flow hedges gains (losses) (1) $ 4,943 $ 908 $ ( 1,341 ) $ 4,510

Foreign exchange translation adjustment $ ( 3,011 ) $ ( 1,964 ) $ — $ ( 4,975 )

Total $ ( 3,011 ) $ ( 1,964 ) $ — $ ( 4,975 )

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

As of September 30, 2025, the Company expects approximately $ 41 thousand to be reclassified from AOCI into earnings over the next 12 months.

The timing of the reclassification is based on the interest payment schedule of the long-term borrowings.

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

(in thousands) AOCI Beginning Balance Amounts recorded

6 unchanged sentences

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 nine months ended September 30, 2025 and 2024:

There were no options outstanding as of June 30, 2025.

The following table summarizes activity related to stock options for the three months ended March 31, 2025.

There was no such activity for the three months ended March 31, 2026.

Options Outstanding Options Exercisable

4 unchanged sentences

Forfeited or expired — — — — —

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

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

Granted — — — — —

Exercised ( 813,750 ) 19.00 — ( 813,750 ) 19.00

Forfeited or expired — — — — —

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

At March 31, 2025 693,750 $ 19.00 0.00 693,750 $ 19.00

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

8 unchanged sentences

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

For the nine months ended September 30, 2025 and 2024, respectively, there were 528,221 and 878,091 shares of immediately vested Class A Common Stock granted as part of year-end compensation.

In addition, the Company accrued compensation expense of $ 15.0 million and $ 6.9 million for the three months ended September 30, 2025 and 2024, respectively, $ 33.3 million and $ 19.6 million for the nine months ended September 30, 2025 and 2024, respectively, related to immediately vested Class A Common Stock expected to be awarded as part of year-end incentive compensation, which was included in Employee compensation and payroll taxes on the Condensed Consolidated Statements of Comprehensive Income and Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition.

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

For the three months ended March 31, 2026 and 2025, respectively, there were 717,206 and 528,221 shares of immediately vested Class A Common Stock granted as part of year-end compensation.

In addition, the Company accrued compensation expense of $ 19.2 million and $ 7.2 million for the three months ended March 31, 2026 and 2025, respectively, related to immediately vested Class A Common Stock expected to be awarded as part of year-end incentive compensation, which was included in Employee compensation and payroll taxes on the Condensed Consolidated Statements of Comprehensive Income and Accounts payable, accrued expenses and other liabilities on the Condensed Consolidated Statements of Financial Condition.

The following table summarizes activity related to RSUs and RSAs for the three months ended March 31, 2026 and 2025:

Number of RSUs and RSAs Weighted

4 unchanged sentences

Vested ( 2,650,096 ) 24.96

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

At March 31, 2025 5,575,511 $ 28.97

At December 31, 2025 5,776,036 $ 30.79

2 unchanged sentences

Vested ( 3,514,983 ) 30.00

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

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

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

As of September 30, 2025 and December 31, 2024, total unrecognized share-based compensation expense related to unvested RSUs was $ 113.2 million and $ 53.5 million, respectively, and this amount is to be recognized over a weighted average period of 1.2 years and 0.9 years, respectively.

At March 31, 2026 4,328,874 $ 35.77

(1) Excluded in the number of RSUs and RSAs are 475,000 and 600,000 participating RSAs for the three months ended March 31, 2026 and 2025, where the grant date has not been achieved because the performance conditions have not been met.

The Company recognized $ 15.3 million and $ 15.4 million for the three months ended March 31, 2026 and 2025, respectively, of compensation expense in relation to RSUs.

As of March 31, 2026 and December 31, 2025, total unrecognized share-based compensation expense related to unvested RSUs was $ 128.0 million and $ 95.9 million, respectively, and this amount is to be recognized over a weighted average period of 1.5 years and 1.0 year, respectively.

Awards in which the specific performance conditions have not been met are not included in unrecognized share-based compensation expense.

6 unchanged sentences

broker-dealer subsidiary, Virtu Americas LLC (“VAL”), is subject to the SEC Uniform Net Capital Rule 15c3-1, which requires the maintenance of minimum net capital as detailed in the table below.

Pursuant to New York Stock Exchange (“NYSE”) rules, VAL was also required to maintain $ 1.0 million of capital in connection with the operation of its designated market maker (“DMM”) business as of September 30, 2025.

Pursuant to New York Stock Exchange (“NYSE”) rules, VAL was also required to maintain $ 1.1 million of capital in connection with the operation of its designated market maker (“DMM”) business as of March 31, 2026.

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.

In June 2023, the Company’s U.S.

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

broker-dealer and as such was subject to the SEC Uniform Net Capital Rule 15c3-1.

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.

subsidiary as of September 30, 2025 was as follows:

subsidiary as of March 31, 2026 was as follows:

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

Virtu Americas LLC $ 527,645 $ 3,065 $ 524,580

As of September 30, 2025, VAL had $ 40.8 million of cash in special reserve bank accounts for the benefit of customers pursuant to SEC Rule 15c3-3, Computation for Determination of Reserve Requirements, and $ 6.5 million of cash in reserve bank accounts for the benefit of proprietary accounts of brokers.

As of March 31, 2026, VAL had $ 47.9 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 $ 8.8 million of cash in reserve bank accounts for the benefit of proprietary accounts of brokers.

The balances are included within Cash restricted or segregated under regulations and other on the Condensed Consolidated Statements of Financial Condition.

3 unchanged sentences

Virtu Americas LLC $ 561,242 $ 1,000 $ 560,242

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.

1 unchanged sentence

The Company’s foreign subsidiaries are subject to regulatory capital requirements set by local regulatory bodies, including the Canadian Investment Regulatory Organization (“CIRO”), the Central Bank of Ireland (“CBI”), the Financial Conduct Authority (“FCA”) in the United Kingdom, the Australian Securities and Investments Commission (“ASIC”), the Securities and Futures Commission in Hong Kong (“SFC”), and the Monetary Authority of Singapore (“MAS”).

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

The regulatory net capital balances and regulatory capital requirements applicable to the Company’s foreign subsidiaries as of March 31, 2026 were as follows:

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

10 unchanged sentences

(1) Preliminary

As of September 30, 2025, Virtu Europe Trading Limited had $ 0.1 million of segregated funds on deposit for trade clearing and settlement activity, and Virtu ITG Hong Kong Ltd.

As of March 31, 2026, Virtu Europe Trading Limited had $ 0.1 million of segregated funds on deposit for trade clearing and settlement activity, and Virtu ITG Hong Kong Ltd.

had $ 30 thousand of segregated balances under a collateral account control agreement for the benefit of certain customers.

2 unchanged sentences

Virtu Canada Corp $ 15,133 $ 182 $ 14,951

Virtu Financial Canada ULC (1) — — —

Virtu Europe Trading Limited 86,656 28,283 58,373

7 unchanged sentences

278,288 198,100 80,188

(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.

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.

Geographic Information and Business Segments

17 unchanged sentences

The Corporate segment contains the Company’s investments, principally in strategic trading-related opportunities and maintains corporate overhead expenses and all other income and expenses that are not attributable to the Company’s other segments.

The segment is not considered a reportable operating segment as its results are not regularly reviewed by the Company’s Chief Operating Decisions Makers (“CODMs”).

The segment is not considered a reportable operating segment as its results are not regularly reviewed by the Company’s Chief Operating Decision Makers (“CODMs”).

The accounting policies of the segments are the same as those described in Note 2 “Summary of Significant Accounting Policies”.

4 unchanged sentences

Corporate overhead and other shared expenses, as well as assets and liabilities by segment are not used for evaluating segment performance or in deciding how to allocate resources to segments.

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

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

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

Operating expenses:

Brokerage, exchange, clearance fees and payments for order flow, net 147,522 30,734 — 178,256

Interest and dividends expense 164,374 1,317 — 165,691

Other segment items (2) 205,674 94,045 1,133 300,852

Total operating expenses 517,570 126,096 1,133 644,799

Income (loss) before income taxes and noncontrolling interest $ 150,447 $ 28,410 $ 1,133 $ 179,990

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

Operating expenses:

Brokerage, exchange, clearance fees and payments for order flow, net 152,316 24,429 — 176,745

Interest and dividends expense 134,912 1,158 — 136,070

Other segment items (2) 163,876 81,865 1,124 246,865

Total operating expenses 451,104 107,452 1,124 559,680

Income (loss) before income taxes and noncontrolling interest $ 125,556 $ 18,275 $ 3,329 $ 147,160

(1) Corporate is a non-operating segment.

The Company presents its information as a part of reconciliation to Consolidated Totals.

(2) Other segment items for both reportable segments include:

Communication and data processing, Employee compensation and payroll taxes, Operations and administrative, Depreciation and amortization, Financing interest expense on long-term borrowings, and Debt issue cost related to debt refinancing, prepayment and commitment fees.

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

The Company’s total revenues, operating expenses, and income (loss) before income taxes and noncontrolling interest (“Pre-tax earnings”) by segment for the three months ended March 31, 2026 and 2025 are summarized in the following table:

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

23 unchanged sentences

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

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

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

The following table presents total revenues by geographic area for the three months ended March 31, 2026 and 2025 :

Three Months Ended March 31,

(in thousands) 2026 2025

5 unchanged sentences

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

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

As of March 31, 2026 and December 31, 2025 the Company had net payables to its affiliates of $ 9.7 million and $ 10.6 million, respectively.

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

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

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

The Company paid $ 2.5 million and $ 2.5 million for the three months ended March 31, 2026 and 2025, respectively, to JNX for these trading activities.

The Company pays monthly use fees and makes certain contributions to a JV in which it holds an interest (see Note 13 “Variable Interest Entities”).

These monthly fees are for the use of communication networks operated by the JV and are recorded within Communications and data processing on the Condensed Consolidated Statements of Comprehensive Income.

The Company previously held a similar arrangement with another telecommunication JV and paid a monthly use fee, and the Company disposed of its interests in this JV and ended the monthly fee arrangement as of September 1, 2024.

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

These monthly fees are for the use of communication networks operated by the JV and are

recorded within Communications and data processing on the Condensed Consolidated Statements of Comprehensive Income.

The Company made payments to the JV of $ 11.0 million and $ 7.2 million for the three months ended March 31, 2026 and 2025, respectively.

The Company has an interest in Members Exchange, a member-owned equities exchange.

The Company pays regulatory and transaction fees and receives rebates from trading activities.

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

The Company made payments of $( 3.6 ) million and $ 2.7 million for the three months ended March 31, 2026 and 2025, respectively.

Subsequent Events

The Company has evaluated subsequent events for adjustment to or disclosure in its Condensed Consolidated Financial Statements through the date of this report, and has not identified any recordable or disclosable events, not otherwise reported in these Condensed Consolidated Financial Statements or the notes thereto, except for the following:

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

On April 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 June 15, 2026 to holders of record as of June 1, 2026.

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

What changed 10-Q

Item 1. Financial Statements