What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-01 compared with 2025-10-30 · 130 added, 275 removed, 651 unchanged (38% of the section changed)

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

The following management’s discussion and analysis covers the three and nine months ended September 30, 2025 and 2024 should be read in conjunction with the Condensed Consolidated Financial Statements and accompanying notes for the period ended September 30, 2025, which are included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and accompanying notes and MD&A for the year ended December 31, 2024, which are included in Item 8 and 7, respectively, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The following management’s discussion and analysis covers the three months ended March 31, 2026 and 2025, and it should be read in conjunction with the Condensed Consolidated Financial Statements and accompanying notes for the period ended March 31, 2026, which are included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and accompanying notes and MD&A for the year ended December 31, 2025, which are included in Items 8 and 7, respectively, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

This management’s discussion and analysis contains forward-looking statements that involve risks and uncertainties.

14 unchanged sentences

• risks inherent to the electronic market making business and trading generally;

• enhanced regulatory, congressional, and media scrutiny, including attention to electronic trading, wholesale market making and off-exchange trading, payment for order flow, and other market structure topics may result in additional potential changes in regulation or law which could have an adverse effect on our business as well as adversely impact the public’s perception of us or of companies in our industry;

• enhanced regulatory and media scrutiny, including attention to electronic trading, wholesale market making and off-exchange trading, payment for order flow, and other market structure topics and both the impact of additional potential changes in regulation or law as well as the potential impact upon public perception of us or of companies in our industry could also have an adverse effect on our business;

• increased competition in market making activities and execution services;

• dependence on continued access to sources of liquidity;

• risks associated with self-clearing and other operational elements of our business, including but limited to risks related to funding and liquidity;

• risks associated with self-clearing and other operational elements of our business, including but not limited to risks related to funding and liquidity;

• obligations to comply with applicable regulatory capital requirements;

10 unchanged sentences

• failure to protect our systems from internal or external cyber threats that could result in damage to our computer systems, business interruption, loss of data, monetary payment demands or other consequences;

• risks associated with investments in our growth strategy which increase our capital expenditures and operating expenses and which may not ultimately yield returns that justify these increases;

• risks associated with international operations and expansion, including failed acquisitions or dispositions;

• the effects of and changes in economic conditions (such as volatility in the financial markets, increased inflation, monetary conditions and foreign currency and continued or exacerbated exchange rate fluctuations, foreign currency controls and/or government mandated pricing controls, as well as in trade, tariff, monetary, fiscal and tax policies in international markets), political conditions (such as military actions and terrorist activities), and other global events such as fires, geopolitical conflicts, natural disasters, pandemics or extreme weather;

• risks associated with potential growth and associated corporate actions;

• risks associated with new and emerging asset classes and eco-systems in which we may participate, including digital assets, including risks related to volatility in the underlying assets, regulatory uncertainty, evolving industry practices and standards around custody, clearing and settlement, and other risks inherent in a new and evolving asset class;

• inability to access, or delay in accessing, the capital markets to sell shares or raise additional capital;

• loss of key executives and failure to recruit and retain qualified personnel;

11 unchanged sentences

Technology and operational efficiency are at the core of our business, and our focus on technology is a key element of our success.

We have developed a proprietary, multi-asset, multi-currency technology platform that is highly reliable, scalable

and modular, and we integrate directly with exchanges, liquidity centers, and our clients.

We have developed a proprietary, multi-asset, multi-currency technology platform that is highly reliable, scalable and modular, and we integrate directly with exchanges, liquidity centers, and our clients.

Our market data, order routing, transaction processing, risk management and market surveillance technology modules manage our market making and execution services activities in an efficient manner and enable us to scale our activities globally across additional securities and other financial instruments and asset classes without significant incremental costs or third-party licensing or processing fees.

10 unchanged sentences

As a market maker and liquidity provider, we stand ready, at any time, to buy or sell a broad range of securities and other financial instruments, and we generate profits by buying and selling large volumes of securities and other financial instruments and earning small bid/ask spreads.

Our market structure expertise, broad diversification, and scalable execution technology enable us to provide competitive bids and offers in over 25,000 securities and other financial instruments, on over 250 venues, in 40 countries worldwide.

Our market structure expertise, broad diversification, and scalable execution technology enable us to provide competitive bids and offers in over 50,000 securities and other financial instruments, on over 150 venues worldwide.

We use the latest technology to create and deliver liquidity to the global markets and automate our market making, risk controls, and post-trade processes.

30 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%.

2 unchanged sentences

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

The current interest rate swap effectively fixes interest payment obligations on $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.

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

6 unchanged sentences

Second Amended and Restated 2015 Management Incentive Plan

The Company’s Board of Directors and stockholders adopted the 2015 Management Incentive Plan, which became effective upon consummation of the Company’s IPO and was subsequently amended and restated following receipt of approval from the Company’s stockholders on June 30, 2017 and June 2, 2025 (as amended and restated, the “Second Amended and Restated 2015 Management Incentive Plan”).

The Company’s Board of Directors and stockholders adopted the 2015 Management Incentive Plan, which became effective upon consummation of the Company’s IPO and was subsequently amended and restated following receipt of approval from the Company’s stockholders on June 30, 2017, June 5, 2020, June 2, 2022, and June 2, 2025 (as amended and restated, the “Second Amended and Restated 2015 Management Incentive Plan”).

On April 23, 2025, the Company’s Board of Directors adopted the Second Amended and Restated 2015 Management Incentive Plan to increase the number of shares, to extend the expiration date to June 2, 2035 and to remove certain provisions related to Section 162(m) of the Code that are no longer applicable.

2 unchanged sentences

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

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

Subsequent to the IPO and through March 31, 2026, options to purchase 1,646,500 shares in the aggregate were forfeited and 7,581,500 options were exercised.

The fair value of the stock option grants was determined through the application of the Black-Scholes-Merton model and was recognized on a straight-line basis over the vesting period.

1 unchanged sentence

There are no material differences between our condensed consolidated financial statements and the financial statements of Virtu Financial except as follows:

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

(ii) deferred tax assets reflected on our Condensed Consolidated Statements of Financial Condition as of September 30, 2025 in the amount of $109.2 million and tax receivable agreement obligation in the amount of $175.8 million, in each case as described in greater detail in Note 5 “Tax Receivable Agreements” of Part I Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q;

(iii) a portion of the member’s equity of Virtu Financial is represented as noncontrolling interest on our Condensed Consolidated Statements of Financial Condition as of September 30, 2025;

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

(i) cash and cash equivalents reflected on our Condensed Consolidated Statements of Financial Condition as of March 31, 2026 in the amount of $176.9 million;

(ii) deferred tax assets reflected on our Condensed Consolidated Statements of Financial Condition as of March 31, 2026 in the amount of $83.1 million and tax receivable agreement obligation in the amount of $166.5 million, in each case as described in greater detail in Note 5 “Tax Receivable Agreements” of Part I Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q;

(iii) a portion of the member’s equity of Virtu Financial is represented as noncontrolling interest on our Condensed Consolidated Statements of Financial Condition as of March 31, 2026;

and (iv) provision for corporate income tax in the amount of $39.3 million reflected on our Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026.

Components of Our Results of Operations

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

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

The following table shows our i) Total revenue, ii) Total operating expenses, and iii) Income before income taxes and noncontrolling interest by segment for the three months ended March 31, 2026 and 2025:

(in thousands) Three Months Ended March 31,

Market Making 2026 2025

12 unchanged sentences

Income (loss) before income taxes and noncontrolling interest $ 409,572 $ 223,736

The following table shows our results of operations for the three and nine months ended September 30, 2025 and 2024:

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

The following table shows our results of operations for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(in thousands) 2026 2025

24 unchanged sentences

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

9 unchanged sentences

Total Revenues

Revenues are generated through market marking activities, commissions and fees on execution services activities, which include recurring subscriptions on workflow technology and analytic products.

Revenues are generated through market making activities, commissions and fees on execution services activities, which include recurring subscriptions on workflow technology and analytic products.

The majority of our revenues are generated through market making activities, which are recorded as Trading income, net and Interest and dividends income.

8 unchanged sentences

Our trading income, net, results from gains and losses associated with trading strategies, which are designed to capture small bid/ask spreads, while hedging risks.

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

Trading income, net, accounted for 72% and 70% of our total revenues for the three months ended March 31, 2026 and 2025, respectively.

Interest and dividends income.

1 unchanged sentence

Interest is also earned on securities borrowed from other market participants pursuant to collateralized financing arrangements and on cash held by brokers.

Dividends income arises from holding market making positions over dates on which dividends are paid to shareholders of record.

Dividends income arises from holding market making positions over dates on which dividends and capital gain distributions are paid to shareholders of record.

Commissions, net and technology services.

9 unchanged sentences

Revenues are derived from fees generated by matching sell-side and buy-side clients orders, and from analytic products delivered to the clients.

We have interests in multiple strategic investments and telecommunications joint ventures (“JVs”).

We record our pro-rata share of our JVs’ earnings or losses within Other, net, while fees related to the use of communication services provided by the JVs are recorded within Communications and data processing.

We have interests in a telecommunications joint venture and certain strategic investments (“JVs”).

We record our pro-rata share of our JVs’ earnings or losses within Other, net as applicable, and fees related to the use of communication services provided by the telecommunications JV are recorded within Communications and data processing.

We have a noncontrolling investment (the “JNX Investment”) in Japannext Co., Ltd.

35 unchanged sentences

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

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

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

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

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

20 unchanged sentences

We also disclose Adjusted Net Trading Income by segment, and as daily averages by dividing Adjusted Net Trading Income by the number of trading days in a given period.

Starting in the fourth quarter of 2024, we began counting days on which U.S.

equities exchanges close early or otherwise operate for less than a full trading day as half-days, whereas previously such days were counted as whole days.

Prior periods have not been restated as the impact of the change is immaterial in relation to our average daily Adjusted Net Trading Income.

We count days on which U.S.

equities exchanges close early or otherwise operate for less than a full trading day as half-days.

Management believes that Adjusted Net Trading Income is useful for comparing general operating performance from period to period.

29 unchanged sentences

GAAP measure.

The following table reconciles the Condensed Consolidated Statements of Comprehensive Income to arrive at Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, and Operating Margins for the three and 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) 2026 2025

17 unchanged sentences

Termination of office leases (16) 10

Gain on sale of RFQ-hub — — (66,988) —

Other 9,311 12,501

10 unchanged sentences

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

The following table reconciles Net Income to arrive at Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, Normalized Adjusted Net Income and Normalized Adjusted EPS for the three and 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, except share and per share data) 2026 2025

8 unchanged sentences

Termination of office leases (16) 10

Gain on sale of RFQ-hub — — (66,988) —

Other 9,311 12,501

9 unchanged sentences

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

Includes additional shares from the dilutive impact of options, restricted stock units and restricted stock awards outstanding under the Second Amended and Restated 2015 Management Incentive Plan and the Amended and Restated ITG 2007 Equity Plan during the three and nine months ended September 30, 2025 and 2024.

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

Three Months Ended September 30, 2025

(in thousands) Market Making Execution Services Corporate Total

Trading income, net $ 521,128 $ 7,932 $ — $ 529,060

Commissions, net and technology services 9,821 144,662 — 154,483

Interest and dividends income 125,076 2,343 — 127,419

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)

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

Three Months Ended September 30, 2024

(in thousands) Market Making Execution Services Corporate Total

Trading income, net $ 440,442 $ 3,555 $ — $ 443,997

Commissions, net and technology services 12,721 118,900 — 131,621

Interest and dividends income 122,065 3,164 — 125,229

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)

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

Nine Months Ended September 30, 2025

The following tables reconcile Trading income, net to Adjusted Net Trading Income by segment for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31, 2026

(in thousands) Market Making Execution Services Corporate Total

5 unchanged sentences

Adjusted Net Trading Income $ 637,057 $ 149,477 $ — $ 786,534

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

(in thousands) Market Making Execution Services Corporate Total

5 unchanged sentences

Adjusted Net Trading Income $ 382,018 $ 115,122 $ — $ 497,140

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

Three Months Ended September 30,

Adjusted Net Trading Income by Segment (in thousands):

2025 2024 % Change

Market Making $ 344,129 $ 288,000 19.5%

Execution Services 122,886 100,032 22.8%

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

Three Months Ended September 30,

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

2025 (1) 2024 % Change

Market Making $ 5,419 $ 4,500 20.4%

Execution Services 1,935 1,563 23.8%

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

Nine Months Ended September 30,

Adjusted Net Trading Income by Segment (in thousands):

2025 2024 % Change

The following table shows our Adjusted Net Trading Income and average daily Adjusted Net Trading Income by segment for the three months ended March 31, 2026 and 2025:

(in thousands, except %) 2026 2025

Adjusted Net Trading Income by Segment:

Total Average Daily % Total Average Daily %

Market Making $ 637,057 $ 10,444 81.0 % $ 382,018 $ 6,367 76.8 %

Execution Services 149,477 2,450 19.0 % 115,122 1,919 23.2 %

Corporate — — — % — — — %

Adjusted Net Trading Income $ 786,534 $ 12,894 100.0 % $ 497,140 $ 8,286 100.0 %

Nine Months Ended September 30,

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

2025 (1) 2024 % Change

Market Making $ 6,348 $ 4,507 40.9%

Execution Services 1,910 1,557 22.6%

Average Daily Adjusted Net Trading Income $ 8,258 $ 6,064 36.1%

(1) Effective fourth quarter 2024, we began counting days on which U.S.

equities exchanges close early or otherwise operate for less than a full trading day as half-days.

Prior periods have not been restated as the impact of the change is immaterial in relation to our average daily Adjusted Net Trading Income.

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

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

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Total Revenues

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

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

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

Three Months Ended September 30,

Our total revenues increased $257.4 million, or 30.7%, to $1095.3 million for the three months ended March 31, 2026, compared to $837.9 million for the three months ended March 31, 2025.

The increase was primarily driven by an increase of $199.1 million in Trading income, net due to higher trading volumes and increased opportunities across global markets, an increase of $35.3 million in Commissions, net and technology services due to strengthened institutional engagement during the three months ended March 31, 2026 compared to the same period in 2025.

The following table shows total revenues by segment for the three months ended March 31, 2026 and 2025.

Three Months Ended March 31,

(in thousands, except for percentage) 2026 2025 % Change

9 unchanged sentences

Commissions, net and technology services 177,950 133,995 32.8%

Other, net (431) 108 NM

Total revenues from Execution Services $ 154,506 $ 125,727 22.9%

Other, net (2) (2,963) (99.9)%

Total revenues from Corporate $ 2,266 $ 4,453 (49.1)%

Total revenues from Execution Services $ 187,131 $ 141,008 32.7%

Other, net $ (7,501) $ 5,689 NM

Total revenues from Corporate $ (7,501) $ 5,689 NM

Trading income, net $ 789,146 $ 589,983 33.8%

5 unchanged sentences

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

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

The increase was largely a result of higher trading volumes and increased opportunities across global markets during the three months ended September 30, 2025 compared to the same period in 2024.

Trading income, net increased $199.1 million, or 33.7% to $789.1 million for the three months ended March 31, 2026, compared to $590.0 million for the three months ended March 31, 2025.

The increase was largely a result of higher trading volumes and increased opportunities across global markets during the three months ended March 31, 2026 compared to the same period in 2025.

Rather than analyzing trading income, net in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income, together with Interest and dividends income, Interest and dividends expense, Commissions, net and technology services and Brokerage, exchange, clearance fees and payments for order flow, net, each of which is described below.

1 unchanged sentence

Interest and dividends income was primarily earned by our Market Making segment.

Interest and dividends income increased $2.2 million, or 1.8%, to $127.4 million for the three months ended September 30, 2025, compared to $125.2 million for the three months ended September 30, 2024.

This increase was primarily attributable to higher interest income earned on cash collateral posted driven by an increase in securities borrowing transactions for the period compared to the same period during the prior year.

Interest and dividends income increased $18.4 million, or 16.9%, to $127.5 million for the three months ended March 31, 2026, compared to $109.1 million for the three months ended March 31, 2025.

This increase was primarily driven by higher interest income from increased securities borrowing transactions and higher dividends earned on market making trading assets held over periods when dividends are paid, compared to the same period in 2025.

As indicated above, rather than analyzing interest and dividends income in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income.

1 unchanged sentence

Commissions, net and technology services revenues were primarily earned by our Execution Services segment.

Commissions, net and technology services revenues increased $22.9 million, or 17.4%, to $154.5 million for the three months ended September 30, 2025, compared to $131.6 million for the three months ended September 30, 2024.

Commissions, net and technology services revenues increased $35.3 million, or 23.3%, to $186.6 million for the three months ended March 31, 2026, compared to $151.3 million for the three months ended March 31, 2025.

This increase was driven by higher client volumes and increasing institutional engagement compared to the same period in 2025.

As indicated above, rather than analyzing interest and dividends income in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income.

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

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

Other, net increased $4.5 million, to $(8.0) million for the three months ended March 31, 2026, compared to $(12.5) million for the three months ended March 31, 2025.

The period-over-period variance was primarily driven by lower remeasurement losses on certain digital assets held compared to the same period in 2025, partially offset by losses recognized due to the changes in fair value of our investment in JNX for the three months ended March 31, 2026.

Adjusted Net Trading Income

Adjusted Net Trading Income, which is a non-GAAP measure, increased $79.0 million, or 20.4%, to $467.0 million for the three months ended September 30, 2025, compared to $388.0 million for the three months ended September 30, 2024.

This increase was primarily attributable to higher Trading income, net due to higher trading volumes and increased opportunities during the three months ended September 30, 2025 compared to the same period in 2024, as noted above, partially offset by higher Brokerage, exchange, clearance fees and payments for order flow, net and higher Interest and dividends expense as described below.

Average daily Adjusted Net Trading Income increased $1.3 million, or 21.3%, to $7.4 million for the three months ended September 30, 2025, compared to $6.1 million for the three months ended September 30, 2024.

Adjusted Net Trading Income, which is a non-GAAP measure, increased $289.4 million, or 58.2%, to $786.5 million for the three months ended March 31, 2026, compared to $497.1 million for the three months ended March 31, 2025.

This increase was primarily attributable to higher Trading income, net and Commissions, net and technology services as noted above and lower Brokerage, exchange, clearance fees and payments for order flow, net as noted below, partially offset by higher Interest and dividends expense as described below.

Average daily Adjusted Net Trading Income increased $4.6 million, or 55.4%, to $12.9 million for the three months ended March 31, 2026, compared to $8.3 million for the three months ended March 31, 2025.

For a full description of Adjusted Net Trading Income and a reconciliation of Adjusted Net Trading Income to trading income, net, see “Non-GAAP Financial Measures and Other Items” in this Item 2.

1 unchanged sentence

Operating Expenses

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

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

Our operating expenses increased $71.7 million, or 11.7%, to $685.8 million for the three months ended March 31, 2026, compared to $614.1 million for the three months ended March 31, 2025.

The increase in operating expenses is primarily due to an increase in Employee compensation and payroll taxes, Interest and dividends expense, and Operations and administrative, partially offset by a decrease in Brokerage, exchange, clearance fees and payments for order flow, net.

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

Brokerage exchange, clearance fees and payments for order flow, net, increased $1.6 million, or 0.9%, to $178.3 million for the three months ended September 30, 2025, compared to $176.7 million for the three months ended September 30, 2024.

Brokerage exchange, clearance fees and payments for order flow, net, decreased $83.1 million, or 37.4%, to $138.8 million for the three months ended March 31, 2026, compared to $221.9 million for the three months ended March 31, 2025.

These costs vary period to period based upon the level and composition of our trading activities.

The decrease was primarily attributable to lower Section 31 fees during the three months ended March 31, 2026 compared to the same period in 2025.

We evaluate this category representing direct costs associated with transacting business, in the broader context of our Adjusted Net Trading Income.

Communication and data processing.

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

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

Communication and data processing expense increased $7.1 million, or 11.9%, to $66.9 million for the three months ended March 31, 2026, compared to $59.8 million for the three months ended March 31, 2025.

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

Employee compensation and payroll taxes.

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

Employee compensation and payroll taxes increased $89.0 million, or 74.5%, to $208.4 million for the three months ended March 31, 2026, compared to $119.4 million for the three months ended March 31, 2025.

The increase in compensation levels was primarily attributable to an increase in accrued incentive compensation, which is recorded at management’s discretion and is generally accrued in connection with the overall level of profitability on a year-to-date basis, as well as the anticipated mix of cash and stock-based awards.

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

We have capitalized and therefore excluded employee compensation and benefits related to software development of $17.9 million and $11.4 million for the three months ended March 31, 2026, and 2025, respectively.

Interest and dividends expense.

Interest and dividends expense increased $29.6 million, or 21.7%, to $165.7 million for the three months ended September 30, 2025, compared to $136.1 million for the three months ended September 30, 2024.

This increase was primarily attributable to higher interest expense incurred on cash collateral received driven by an increase in securities lending transactions for the period compared to the same period during the prior year.

Interest and dividends expense increased $46.6 million, or 35.5%, to $177.9 million for the three months ended March 31, 2026, compared to $131.3 million for the three months ended March 31, 2025.

This increase was primarily attributable to higher interest expense incurred on cash collateral received driven by an increase in securities lending transactions, as well as higher dividends expense with respect to securities sold, not yet purchased for the period compared to the same period during the prior year.

As indicated above, rather than analyzing interest and dividends expense in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income.

Operations and administrative.

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

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

Operations and administrative expense increased $7.0 million, or 31.7%, to $29.1 million for the three months ended March 31, 2026, compared to $22.1 million for the three months ended March 31, 2025.

The increase was driven primarily by increases in professional expense and recruiting expense.

Depreciation and amortization.

Depreciation and amortization decreased $1.1 million, or 6.7%, to $15.4 million for the three months ended September 30, 2025, compared to $16.5 million for the three months ended September 30, 2024.

The decrease was driven primarily by a decrease in depreciation of computer equipment and leased equipment compared to the same period in 2024.

Depreciation and amortization increased $0.5 million, or 3.1%, to $16.4 million for the three months ended March 31, 2026, compared to $15.9 million for the three months ended March 31, 2025.

The increase was driven primarily by an increase in software amortization expense compared to the same period in 2025.

Amortization of purchased intangibles and acquired capitalized software.

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

Amortization of purchased intangibles and acquired capitalized software remained consistent at $11.8 million for the three months ended March 31, 2026 and the three months ended March 31, 2025.

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

Termination of office leases.

Termination of office leases expenses, when incurred, are related to the impairment of lease right-of-use assets, leasehold improvements and fixed assets for certain abandoned or vacated office space.

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

See Note 17 “Leases” for further details.

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

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

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

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

Transaction advisory fees and expenses.

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

These expenses, when incurred, are primarily in relation to our strategic investment portfolio.

Financing interest expense on long-term borrowings.

Financing interest expense on long-term borrowings increased $8.8 million, or 35.9%, to $33.3 million for the three months ended September 30, 2025, compared to $24.5 million for the three months ended September 30, 2024.The increase was primarily attributable to the completion of the amortization of the amounts in AOCI related to the interest rate swaps terminated in December 2023 during February 2025, partially offset by the effect from lower overall interest rates as a result of rate cuts and our debt refinancing described in Note 9 “Borrowings”.

Provision for income taxes

We incur corporate tax at the U.S.

federal income tax rate on our taxable income, as adjusted for noncontrolling interest in Virtu Financial.

Our income tax expense reflects such U.S.

federal income tax as well as taxes payable by certain of our non-U.S.

subsidiaries.

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

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

Total Revenues

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

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

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

Nine Months Ended September 30,

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

Market Making

Trading income, net $ 1,751,094 $ 1,264,214 38.5%

Interest and dividends income 357,407 330,178 8.2%

Commissions, net and technology services 41,547 29,203 42.3%

Other, net (4,266) 43,855 NM

Total revenues from Market Making $ 2,145,782 $ 1,667,450 28.7%

Execution Services

Trading income, net $ 20,745 $ 14,273 45.3%

Interest and dividends income 7,471 8,109 (7.9)%

Commissions, net and technology services 418,102 347,130 20.4%

Other, net 63,684 1,063 NM

Total revenues from Execution Services $ 510,002 $ 370,575 37.6%

Other, net $ 6,447 $ 4,639 39.0%

Total revenues from Corporate $ 6,447 $ 4,639 39.0%

Trading income, net $ 1,771,839 $ 1,278,487 38.6%

Interest and dividends income 364,878 338,287 7.9%

Commissions, net and technology services 459,649 376,333 22.1%

Other, net 65,865 49,557 32.9%

Total revenues $ 2,662,231 $ 2,042,664 30.3%

Trading income, net.

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

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

The increase was largely a result of higher trading volumes and increased opportunities across global markets during the nine months ended September 30, 2025 compared to the same period in 2024.

Rather than analyzing Trading income, net in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income, together with Interest and dividends income, Commissions, net and technology services, Interest and dividends expense, and Brokerage, exchange, clearance fees and payments for order flow, net, each of which are described below.

Interest and dividends income.

Interest and dividends income was primarily earned by our Market Making segment.

Interest and dividends income increased $26.6 million, or 7.9%, to $364.9 million for the nine months ended September 30, 2025, compared to $338.3 million for the nine months ended September 30, 2024.

Fluctuations were primarily attributable to changes in interest income earned on cash collateral posted as part of securities borrowed transactions and securities purchased under the agreements to resell, driven by the movements of interest rates as well as the level of our activities in securities borrowing and reverse repurchase agreements.

The increase for the nine months ended September 30, 2025 was primarily driven by an increase in securities borrowing transactions for the period compared to the same period during the prior year.

As indicated above, rather than analyzing interest and dividends income in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income.

Commissions, net and technology services.

Commissions, net and technology services revenues were primarily earned by our Execution Services segment.

Commissions, net and technology services revenues increased $83.3 million, or 22.1%, to $459.6 million for the nine months ended September 30, 2025, compared to $376.3 million for the nine months ended September 30, 2024.

This increase was driven by relatively higher client volumes and increasing institutional engagement compared to the same period in 2024.

As indicated above, rather than analyzing commission income in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income.

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

The income for the nine months ended September 30, 2025 included gains on the sale and deconsolidation of RFQ-hub, partially offset by remeasurement losses on certain digital assets held during the period.

The income for the nine months ended September 30, 2024 included gains on settlement fund recoveries in which we were eligible to participate based on our transactions in the applicable products.

Adjusted Net Trading Income

Adjusted Net Trading Income, which is a non-GAAP measure, increased $391.9 million, or 34.4%, to $1,531.9 million for the nine months ended September 30, 2025, compared to $1,140.0 million for the nine months ended September 30, 2024.

This increase was primarily attributable to higher Trading income, net and Commissions, net and technology services, as noted above, partially offset by higher Brokerage, exchange, clearance fees and payments for order flow, net and Interest and dividends expense as described below.

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

Taking shortened trading days into consideration for the nine months ended September 30, 2025, the number of trading days was 185.5 days, compared to 188.0 days for the nine months ended September 30, 2024 under the previous trading day convention.

For a full description of Adjusted Net Trading Income and a reconciliation of Adjusted Net Trading Income to trading income, net, see “Non-GAAP Financial Measures and Other Items” in this “Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations”.

Operating Expenses

Our operating expenses increased $311.2 million, or 19.4%, to $1,911.5 million for the nine months ended September 30, 2025, compared to $1,600.3 million for the nine months ended September 30, 2024.

The increase was primarily driven by increases in Brokerage, exchange, clearance fees and payments for order flow, net, Interest and dividends expense, and Employee compensation and payroll taxes, partially offset by a decrease in Debt issue cost related to debt refinancing, prepayment and commitment fees.

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

Brokerage, exchange, clearance fees and payments for order flow, net, increased $135.0 million, or 28.9%, to $602.3 million for the nine months ended September 30, 2025, compared to $467.3 million for the nine months ended September 30, 2024.

These costs vary period to period based upon the level and composition of our trading activities.

We evaluate this category, representing direct costs associated with transacting our business, in the broader context of our Adjusted Net Trading Income.

Communication and data processing.

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

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

Employee compensation and payroll taxes.

Employee compensation and payroll taxes increased $99.0 million, or 31.5%, to $413.2 million for the nine months ended September 30, 2025, compared to $314.2 million for the nine months ended September 30, 2024.

We have capitalized and therefore excluded employee compensation and benefits related to software development of $30.5 million and $30.1 million for the nine months ended September 30, 2025 and 2024, respectively.

Interest and dividends expense.

Interest and dividends expense increased $76.4 million, or 19.8%, to $462.2 million for the nine months ended September 30, 2025, compared to $385.8 million for the nine months ended September 30, 2024.

As indicated above, rather than analyzing interest and dividends expense in isolation, we generally evaluate it in the broader context of our Adjusted Net Trading Income.

Operations and administrative.

Operations and administrative expense increased $3.6 million, or 5.2%, to $72.9 million for the nine months ended September 30, 2025, compared to $69.3 million for the nine months ended September 30, 2024.

The increase was primarily driven by an increase in professional expense compared to the prior period.

Depreciation and amortization.

Depreciation and amortization decreased $1.6 million, or 3.3%, to $47.0 million for the nine months ended September 30, 2025, compared to $48.6 million for the nine months ended September 30, 2024.

This decrease was driven primarily by a decrease in depreciation of computer equipment and leased equipment compared to the prior period.

Amortization of purchased intangibles and acquired capitalized software.

Amortization of purchased intangibles and acquired capitalized software decreased $3.4 million, or 8.8%, to $35.3 million for the nine months ended September 30, 2025, compared to $38.7 million for the nine months ended September 30, 2024.

This decrease was primarily attributable to certain intangible assets being fully amortized during 2024.

Termination of office leases.

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

See Note 17 “Leases” for further details.

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

Termination of office leases was insignificant for the three months ended March 31, 2026 and March 31, 2025.

These expenses, when incurred, are related to the impairment of lease right-of-use assets, leasehold improvements, and fixed assets for certain abandoned or vacated office space.

There were no significant lease terminations in either period.

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

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

The decrease was primarily driven by the acceleration of capitalized debt issue cost and discount on our previous term loan as a result of refinancing during the nine months ended September 30, 2024.

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

Expense from debt issue cost related to debt refinancing, prepayment and commitment fees remained consistent at $1.7 million for the three months ended March 31, 2026 and March 31, 2025.

The current period primarily included acceleration of debt issue cost related to the annual prepayment of the Senior Secured First Lien Term B-2 Loans described in Note 9 “Borrowings”, offset by lower commitment fees based on usage.

Transaction advisory fees and expenses.

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

Transaction advisory fees and expenses were insignificant for both the three months ended March 31, 2026 and March 31, 2025.

These expenses, when incurred, are primarily in relation to our strategic investment portfolio.

Financing interest expense on long-term borrowings.

Financing interest expense on long-term borrowings increased $24.5 million, or 34.4%, to $95.7 million for the nine months ended September 30, 2025, compared to $71.2 million for the nine months ended September 30, 2024.

This increase was primarily attributable to the completion of the amortization of the amounts in AOCI related to the interest rate swaps terminated in December 2023 during February 2025, partially offset by the effect from lower overall interest rates as a result of rate cuts and our debt refinancing described in Note 9 “Borrowings”.

Financing interest expense on long-term borrowings increased $4.9 million, or 16.4%, to $34.8 million for the three months ended March 31, 2026, compared to $29.9 million for the three months ended March 31, 2025.The increase was primarily attributable to the completion in February 2025 of the amortization of the amounts in AOCI related to the interest rate swaps that were terminated in December 2023, as well as a higher outstanding principal under the Senior Secured First Lien Term B-2 Loans, as described in Note 9 “Borrowings”, partially offset by the effect from lower overall interest rates as a result of rate cuts.

Provision for income taxes

4 unchanged sentences

subsidiaries.

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

Our provision for income taxes and effective tax rates were $63.0 million and 15.4% for the three months ended March 31, 2026, compared to $34.1 million and 15.2% for the three months ended March 31, 2025.

Liquidity and Capital Resources

As of September 30, 2025, we had $707.9 million in Cash and cash equivalents.

As of March 31, 2026, we had $973.2 million in Cash and cash equivalents.

This balance is maintained primarily to support operating activities, for capital expenditures and for short-term access to liquidity, and for other general corporate purposes.

As of September 30, 2025, we had borrowings under our prime brokerage credit facilities of approximately $123.2 million, borrowings under our broker dealer facilities of $125.0 million, and long-term debt outstanding in an aggregate principal amount of approximately $2,068.7 million.

As of March 31, 2026, we had borrowings under our prime brokerage credit facilities of approximately $398.5 million, borrowings under our broker dealer facilities of $150.0 million, and long-term debt outstanding in an aggregate principal amount of approximately $2,051.6 million.

The majority of our trading assets consist of exchange-listed marketable securities, which are marked-to-market daily, and collateralized receivables from broker-dealers and clearing organizations arising from proprietary securities transactions.

3 unchanged sentences

These margin facilities are secured by securities in accounts held at the prime brokers.

For purposes of providing additional liquidity, we maintain a

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

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

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

16 unchanged sentences

federal and state income tax returns and realized the cash tax savings from the favorable tax attributes.

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

We made payments totaling $150.2 million from February 2017 through March 2026.

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

10 unchanged sentences

broker-dealer, and its primary regulators include the SEC and the Financial Industry Regulatory Authority (“FINRA”).

In June 2023 our U.S.

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

broker-dealer and as such is subject to regulation and capital requirements from its primary regulators, the SEC and FINRA.

As described in Note 3 “Sale of RFQ-hub”, we 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 SEC and FINRA impose rules that require notification when regulatory capital falls below certain pre-defined criteria.

5 unchanged sentences

Effective January 22, 2025, Virtu Financial Canada ULC has resigned from membership with the Canadian Investment Regulatory Organization and is no longer subject to its regulatory requirements.

Our Irish subsidiaries, Virtu Financial Ireland Limited (“VFIL”) and Virtu Europe Trading Limited (“VETL”) (f/k/a Virtu ITG Europe Limited) are regulated by the Central Bank of Ireland as Investment Firms and in accordance with European Union law are required to maintain a minimum amount of regulatory capital based upon their positions, financial conditions, and other factors.

Our Irish subsidiaries, Virtu Financial Ireland Limited (“VFIL”) and Virtu Europe Trading Limited

(“VETL”) are regulated by the Central Bank of Ireland as Investment Firms and in accordance with European Union law are required to maintain a minimum amount of regulatory capital based upon their positions, financial conditions, and other factors.

In addition to periodic requirements to report their regulatory capital and submit other regulatory reports, VFIL and VETL are required to obtain consent prior to receiving capital contributions or making capital distributions from their regulatory capital.

9 unchanged sentences

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

As of September 30, 2025, there was an outstanding principal balance on our broker-dealer facilities of $125.0 million, and the outstanding aggregate short-term credit facilities with various prime brokers and other financial institutions from which the Company receives execution or clearing services was approximately $123.2 million, which was netted within Receivables from broker-dealers and clearing organizations on the Condensed Consolidated Statements of Financial Condition of Part I Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q.

As of March 31, 2026, there was an outstanding principal balance on our broker-dealer facilities of $150.0 million, and the outstanding aggregate short-term credit facilities with various prime brokers and other financial institutions from which the Company receives execution or clearing services was approximately $398.5 million, which was netted within Receivables from broker-dealers and clearing organizations on the Condensed Consolidated Statements of Financial Condition of Part I Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q.

Credit Agreement

4 unchanged sentences

In addition, a commitment fee accrues at a rate of 0.50% per annum on the average daily unused amount of the revolving facility, with step-downs to 0.375% and 0.25% per annum based on VFH’s first lien leverage ratio, and is payable quarterly in arrears.

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 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 as 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 $1,000.0 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.

The term loans amortize in annual installments equal to 1.0% of the original aggregate principal amount of the term loans and the Company repaid $18.0 million on January 13, 2023.

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 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, “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.

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

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.

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

2 unchanged sentences

If an event of default occurs and is continuing, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration of amounts outstanding under the Credit Agreement and all actions permitted to be taken by a secured creditor in respect of the collateral securing the obligations under the Credit Agreement.

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

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

As of March 31, 2026, $1,529.6 million was outstanding under the current term loans.

We were in compliance with all applicable covenants under the Credit Agreement as of March 31, 2026.

Senior Secured First Lien Notes

11 unchanged sentences

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

(iv) enter into

transactions with affiliates;

(iv) enter into transactions with affiliates;

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

12 unchanged sentences

Our main sources of liquidity are cash flow from the operations of our subsidiaries, our broker-dealer credit facilities (as described above), margin financing provided by our prime brokers and cash on hand.

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

Nine Months Ended September 30,

The table below summarizes our primary sources and uses of cash for the three months ended March 31, 2026 and 2025.

Three Months Ended March 31,

Net cash provided by (used in):

5 unchanged sentences

Operating Activities

Net cash provided by operating activities was $9.0 million for the nine months ended September 30, 2025, compared to net cash provided by operating activities of $207.5 million for the nine months ended September 30, 2024.

The change in net cash provided by operating activities was primarily attributable to movements in noncash adjustments, partially offset by higher Net income for the nine months ended September 30, 2025 compared to the prior period.

Net cash used in operating activities was $0.1 million for the three months ended March 31, 2026, compared to net cash provided by operating activities of $15.0 million for the three months ended March 31, 2025.

The change in net cash used in operating activities was primarily attributable to movements in noncash adjustments, partially offset by higher Net income for the three months ended March 31, 2026 compared to the same period in the prior year.

Investing Activities

Net cash used in investing activities, which includes cash used with respect to capitalized software and cash used in the acquisition of property and equipment, was $37.8 million for the nine months ended September 30, 2025, compared with net cash used in investing activities of $55.7 million for the nine months ended September 30, 2024.

The decrease in net cash used in investing activities was primarily attributable to proceeds received from sale of RFQ-hub, partially offset by increases in acquisition of property and equipment and other investing activities for the nine months ended September 30, 2025.

Net cash used in investing activities, which includes cash used with respect to capitalized software and cash used in the acquisition of property and equipment, was $36.1 million for the three months ended March 31, 2026, compared with net cash used in investing activities of $31.0 million for the three months ended March 31, 2025.

The increase in net cash used in investing activities was primarily attributable to increases in acquisition of property and equipment and other investing activities for the three months ended March 31, 2026.

Financing Activities

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

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

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

Net cash used in financing activities was $56.6 million for the three months ended March 31, 2026, compared to Net cash used in financing activities of $131.7 million for the three months ended March 31, 2025.

The cash used in financing activities for the three months ended March 31, 2026 was primarily attributable to $114.5 million in dividends to stockholders and distributions made to noncontrolling interests and $55.8 million in purchases of treasury stock, partially offset by $144.5 million of net proceeds from short-term borrowings.

The cash used in financing activities of $131.7 million during the same period of 2025 primarily reflects $1,245.0 million of repayment of our previous long-term borrowings, $94.7 million in dividends to stockholders and distributions to noncontrolling interests, and $88.9 million purchase of treasury stock, partially offset by $1,245.0 million of net proceeds from long-term borrowings and $77.7 million of net proceeds from short-term borrowings.

Share Repurchase Program

On November 6, 2020, the Company’s Board of Directors authorized a new share repurchase program of up to $100.0 million in Class A common stock and Virtu Financial Units by December 31, 2021.

On November 6, 2020, the Company’s Board of Directors authorized a share repurchase program of up to $100.0 million in Class A common stock and Virtu Financial Units by December 31, 2021.

Subsequently, the Company’s Board of Directors authorized expansions of the share repurchase program on February 11, 2021 to $170.0 million, on May 4, 2021 to $470.0 million (and extended the duration through May 4, 2022), on November 3, 2021 to $1,220.0 million (and extended the duration through November 3, 2023, and on November 2, 2023, further extended the program through December 31, 2024), and on April 24, 2024 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 of $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 of $302.8 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program.

Critical Accounting Policies and Estimates

9 unchanged sentences

Valuation of Financial Instruments

Due to the nature of our operations, substantially all of our financial instrument assets, comprised of financial instruments owned, securities purchased under agreements to resell, and receivables from brokers, dealers and clearing organizations are carried at fair value based on published market prices and are marked to market daily, or are assets which are short-term in nature and are reflected at amounts approximating fair value.

Due to the nature of our operations, substantially all of our financial instrument assets, comprised of financial instruments owned, securities purchased under agreements to resell, receivables from brokers, dealers and clearing organizations, and digital assets are carried at fair value based on published market prices and are marked to market daily, or are assets which are short-term in nature and are reflected at amounts approximating fair value.

Similarly, all of our financial instrument liabilities that arise from financial instruments sold but not yet purchased, securities sold under agreements to repurchase, securities loaned, and payables to brokers, dealers and clearing organizations are short-term in nature and are reported at quoted market prices or at amounts approximating fair value.

4 unchanged sentences

Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable

The fair values for substantially all of our financial instruments owned and financial instruments sold but not yet purchased are based on observable prices and inputs and are classified in levels 1 and 2 of the fair value hierarchy.

The fair values for substantially all of our financial instruments owned, financial instruments sold but not yet purchased, and digital assets are based on observable prices and inputs and are classified in levels 1 and 2 of the fair value hierarchy.

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

28 unchanged sentences

Analytics services can be delivered either over time (when customers are provided with distinct ongoing access to analytics data) or at a point in time (when reports are only delivered to the customer on a periodic basis).

Over time performance obligations are recognized using a time-based measure of progress on a monthly basis, since the analytics products and services are continually provided to the client.

Over time performance obligations are recognized using a time-based

measure of progress on a monthly basis, since the analytics products and services are continually provided to the client.

Point in time performance obligations are recognized when the analytics reports are delivered to the client.

32 unchanged sentences

Our estimates may require periodic adjustments and may not accurately anticipate actual outcomes as resolution of income tax treatments in individual jurisdictions typically would not be known for several years after completion of any fiscal year.

We believe the judgments and estimates discussed above are reasonable.

We believe the judgments and

estimates discussed above are reasonable.

However, if actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material.

15 unchanged sentences

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

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

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

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

11 unchanged sentences

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

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

Had we used a shorter estimated useful life of seven years, the Company’s amortization expense would have been reduced by $1.5 million and increased by $3.6 million for the three months ended March 31, 2026 and 2025, respectively.

We test finite-lived intangible assets for impairment when impairment indicators are present, and if impaired, they are written down to fair value.

2 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis