What changed in this filing

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Item 1. Financial Statements

2026-07-31 compared with 2026-05-01 · 280 added, 160 removed, 1258 unchanged (26% of the section changed)

9 unchanged sentences

Condensed Consolidated Statements of Financial Condition (Unaudited)

(in thousands, except share data) March 31,

(in thousands, except share data) June 30,

2026 December 31,

4 unchanged sentences

Securities purchased under agreements to resell 1,857,034 988,929

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)

Receivables from broker-dealers and clearing organizations ($ 234,379 and $ 328,934 at fair value, as of June 30, 2026 and December 31, 2025, respectively)

3,207,464 1,896,405

3 unchanged sentences

Receivables from customers 309,953 161,561

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)

Property, equipment and capitalized software (net of accumulated depreciation of $ 469,918 and $ 437,002 as of June 30, 2026 and December 31, 2025, respectively)

118,632 96,378

1 unchanged sentence

Goodwill 1,148,926 1,148,926

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

Intangibles (net of accumulated amortization of $ 499,158 and $ 475,592 as of June 30, 2026 and December 31, 2025, respectively)

131,365 154,931

Deferred tax assets 84,267 92,422

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

Other assets ($ 284,745 and $ 242,121 , at fair value, as of June 30, 2026 and December 31, 2025, respectively)

619,723 528,341

4 unchanged sentences

Securities sold under agreements to repurchase 2,620,126 1,405,639

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)

Payables to broker-dealers and clearing organizations ($ 278,098 and $ 181,272 , at fair value, as of June 30, 2026 and December 31, 2025, respectively)

1,036,371 998,276

10 unchanged sentences

Stockholders' equity

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

Class A common stock (par value $ 0.00001 ), Authorized — 1,000,000,000 and 1,000,000,000 shares, Issued — 144,181,332 and 140,877,669 shares, Outstanding — 88,223,594 and 84,919,931 shares at June 30, 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 June 30, 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 — 6,807,809 and 7,970,185 shares at June 30, 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 June 30, 2026 and December 31, 2025, respectively

Treasury stock, at cost, 55,957,738 and 55,957,738 shares at June 30, 2026 and December 31, 2025, respectively

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

7 unchanged sentences

Condensed Consolidated Statements of Financial Condition (Unaudited)

(in thousands, except share data) March 31,

(in thousands, except share data) June 30,

2026 December 31,

6 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

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

39 unchanged sentences

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three Months Ended March 31, 2026 and 2025

Three and Six Months Ended June 30, 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.

10 unchanged sentences

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

Share based compensation 70,889 — — — — — — — 15,808 — — 15,808 — 15,808

Treasury stock purchases ( 31,840 ) — — — — — — — — ( 1,622 ) — ( 1,622 ) — ( 1,622 )

Net income — — — — — — — — — 150,899 — 150,899 134,030 284,929

Foreign exchange translation adjustment — — — — — — — — — — ( 861 ) ( 861 ) ( 619 ) ( 1,480 )

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

— — — — — — — — — ( 22,309 ) — ( 22,309 ) ( 137,720 ) ( 160,029 )

Issuance of common stock in connection with employee exchanges 1,162,376 — — — — — — — — — — — — —

Repurchase of Virtu Financial Units and corresponding number of Class C common stock in connection with employee exchanges — — ( 1,162,376 ) — — — — — — — — — — —

Issuance of tax receivable agreements in connection with employee exchange — — — — — — — — ( 9,130 ) — — ( 9,130 ) — ( 9,130 )

Balance at June 30, 2026 144,181,332 $ 1 6,807,809 $ — 60,091,740 $ 1 ( 55,957,738 ) $ ( 1,475,666 ) $ 1,598,599 $ 1,750,661 $ ( 5,836 ) $ 1,867,760 $ 457,250 $ 2,325,010

Virtu Financial, Inc.

and Subsidiaries

Condensed Consolidated Statements of Changes in Equity (Unaudited)

Three and Six Months Ended June 30, 2026 and 2025

16 unchanged sentences

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

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

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

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands) 2026 2025

9 unchanged sentences

Deferred taxes 8,155 13,632

Gain on sale of RFQ-hub — ( 66,988 )

Other 11,835 7,828

18 unchanged sentences

Acquisition of property and equipment ( 24,649 ) ( 10,944 )

Proceeds from sale of RFQ-hub — 37,932

Other investing activities ( 23,269 ) ( 8,600 )

15 unchanged sentences

Cash, cash equivalents, and restricted or segregated cash, end of period $ 1,133,013 $ 789,807

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)

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands) 2026 2025

Supplementary disclosure of cash flow information

Cash paid for interest $ 372,072 $ 313,188

Cash paid for taxes 81,404 75,201

2 unchanged sentences

Non-cash financing activities

Tax receivable agreement described in Note 5

Repurchase of Class C common stock — ( 645 )

9 unchanged sentences

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

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

As of June 30, 2026, VFI owned approximately 58.1 % 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”).

49 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.

Accounting Pronouncements Not Yet Adopted as of March 31, 2026

Accounting Pronouncements Not Yet Adopted as of June 30, 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).

49 unchanged sentences

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

5 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

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

6 unchanged sentences

Basic earnings per share $ 1.63 $ 1.65 $ 3.62 $ 2.74

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands, except for share or per share data) 2026 2025 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 $ 150.2 million from February 2017 through March 2026 with respect to its TRA obligation.

The Company made payments totaling $ 155.8 million from February 2017 through June 2026 with respect to its TRA obligation.

Tax receivable payments are expected to range from approximately $ 0.7 million to $ 23.2 million per year over the next 15 years.

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.

At June 30, 2026 and December 31, 2025, the Company’s remaining deferred tax assets that relate to the matters described above were approximately $ 83.4 million and $ 91.4 million, respectively, and the Company’s liabilities over the next 15 years pursuant to the tax receivable agreements were approximately $ 173.1 million and $ 181.9 million for June 30, 2026 and December 31, 2025, respectively.

The amounts recorded as of June 30, 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 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:

As of June 30, 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 and six months ended June 30, 2026 and 2025.

The following table presents the details of goodwill by segment as of June 30, 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 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

As of June 30, 2026 and December 31, 2025, the Company’s total amount of intangible assets recorded was $ 131.4 million and $ 154.9 million, respectively.

Acquired intangible assets consisted of the following as of June 30, 2026 and December 31, 2025:

As of June 30, 2026

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

17 unchanged sentences

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

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.

Amortization expense relating to finite-lived intangible assets was approximately $ 11.8 million and $ 11.8 million for the three months ended June 30, 2026 and 2025, respectively, and $ 23.6 million and $ 23.6 million for the six months ended June 30, 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 March 31, 2026 and December 31, 2025:

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

The following is a summary of receivables from and payables to brokers-dealers and clearing organizations at June 30, 2026 and December 31, 2025:

(in thousands) June 30, 2026 December 31, 2025

Due from prime brokers $ 1,347,178 $ 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 $ 398.5 million and $ 203.8 million as of March 31, 2026 and December 31, 2025, 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 $ 261.3 million and $ 203.8 million as of June 30, 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 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

At June 30, 2026 and December 31, 2025, substantially all of the securities received as collateral have been repledged.

The fair value of the collateralized transactions at June 30, 2026 and December 31, 2025 are summarized as follows:

(in thousands) June 30, 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 March 31, 2026 and December 31, 2025 consisted of the following:

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

Financial instruments owned and pledged, where the counterparty has the right to repledge, at June 30, 2026 and December 31, 2025 consisted of the following:

(in thousands) June 30, 2026 December 31, 2025

Equities $ 3,497,920 $ 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.

March 31, 2026

June 30, 2026

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

19 unchanged sentences

Virtu Financial Singapore Pte.

is a party to a revolving credit facility with a financial institution (the “Overdraft Facility”) to provide a source of short-term financing.

The facility has an aggregate borrowing limit of $ 10 million, and bears interest at the adjusted SOFR or base rate plus 3.5 % per annum.

was a party to a revolving credit facility with a financial institution (the “Overdraft Facility”) to provide a source of short-term financing.

The facility had an aggregate borrowing limit of $ 10 million, and bore interest at the adjusted SOFR or base rate plus 3.5 % per annum.

The Overdraft Facility expired during the three months ended June 30, 2026.

The following summarizes the Company’s broker-dealer credit facilities’ carrying values, net of unamortized debt issuance costs, where applicable.

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

At March 31, 2026

At June 30, 2026

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

2 unchanged sentences

Committed facility (1) 5.01 % 650,000 200,000 ( 1,418 ) 198,582

Overdraft facility 7.18 % 10,000 10,000 — 10,000

$ 1,050,000 $ 325,000 $ ( 1,418 ) $ 323,582

(1) Interest rate for Borrowing Base A Loan and Borrowing Base B Loan under the Committed Facility was 5.01 % and 6.26 %, respectively.

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

Within the Committed facility, there was 100.0 million balance outstanding under Borrowing Base B Loan as of June 30, 2026.

At December 31, 2025

10 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 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 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.

At June 30, 2026 and December 31, 2025, there were $ 30.4 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 2.8 % 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 March 31, 2026 and December 31, 2025, there was no balance outstanding under this short-term bank loan.

At June 30, 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 March 31, 2026

At June 30, 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 $ 4.1 million and $ 2.5 million for the three months ended March 31, 2026 and 2025 , respectively.

Interest expense in relation to the facilities was $ 5.6 million and $ 2.5 million for the three months ended June 30, 2026 and 2025 , respectively, and $ 9.7 million and $ 4.9 million for the six months ended June 30, 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 March 31, 2026

At June 30, 2026

(in thousands) Maturity

48 unchanged sentences

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 amended the First Amended Credit Agreement (as amended, the “Second 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 proceeds of which were used to repay in full the Term B-1 Loans on the Amendment No.

2 Effective Date.

1 unchanged sentence

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

3 to the First Amended Credit Agreement (“Amendment No.

3 to the Second Amended Credit Agreement (“Amendment No.

Amendment No.

3 amended the Credit Agreement to effect the issuance of incremental Senior Secured First Lien Term B-2 Loans in the amount 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”).

3 amended the Second Amended Credit Agreement (as 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 %.

10 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 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.

As of June 30, 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

28 unchanged sentences

The proceeds from the SBI Bonds were used to partially fund the investment in Japannext Co., Ltd.

(as described in Note 10 “Financial Assets and Liabilities”).

(as described in Note 10 “Financial Instruments and Fair Value Measurements”).

The SBI Bonds are guaranteed by Virtu Financial.

2 unchanged sentences

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:

The principal balance was ¥ 3.5 billion ($ 21.5 million) and ¥ 3.5 billion ($ 22.3 million) as of June 30, 2026 and December 31, 2025, respectively.

The Company had a gain of $ 0.5 million and a loss of $ 1.0 million during the three months ended June 30, 2026 and 2025, respectively, and a gain of $ 0.8 million and a loss of $ 2.0 million during the six months ended June 30, 2026 and 2025, respectively, due to changes in foreign currency rates.

As of June 30, 2026, aggregate future required minimum principal payments based on the terms of the long-term borrowings were as follows:

(in thousands)

2 unchanged sentences

Total principal of long-term borrowings $ 2,051,082

Financial Assets and Liabilities

Financial Instruments Measured at Fair Value

Financial Instruments and Fair Value Measurements

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

6 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 March 31, 2026:

March 31, 2026

Fair value measurements for those items measured on a recurring basis are summarized below as of June 30, 2026:

June 30, 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

70 unchanged sentences

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

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;

As of June 30, 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:

March 31, 2026

June 30, 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 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

Three Months Ended June 30, 2026

(in thousands) Balance at March 31, 2026 Purchases Total Realized and Unrealized Gains / (Losses) (1) Net Transfers into (out of) Level 3 Settlement Balance at June 30, 2026 Change in Net Unrealized Gains / (Losses) on Investments still held at June 30, 2026

Other assets:

Equity investment $ 80,561 $ — $ 5,342 $ — $ — $ 85,903 $ 5,342

Other — — — — — — —

Total $ 80,561 $ — $ 5,342 $ — $ — $ 85,903 $ 5,342

(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 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

Three Months Ended June 30, 2025

(in thousands) Balance at March 31, 2025

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

Other assets:

Equity investment $ 85,009 $ — $ 981 $ — $ — $ 85,990 $ 981

Other — — — — — — —

Total $ 85,009 $ — $ 981 $ — $ — $ 85,990 $ 981

Six Months Ended June 30, 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 June 30, 2026 Change in Net Unrealized Gains / (Losses) on Investments still held at June 30, 2026

Other assets:

Equity investment $ 86,491 $ — $ ( 588 ) $ — $ — $ 85,903 $ ( 588 )

Total $ 86,491 $ — $ ( 588 ) $ — $ — $ 85,903 $ ( 588 )

Six Months Ended June 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 June 30, 2025 Change in Net Unrealized Gains / (Losses) on Investments still held at June 30, 2025

Other assets:

Equity investment $ 75,843 $ — $ 10,147 $ — $ — $ 85,990 $ 10,147

Total $ 75,843 $ — $ 10,147 $ — $ — $ 85,990 $ 10,147

Financial Instruments Not Measured at Fair Value

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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 March 31, 2026:

March 31, 2026

The table below summarizes financial assets and liabilities not carried at fair value on a recurring basis as of June 30, 2026:

June 30, 2026

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

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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 March 31, 2026 and December 31, 2025:

March 31, 2026

The following tables set forth the gross and net presentation of certain financial assets and financial liabilities as of June 30, 2026 and December 31, 2025:

June 30, 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

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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 March 31, 2026 and December 31, 2025:

March 31, 2026

June 30, 2026

Remaining Contractual Maturity

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Digital Assets Held

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

(in thousands, except units) March 31, 2026

The following table summarizes Digital assets held at June 30, 2026 and December 31, 2025:

(in thousands, except units) June 30, 2026

Units Cost Basis Fair Value

Bitcoin 1,800 $ 109,613 $ 105,274

Ethereum 13,446 27,941 28,225

Other NM 51,292 50,953

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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.

As of June 30, 2026, 25.0 million PYTH tokens with a fair value of $ 0.9 million are subject to selling restrictions.

The time-based selling restrictions will unlock in 2027.

Derivative Instruments

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

The fair value of the Company’s derivative instruments on a gross basis consisted of the following at June 30, 2026 and December 31, 2025:

(in thousands) June 30, 2026 December 31, 2025

Derivatives Assets Financial Statement Location Fair Value Notional Fair Value Notional

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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 months ended March 31, 2026 and 2025.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) Financial Statements Location 2026 2025 2026 2025

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Interest rate swaps (1) Other comprehensive income $ — $ 1,391 $ — $ 1,822

$ — $ 1,391 $ — $ 1,822

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

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

As of June 30, 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 March 31, 2026, the Company held approximately a 9.8 % noncontrolling interest in this JV.

As of June 30, 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 March 31, 2026, the Company held approximately a 12.7 % noncontrolling interest in this JV.

As of June 30, 2026, the Company held approximately a 12.6 % 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 March 31, 2026, the Company held approximately a 8.5 % noncontrolling interest in this JV.

As of June 30, 2026, the Company held approximately a 6.4 % noncontrolling interest in this JV.

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

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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 March 31, 2026:

The following table presents the Company’s nonconsolidated VIEs at June 30, 2026:

Carrying Amount Maximum Exposure to Loss VIEs' assets

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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 months ended March 31, 2026 and 2025:

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

(in thousands) Market Making Execution Services Corporate Total

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Total revenues $ 1,009,174 $ 173,461 $ 7,318 $ 1,189,953

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

(in thousands) Market Making Execution Services Corporate Total

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Total revenues $ 786,593 $ 214,488 $ ( 1,508 ) $ 999,573

Six Months Ended June 30, 2026

(in thousands) Market Making Execution Services Corporate Total

Revenues from contracts with customers:

Commissions, net $ 24,619 $ 268,160 $ — $ 292,779

Workflow technology — 54,665 — 54,665

Analytics — 18,726 — 18,726

Total revenue from contracts with customers 24,619 341,551 — 366,170

Other sources of revenue 1,900,252 19,041 ( 183 ) 1,919,110

Total revenues $ 1,924,871 $ 360,592 $ ( 183 ) $ 2,285,280

Timing of revenue recognition:

Services transferred at a point in time $ 1,924,871 $ 322,685 $ ( 183 ) $ 2,247,373

Services transferred over time — 37,907 — 37,907

Total revenues $ 1,924,871 $ 360,592 $ ( 183 ) $ 2,285,280

Six Months Ended June 30, 2025

(in thousands) Market Making Execution Services Corporate Total

Revenues from contracts with customers:

Commissions, net $ 31,726 $ 201,901 $ — $ 233,627

Workflow technology — 52,504 — 52,504

Analytics — 19,035 — 19,035

Total revenue from contracts with customers 31,726 273,440 — 305,166

Other sources of revenue 1,446,039 82,056 4,181 1,532,276

Total revenues $ 1,477,765 $ 355,496 $ 4,181 $ 1,837,442

Timing of revenue recognition:

Services transferred at a point in time $ 1,477,765 $ 319,213 $ 4,181 $ 1,801,159

Services transferred over time — 36,283 — 36,283

Total revenues $ 1,477,765 $ 355,496 $ 4,181 $ 1,837,442

Remaining Performance Obligations and Revenue Recognized from Past Performance Obligations

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.

As of June 30, 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 $ 67.5 million and $ 64.5 million as of March 31, 2026 and December 31, 2025, respectively.

Receivables related to revenues from contracts with customers amounted to $ 79.8 million and $ 64.5 million as of June 30, 2026 and December 31, 2025, respectively.

The Company did not identify any contract assets.

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.

There were no impairment losses on receivables as of June 30, 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 $ 11.3 million and $ 9.2 million as of June 30, 2026 and December 31, 2025, respectively.

The Company recognized the full amount of revenue during the six months ended June 30, 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 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.

Accordingly, for the three and six months ended June 30, 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 $ 63.0 million, and 15.4 %, and $ 34.1 million, and 15.2 % for the three months ended March 31, 2026 and 2025, respectively.

The Company’s provisions for income taxes and effective tax rates were $ 57.6 million, and 16.8 %, and $ 54.0 million, and 15.6 % for the three months ended June 30, 2026 and 2025, respectively, and $ 120.6 million, and 16.0 %, and $ 88.1 million, and 15.4 % for the six months ended June 30, 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 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.

Included in Other assets on the Condensed Consolidated Statements of Financial Condition at June 30, 2026 and December 31, 2025 are current income tax receivables of $ 46.0 million and $ 36.8 million, respectively.

The balances at June 30, 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 June 30, 2026 and December 31, 2025 are current tax liabilities of $ 38.8 million and $ 37.8 million, respectively.

The balances at June 30, 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 March 31, 2026 and December 31, 2025, the Company did not have any U.S.

At June 30, 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 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.

net operating losses at June 30, 2026 and December 31, 2025, of $ 37.4 million and $ 46.8 million, respectively, and has recorded related deferred tax assets of $ 6.3 million and $ 7.9 million, respectively.

A full valuation allowance was recorded against these deferred tax assets at June 30, 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 June 30, 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 March 31, 2026, the Company’s tax years for 2022 through 2024 and 2018 through 2024 are subject to examination by U.S.

As of June 30, 2026, the Company’s tax years for 2022 through 2024 and 2018 through 2025 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 $ 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.

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 $ 19.7 million of unrecognized tax benefits as of June 30, 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 June 30, 2026.

Commitments, Contingencies and Guarantees

49 unchanged sentences

The defendants in these cases deny they breached their fiduciary duties and are defending themselves vigorously.

A motion to dismiss was denied on June 2, 2026, and the case is proceeding to discovery.

On October 17, 2022, the Company’s subsidiary, along with several other parties, was named as a defendant in Mallinckrodt PLC, et al.

19 unchanged sentences

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 June 29, 2026, plaintiff filed a notice of voluntary dismissal in the Southern District Court and filed a new putative securities class action against the same defendants in the New York District of Florida, captioned Reynolds v.

Citadel Securities LLC and Virtu Americas LLC , No.

1:26-cv-24485 (S.D.

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

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

Oral argument on the appeal has been scheduled for September 10, 2026.

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

On May 20, 2026, SpectraNet Technologies LLC (“SpectraNet”) filed a lawsuit against VFI and other entities in the U.S.

District Court for the Northern District of Illinois alleging that their collective and individual use of shortwave trading methods comprises a patented ionospheric radio frequency transmission of a message in a high frequency (HF) band to a remote receiving device and, thus, allegedly infringes certain claims of U.S.

10,959,123, No.

11,516,694, and No.

SpectraNet seeks unspecified monetary damages, subject to trebling under 35 U.S.C.

§ 284, and an injunction or, alternatively, an ongoing royalty of an unspecified percentage or amount.

No scheduling order has been entered.

No trial date has been set.

VFI believes these claims are without merit and intends 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.

19 unchanged sentences

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

Moreover, on June 11, 2026, the SEC proposed amendments to Regulation NMS to rescind Rule 611 (the Trade-Through Rule) and Rule 610(e) (the Locked and Crossed Markets Rule).

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

12 unchanged sentences

Indemnification Arrangements

In the normal course of its operations, the Company enters into contracts that contain a variety of representations and warranties in addition to indemnification obligations, including indemnification obligations in connection with the Acquisition of KCG and the ITG Acquisition.

of KCG and the ITG Acquisition.

The Company’s maximum exposure under these arrangements is currently unknown, as such exposure could relate to claims not yet brought or events which have not yet occurred.

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Lease assets and liabilities are summarized as follows:

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

(in thousands) Financial Statement Location June 30, 2026 December 31, 2025

Operating leases

6 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Weighted average remaining lease term

5 unchanged sentences

The components of lease expense are as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

2 unchanged sentences

Variable 2,387 1,594 4,769 3,050

Impairment of ROU Asset 832 — 832 —

Total Operating lease cost $ 22,685 $ 19,294 $ 43,595 $ 38,281

4 unchanged sentences

Total Finance lease cost $ 3,109 $ 2,112 $ 5,421 $ 4,603

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

Future minimum lease payments under operating and finance leases with non-cancelable lease terms, as of June 30, 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) March 31, 2026 December 31, 2025

(in thousands) June 30, 2026 December 31, 2025

Cash and cash equivalents $ 1,069,254 $ 1,061,697

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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.

The Company holds approximately a 58.1 % interest in Virtu Financial at June 30, 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 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.

As of June 30, 2026 and December 31, 2025, there were 3,240,583 and 3,402,959 Virtu Financial Units outstanding held by Employee Holdco, respectively, and 162,376 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 six months ended June 30, 2026 and June 30, 2025, respectively.

Second Amended and Restated 2015 Management Incentive Plan

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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.

From the inception of the program through April 24, 2026, the Company repurchased approximately 53.8 million shares of Class A Common Stock and Virtu Financial Units for approximately $ 1,417.2 million.

Employee Exchanges

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.

During the six months ended June 30, 2026 and June 30, 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 1,162,376 and 350,858 units, respectively, 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.

Accumulated Other Comprehensive Income

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

The following table presents the changes in Other Comprehensive Income for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, 2026

(in thousands) AOCI Beginning Balance Amounts recorded

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Total $ ( 4,975 ) $ ( 861 ) $ — $ ( 5,836 )

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

(in thousands) AOCI Beginning Balance Amounts recorded

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(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.

Six Months Ended June 30, 2026

(in thousands) AOCI Beginning Balance Amounts recorded

in AOCI Amounts reclassified from AOCI to income AOCI Ending Balance

Foreign exchange translation adjustment $ ( 3,011 ) $ ( 2,825 ) $ — $ ( 5,836 )

Total $ ( 3,011 ) $ ( 2,825 ) $ — $ ( 5,836 )

Six Months Ended June 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) $ 4,943 $ 853 $ ( 1,437 ) $ 4,359

Foreign exchange translation adjustment ( 12,006 ) 9,880 — ( 2,126 )

Total $ ( 7,063 ) $ 10,733 $ ( 1,437 ) $ 2,233

(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.

Share-based Compensation

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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.

The following table summarizes activity related to stock options for the six months ended June 30, 2025.

There was no such activity for the six months ended June 30, 2026.

Options Outstanding Options Exercisable

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Forfeited or expired — — — — —

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

At June 30, 2025 — $ — 0.00 — $ —

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

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

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:

For the six months ended June 30, 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 $ 18.2 million and $ 11.1 million for the three months ended June 30, 2026 and 2025, respectively, and $ 37.4 million and $ 18.2 million for the six months ended June 30, 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 six months ended June 30, 2026 and 2025:

Number of RSUs and RSAs Weighted

4 unchanged sentences

Vested ( 2,712,652 ) 24.93

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

At June 30, 2025 5,978,944 $ 29.92

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

2 unchanged sentences

Vested ( 3,585,872 ) 29.92

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.

At June 30, 2026 4,257,321 $ 36.07

(1) Excluded in the number of RSUs and RSAs are 475,000 and 100,000 participating RSAs for the three and six months ended June 30, 2026 and 2025, where the grant date has not been achieved because the performance conditions have not been met.

The Company recognized $ 15.1 million and $ 11.5 million for the three months ended June 30, 2026 and 2025, respectively, and $ 30.4 million and $ 26.9 million for the six months ended June 30, 2026 and 2025, respectively, of compensation expense in relation to RSUs.

As of June 30, 2026 and December 31, 2025, total unrecognized share-based compensation expense related to unvested RSUs was $ 113.0 million and $ 95.9 million, respectively, and this amount is to be recognized over a weighted average period of 1.3 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 $ 1.1 million of capital in connection with the operation of its designated market maker (“DMM”) business as of March 31, 2026.

Pursuant to New York Stock Exchange (“NYSE”) rules, VAL was also required to maintain $ 1.3 million of capital in connection with the operation of its designated market maker (“DMM”) business as of June 30, 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.

The regulatory capital and regulatory capital requirements of the Company’s U.S.

subsidiary as of March 31, 2026 was as follows:

subsidiary as of June 30, 2026 was as follows:

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

Virtu Americas LLC $ 612,161 $ 10,436 $ 601,725

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.

As of June 30, 2026, VAL had $ 54.6 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.

6 unchanged sentences

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 March 31, 2026 were as follows:

The regulatory net capital balances and regulatory capital requirements applicable to the Company’s foreign subsidiaries as of June 30, 2026 were as follows:

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

10 unchanged sentences

(1) Preliminary

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.

As of June 30, 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.

38 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 March 31, 2026 and 2025 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 June 30, 2026 and 2025 are summarized in the following table:

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

17 unchanged sentences

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 six months ended June 30, 2026 and 2025 are summarized in the following table:

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

Total revenues $ 1,924,871 $ 360,592 $ ( 183 ) $ 2,285,280

Operating expenses:

Brokerage, exchange, clearance fees and payments for order flow, net 328,573 69,241 — 397,814

Interest and dividends expense 379,323 3,870 — 383,193

Other segment items (2) 530,797 220,217 1,130 752,144

Total operating expenses 1,238,693 293,328 1,130 1,533,151

Income (loss) before income taxes and noncontrolling interest $ 686,178 $ 67,264 $ ( 1,313 ) $ 752,129

Total revenues $ 1,477,765 $ 355,496 $ 4,181 $ 1,837,442

Operating expenses:

Brokerage, exchange, clearance fees and payments for order flow, net 366,614 57,386 — 424,000

Interest and dividends expense 293,922 2,619 — 296,541

Other segment items (2) 372,587 171,440 2,118 546,145

Total operating expenses 1,033,123 231,445 2,118 1,266,686

Income (loss) before income taxes and noncontrolling interest $ 444,642 $ 124,051 $ 2,063 $ 570,756

(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:

The Company operates its business in the U.S.

4 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 months ended March 31, 2026 and 2025 :

Three Months Ended March 31,

The following table presents total revenues by geographic area for the three and six months ended June 30, 2026 and 2025 :

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2026 2025 2026 2025

5 unchanged sentences

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

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”).

As of June 30, 2026 and December 31, 2025 the Company had net payables to its affiliates of $ 5.8 million and $ 10.6 million, respectively.

The Company has held a minority interest in JNX since 2016 (see Note 10 “Financial Instruments and Fair Value Measurements”).

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

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 paid $ 2.8 million and $ 3.0 million for the three months ended June 30, 2026 and 2025, respectively, and $ 5.3 million and $ 5.5 million for the six months ended June 30, 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 made payments to the JV of $ 11.0 million and $ 7.2 million for the three months ended March 31, 2026 and 2025, 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 $ 13.5 million and $ 7.2 million for the three months ended June 30, 2026 and 2025, respectively, and $ 24.5 million and $ 14.4 million for the six months ended June 30, 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 $( 3.6 ) million and $ 2.7 million for the three months ended March 31, 2026 and 2025, respectively.

The Company received payments of $ 2.3 million and made payments of $ 2.7 million for the three months ended June 30, 2026 and 2025, respectively, and received payments of $ 6.0 million and made payments of $ 5.4 million for the six months ended June 30, 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 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.

On July 23, 2026 (the “Amendment No.

4 Effective Date”), the Company, VFH and certain subsidiaries of VFH entered into Amendment No.

4 (“Amendment No.

4”), which amended the Credit Agreement, to effect the issuance of incremental Senior Secured First Lien Term B-2 Loans (the “Incremental Term B-2 Loans”) in the amount of $ 500.0 million, the proceeds of which will be used for general corporate purposes, for a total Term B-2 Loan balance of $ 2,029.6 million.

The Incremental Term B-2 Loans, together with the other Term B-2 Loans, bear interest, at our 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 %, and (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 %.

The Incremental Term B-2 Loans, along with the other Term B-2 Loans, will mature on June 21, 2031.

The Incremental Term B-2 Loans amortize in annual installments equal to approximately 1.0 % of the aggregate principal amount of Incremental Term B-2 Loans made on the Amendment No.

4 Effective Date and on a pro rata basis with the other Term B-2 Loans.

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

On July 30, 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 September 15, 2026 to holders of record as of September 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