What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-07-31 compared with 2026-05-01 · 225 added, 96 removed, 685 unchanged (32% 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 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.

The following management’s discussion and analysis covers the three and six months ended June 30, 2026 and 2025, and it should be read in conjunction with the Condensed Consolidated Financial Statements and accompanying notes for the period ended June 30, 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.

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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.

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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%.

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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 March 31, 2026, 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 June 30, 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.

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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 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.

(i) cash and cash equivalents reflected on our Condensed Consolidated Statements of Financial Condition as of June 30, 2026 in the amount of $306.8 million;

(ii) deferred tax assets reflected on our Condensed Consolidated Statements of Financial Condition as of June 30, 2026 in the amount of $80.7 million and tax receivable agreement obligation in the amount of $173.1 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 June 30, 2026;

and (iv) provision for corporate income tax in the amount of $35.3 million and $74.7 million reflected on our Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026, respectively.

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 months ended March 31, 2026 and 2025:

(in thousands) Three Months Ended March 31,

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 six months ended June 30, 2026 and 2025:

(in thousands) Three Months Ended June 30, Six Months Ended June 30,

Market Making 2026 2025 2026 2025

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Income (loss) before income taxes and noncontrolling interest $ 342,557 $ 347,020 $ 752,129 $ 570,756

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

Three Months Ended March 31,

The following table shows our results of operations 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

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

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

Trading income, net, accounted for 72% and 68% of our total revenues for the six months ended June 30, 2026 and 2025, respectively.

Interest and dividends income.

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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 months ended March 31, 2026 and 2025.

Three Months Ended March 31,

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

(in thousands) 2026 2025 2026 2025

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Termination of office leases 837 11 821 21

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

Other (7,831) 1,964 1,480 14,465

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(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 months ended March 31, 2026 and 2025:

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

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Termination of office leases 837 11 821 21

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

Other (7,831) 1,964 1,480 14,465

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(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 months ended March 31, 2026 and 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

Includes additional shares from the dilutive impact of restricted stock units and restricted stock awards outstanding under the Second Amended and Restated 2015 Management Incentive Plan during the three and six months ended June 30, 2026 and 2025.

The following tables reconcile Trading income, net to Adjusted Net Trading Income by segment for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, 2026

(in thousands) Market Making Execution Services Corporate Total

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Adjusted Net Trading Income $ 579,871 $ 137,999 $ — $ 717,870

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

(in thousands) Market Making Execution Services Corporate Total

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Adjusted Net Trading Income $ 451,469 $ 116,254 $ — $ 567,723

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 %

Six Months Ended June 30, 2026

(in thousands) Market Making Execution Services Corporate Total

Trading income, net $ 1,631,821 $ 14,016 $ — $ 1,645,837

Commissions, net and technology services 24,619 341,551 — 366,170

Interest and dividends income 268,384 5,020 — 273,404

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)

Adjusted Net Trading Income $ 1,216,928 $ 287,476 $ — $ 1,504,404

Six Months Ended June 30, 2025

(in thousands) Market Making Execution Services Corporate Total

Trading income, net $ 1,229,966 $ 12,813 $ — $ 1,242,779

Commissions, net and technology services 31,726 273,440 — 305,166

Interest and dividends income 232,331 5,128 — 237,459

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)

Adjusted Net Trading Income $ 833,487 $ 231,376 $ — $ 1,064,863

The following table shows our Adjusted Net Trading Income and average daily Adjusted Net Trading Income by segment for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30,

Adjusted Net Trading Income by Segment (in thousands):

2026 2025 % Change

Market Making $ 579,871 $ 451,469 28.4%

Execution Services 137,999 116,254 18.7%

Corporate — — — % — — — %

Adjusted Net Trading Income $ 717,870 $ 567,723 26.4%

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

Three Months Ended June 30,

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

2026 2025 % Change

Market Making $ 9,353 $ 7,282 28.4%

Execution Services 2,226 1,875 18.7%

Average Daily Adjusted Net Trading Income $ 11,579 $ 9,157 26.1%

Six Months Ended June 30,

Adjusted Net Trading Income by Segment (in thousands):

2026 2025 % Change

Market Making $ 1,216,928 $ 833,487 46.0%

Execution Services 287,476 231,376 24.2%

Adjusted Net Trading Income $ 1,504,404 $ 1,064,863 41.3%

Six Months Ended June 30,

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

2026 2025 % Change

Market Making $ 9,894 $ 6,832 44.8%

Execution Services 2,337 1,897 23.2%

Average Daily Adjusted Net Trading Income $ 12,231 $ 8,729 40.2%

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Total Revenues

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,

Our total revenues increased $190.4 million, or 19.0%, to $1,190.0 million for the three months ended June 30, 2026, compared to $999.6 million for the three months ended June 30, 2025.

The increase was primarily driven by an increase of $203.9 million in Trading income, net due to higher trading volumes and increased opportunities across global markets, an increase of $25.6 million in Commissions, net and technology services due to strengthened institutional engagement during the three months ended June 30, 2026 compared to the same period in 2025, partially offset by a decrease in Other, net primarily driven by gains on the sale and deconsolidation of RFQ-hub recognized during the three months ended June 30, 2025.

The following table shows total revenues by segment for the three months ended June 30, 2026 and 2025.

Three Months Ended June 30,

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

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Commissions, net and technology services 15,944 14,414 10.6%

Other, net (459) (15,200) (97.0)%

Other, net 506 (1,058) NM

Total revenues from Market Making $ 1,009,174 $ 786,593 28.3%

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

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.

Trading income, net increased $203.9 million, or 31.2% to $856.7 million for the three months ended June 30, 2026, compared to $652.8 million for the three months ended June 30, 2025.

The increase was largely a result of higher trading volumes and increased opportunities across global markets during the three months ended June 30, 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.

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

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.

Interest and dividends income increased $17.5 million, or 13.6%, to $145.9 million for the three months ended June 30, 2026, compared to $128.4 million for the three months ended June 30, 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.

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

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.

Commissions, net and technology services revenues increased $25.6 million, or 16.6%, to $179.5 million for the three months ended June 30, 2026, compared to $153.9 million for the three months ended June 30, 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 $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.

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 decreased $56.7 million, to $7.8 million for the three months ended June 30, 2026, compared to $64.5 million for the three months ended June 30, 2025.

The period-over-period variance was primarily driven by gains on the sale and deconsolidation of RFQ-hub recognized during the three months ended June 30, 2025, partially offset by higher gains recognized due to the changes in fair value of our investment in JNX for the three months ended June 30, 2026.

Adjusted Net Trading Income

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.

Adjusted Net Trading Income, which is a non-GAAP measure, increased $150.1 million, or 26.4%, to $717.9 million for the three months ended June 30, 2026, compared to $567.7 million for the three months ended June 30, 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.

Average daily Adjusted Net Trading Income increased $2.4 million, or 26.1%, to $11.6 million for the three months ended June 30, 2026, compared to $9.2 million for the three months ended June 30, 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.

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Operating Expenses

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.

Our operating expenses increased $194.8 million, or 29.8%, to $847.4 million for the three months ended June 30, 2026, compared to $652.6 million for the three months ended June 30, 2025.

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

Brokerage exchange, clearance fees and payments for order flow, net, increased $56.9 million, or 28.2%, to $259.0 million for the three months ended June 30, 2026, compared to $202.1 million for the three months ended June 30, 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 $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.

Communication and data processing expense increased $8.3 million, or 13.5%, to $69.7 million for the three months ended June 30, 2026, compared to $61.4 million for the three months ended June 30, 2025.

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

Employee compensation and payroll taxes.

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.

Employee compensation and payroll taxes increased $80.5 million, or 59.1%, to $216.7 million for the three months ended June 30, 2026, compared to $136.2 million for the three months ended June 30, 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 $17.9 million and $11.4 million for the three months ended March 31, 2026, and 2025, respectively.

We have capitalized and therefore excluded employee compensation and benefits related to software development of $14.2 million and $9.9 million for the three months ended June 30, 2026, and 2025, respectively.

Interest and dividends expense.

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.

Interest and dividends expense increased $40.1 million, or 24.3%, to $205.3 million for the three months ended June 30, 2026, compared to $165.2 million for the three months ended June 30, 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.

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Operations and administrative.

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.

Operations and administrative expense increased $3.5 million, or 13.5%, to $29.4 million for the three months ended June 30, 2026, compared to $25.9 million for the three months ended June 30, 2025.

The increase was driven primarily by increases in occupancy expense.

Depreciation and amortization.

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.

Depreciation and amortization increased $2.8 million, or 17.9%, to $18.4 million for the three months ended June 30, 2026, compared to $15.6 million for the three months ended June 30, 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 March 31, 2026 and the three months ended March 31, 2025.

Amortization of purchased intangibles and acquired capitalized software remained consistent at $11.8 million for the three months ended June 30, 2026 and the three months ended June 30, 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 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.

Termination of office leases increased $0.8 million to $0.8 million for the three months ended June 30, 2026, compared to an insignificant amount for the three months ended June 30, 2025.

The increase was related to the impairment of lease right-of-use assets, leasehold improvements, and fixed assets for certain abandoned or vacated office space.

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

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.

Expense from debt issue cost related to debt refinancing, prepayment and commitment fees decreased $0.2 million, or 11.8%, to $1.5 million for the three months ended June 30, 2026, compared to $1.7 million for the three months ended June 30, 2025.

The decrease was primarily driven by lower commitment fees based on usage.

Transaction advisory fees and expenses.

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

Transaction advisory fees and expenses were insignificant for both the three months ended June 30, 2026 and June 30, 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 $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.

Financing interest expense on long-term borrowings increased $2.2 million, or 6.7%, to $34.8 million for the three months ended June 30, 2026, compared to $32.6 million for the three months ended June 30, 2025.

The increase was primarily attributable to a higher outstanding principal under the Senior Secured First Lien Term B-2 Loans, as described in Note 9 “Borrowings”.

Provision for income taxes

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subsidiaries.

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.

Our provision for income taxes and effective tax rates were $57.6 million and 16.8% for the three months ended June 30, 2026, compared to $54.0 million and 15.6% for the three months ended June 30, 2025.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Total Revenues

Our total revenues increased $447.9 million, or 24.4%, to $2,285.3 million for the six months ended June 30, 2026, compared to $1,837.4 million for the six months ended June 30, 2025.

This increase was primarily attributable to an increase of $403.0 million in Trading income, net due to higher trading volumes and increased opportunities across global markets and an increase of $61.0 million in Commissions, net and technology services driven by strengthened institutional engagement during the six months ended June 30, 2026 compared to the same period in 2025.

The following table shows the total revenues by segment for the six months ended June 30, 2026 and 2025.

Six Months Ended June 30,

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

Market Making

Trading income, net $ 1,631,821 $ 1,229,966 32.7%

Interest and dividends income 268,384 232,331 15.5%

Commissions, net and technology services 24,619 31,726 (22.4)%

Other, net 47 (16,258) NM

Total revenues from Market Making $ 1,924,871 $ 1,477,765 30.3%

Execution Services

Trading income, net $ 14,016 $ 12,813 9.4%

Interest and dividends income 5,020 5,128 (2.1)%

Commissions, net and technology services 341,551 273,440 24.9%

Other, net 5 64,115 (100.0)%

Total revenues from Execution Services $ 360,592 $ 355,496 1.4%

Other, net $ (183) $ 4,181 NM

Total revenues from Corporate $ (183) $ 4,181 NM

Trading income, net $ 1,645,837 $ 1,242,779 32.4%

Interest and dividends income 273,404 237,459 15.1%

Commissions, net and technology services 366,170 305,166 20.0%

Other, net (131) 52,038 NM

Total revenues $ 2,285,280 $ 1,837,442 24.4%

Trading income, net.

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

Trading income, net increased $403.0 million, or 32.4%, to $1,645.8 million for the six months ended June 30, 2026, compared to $1,242.8 million for the six months ended June 30, 2025.

The increase was largely a result of higher trading volumes and increased opportunities across global markets during the six months ended June 30, 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, 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 $35.9 million, or 15.1%, to $273.4 million for the six months ended June 30, 2026, compared to $237.5 million for the six months ended June 30, 2025.

The increase for the six months ended June 30, 2026 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 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 $61.0 million, or 20.0%, to $366.2 million for the six months ended June 30, 2026, compared to $305.2 million for the six months ended June 30, 2025.

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

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 decreased $52.1 million, or 100.2%, to $(0.1) million for the six months ended June 30, 2026, compared to $52.0 million for the six months ended June 30, 2025.

The decrease was primarily attributable to gains on the sale and deconsolidation of RFQ-hub recognized during the six months ended June 30, 2025, partially offset by lower remeasurement losses on certain digital assets held during the six months ended June 30, 2026.

Adjusted Net Trading Income

Adjusted Net Trading Income, which is a non-GAAP measure, increased $439.5 million, or 41.3%, to $1,504.4 million for the six months ended June 30, 2026, compared to $1,064.9 million for the six months ended June 30, 2025.

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 $3.5 million, or 40.2%, to $12.2 million for the six months ended June 30, 2026, compared to $8.7 million for the six months ended June 30, 2025.

Taking shortened trading days into consideration, for the six months ended June 30, 2026, the number of trading days was 123 days, compared to 122 days for the six months ended June 30, 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.

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

Operating Expenses

Our operating expenses increased $266.5 million, or 21.0%, to $1,533.2 million for the six months ended June 30, 2026, compared to $1,266.7 million for the six months ended June 30, 2025.

The increase was primarily driven by increases in Interest and dividends expense and Employee compensation and payroll taxes, 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, decreased $26.2 million, or 6.2%, to $397.8 million for the six months ended June 30, 2026, compared to $424.0 million for the six months ended June 30, 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 six months ended June 30, 2026 compared to the same period in 2025.

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 $15.4 million, or 12.7%, to $136.6 million for the six months ended June 30, 2026, compared to $121.2 million for the six months ended June 30, 2025.

This increase was primarily attributable to increased connectivity spending on market data, hardware and software, and communication networks maintained by our joint venture.

Employee compensation and payroll taxes.

Employee compensation and payroll taxes increased $169.5 million, or 66.3%, to $425.0 million for the six months ended June 30, 2026, compared to $255.5 million for the six months ended June 30, 2025.

We have capitalized and therefore excluded employee compensation and benefits related to software development of $32.1 million and $21.3 million for the six months ended June 30, 2026 and 2025, respectively.

Interest and dividends expense.

Interest and dividends expense increased $86.7 million, or 29.2%, to $383.2 million for the six months ended June 30, 2026, compared to $296.5 million for the six months ended June 30, 2025.

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 $10.5 million, or 21.9%, to $58.5 million for the six months ended June 30, 2026, compared to $48.0 million for the six months ended June 30, 2025.

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

Depreciation and amortization.

Depreciation and amortization increased $3.2 million, or 10.1%, to $34.8 million for the six months ended June 30, 2026, compared to $31.6 million for the six months ended June 30, 2025.

This increase was driven primarily by an increase in software amortization expense compared to the same period in the prior year.

Amortization of purchased intangibles and acquired capitalized software.

Amortization of purchased intangibles and acquired capitalized software remained consistent at $23.6 million for the six months ended June 30, 2026 and 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 increased $0.8 million to $0.8 million for the six months ended June 30, 2026, compared to an insignificant amount for the six months ended June 30, 2025.

The increase was related to the impairment of lease right-of-use assets, leasehold improvements, and fixed assets for certain abandoned or vacated office space.

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 8.8%, to $3.1 million for the six months ended June 30, 2026, compared to $3.4 million for the six months ended June 30, 2025.

The decrease was primarily driven by lower commitment fees based on usage, partially offset by 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” of Part I Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q.

Transaction advisory fees and expenses.

Transaction advisory fees and expenses were insignificant for the six months ended June 30, 2026 and June 30, 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 $7.3 million, or 11.7%, to $69.7 million for the six months ended June 30, 2026, compared to $62.4 million for the six months ended June 30, 2025.

This increase was primarily attributable to a higher outstanding principal under the Senior Secured First Lien Term B-2 Loans, as well as 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 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 rate was $120.6 million and 16.0% for the six months ended June 30, 2026, compared to a provision for income taxes and effective tax rate of $88.1 million and 15.4% for the six months ended June 30, 2025.

Liquidity and Capital Resources

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

As of June 30, 2026, we had $1,069.3 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 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.

As of June 30, 2026, we had borrowings under our prime brokerage credit facilities of approximately $261.3 million, borrowings under our broker dealer facilities of $325.0 million, and long-term debt outstanding in an aggregate principal amount of approximately $2,051.1 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.

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

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

We made payments totaling $155.8 million from February 2017 through June 2026.

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

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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”) 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.

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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 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.

As of June 30, 2026, there was an outstanding principal balance on our broker-dealer facilities of $325.0 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 $261.3 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

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Amendment No.

2 Effective Date.

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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.

The Term B-2 Loans will mature on June 21, 2031 and amortize in annual installments equal to 1.0% of the original aggregate principal amount of the Term B-2 Loans due on each anniversary of the Amendment No.

The Term B-2 Loans will

mature on June 21, 2031 and amortize in annual installments equal to 1.0% of the original aggregate principal amount of the Term B-2 Loans due on each anniversary of the Amendment No.

2 Effective Date.

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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.

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

As of June 30, 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 June 30, 2026.

Senior Secured First Lien Notes

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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 three months ended March 31, 2026 and 2025.

Three Months Ended March 31,

The table below summarizes our primary sources and uses of cash for the six months ended June 30, 2026 and 2025.

Six Months Ended June 30,

Net cash provided by (used in):

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Operating Activities

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.

Net cash provided by operating activities was $117.0 million for the six months ended June 30, 2026, compared to net cash provided by operating activities of $77.7 million for the six months ended June 30, 2025.

The change in net cash provided by operating activities was primarily attributable to higher Net income, partially offset by movements in noncash adjustments for the six months ended June 30, 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 $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.

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 $79.7 million for the six months ended June 30, 2026, compared with net cash used in investing activities of $11.4 million for the six months ended June 30, 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 six months ended June 30, 2026.

Financing Activities

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.

Net cash used in financing activities was $25.8 million for the six months ended June 30, 2026, compared to Net cash used in financing activities of $207.8 million for the six months ended June 30, 2025.

The cash used in financing activities for the six months ended June 30, 2026 was primarily attributable to $274.5 million in dividends to stockholders and distributions made to noncontrolling interests and $57.8 million in purchases of treasury stock, partially offset by $343.0 million of net proceeds from short-term borrowings.

The cash used in financing activities of $207.8 million during the same period of 2025 primarily reflects $1,245.0 million of repayment of our previous long-term borrowings, $254.4 million in dividends to stockholders and distributions to noncontrolling interests, and $157.6 million purchase of treasury stock, partially offset by $1,245.0 million of net proceeds from long-term borrowings and $216.8 million of net proceeds from short-term borrowings.

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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 of $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.

Critical Accounting Policies and Estimates

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Our actual results may differ from these estimates under different assumptions or conditions.

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, 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.

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Due to the relative immateriality of our financial instruments classified as level 3, we do not believe that a significant change to the inputs underlying the fair value of our level 3 financial instruments would have a material impact on our Condensed Consolidated Financial Statements.

See Note 10 “Financial Assets and Liabilities” of Part I Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q for further information about fair value measurements.

See Note 10 “Financial Instruments and Fair Value Measurements” of Part I Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q for further information about fair value measurements.

Revenue Recognition

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License fee revenues, generated for the use of our OMS and other software products, are fixed and recognized at the point in time at which the customer is able to use and benefit from the license.

Connectivity revenue is variable in nature, based on the number of live connections, and is recognized over time on a monthly basis using a time-based measure of progress.

revenue is variable in nature, based on the number of live connections, and is recognized over time on a monthly basis using a time-based measure of progress.

Analytics revenues are earned from providing customers with analytics products and services, including trading and portfolio analytics tools.

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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.

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Developments in an audit, litigation, or the relevant laws, regulations, administrative practices, principles, and interpretations could have a material effect on our operating results or cash flows in the period or periods for which that development occurs, as well as for prior and subsequent periods.

We recognize the tax benefit from an uncertain tax position in accordance with ASC 740, Income Taxes, only if it is more likely than not that the tax position will be sustained on examination by the applicable taxing authority, including resolution of the appeals or litigation processes, based on the technical merits of the position.

We recognize the tax benefit from an uncertain tax position in accordance with ASC 740, Income Taxes, only if it is more likely than not that the tax position will be sustained on

examination by the applicable taxing authority, including resolution of the appeals or litigation processes, based on the technical merits of the position.

The tax benefits recognized in the Condensed Consolidated Financial Statements from such a position are measured based on the largest benefit for each such position that has a greater than fifty percent likelihood of being realized upon ultimate resolution.

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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.

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if the fair value of the reporting unit is less than its carrying value, a goodwill impairment loss is recorded, equal to the excess of the reporting unit’s carrying amount over its fair value (not to exceed the total goodwill allocated to that reporting unit).

Our estimate of goodwill impairment, if indicated based on results of the qualitative assessment, is highly dependent on our estimate of a reporting unit’s fair value.

Our estimate of

goodwill impairment, if indicated based on results of the qualitative assessment, is highly dependent on our estimate of a reporting unit’s fair value.

We assess goodwill for impairment on an annual basis as of July 1st and on an interim basis when certain events or circumstances exist.

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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’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.

Had we used a shorter estimated useful life of seven years, the Company’s amortization expense would have been reduced by $11.8 million and increased by $3.6 million for the three months ended June 30, 2026 and 2025, respectively, and would have been reduced by $13.3 million and increased by $7.2 million for the six months ended June 30, 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.

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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