VIRT 10-K & 10-Q changes, risk factors and insider trading

•We are exempt from certain corporate governance requirements since we are a “controlled company” within the meaning of the NasdaqNYSE rules, and as a result our stockholders do not have the protections afforded by these corporate governance requirements.

Our competitors include other registered market makers, as well as unregulated or lesser‑regulated trading and technology firms that also compete to provide liquidity and execution services. Our competitors range from sole proprietors with very limited resources to highly sophisticated groups, hedge funds, well‑capitalized broker‑dealers and proprietary trading firms or other market makers that have substantially greater financial and other resources than we do. These larger and better capitalized competitors may be better able to respond to changes in the market making industry, to compete for skilled professionals, to finance acquisitions, to fund internal growth, to finance capital projects including but not limited to infrastructure projects relating to artificial intelligence and machine learning that could alter competitive dynamics, to manage costs and expenses and to compete for market share generally. Trading firms that are not registered as broker‑dealers or broker‑dealers not registered as market makers may in some instances have certain advantages over more regulated firms, including our subsidiaries that may allow them to bypass regulatory restrictions and trade more cheaply than more regulated participants on some markets or exchanges. In addition, we may in the future face enhanced competition from new market participants that may also have substantially greater financial and other resources than we do, which may result in compressed bid/ask spreads in the marketplace that may negatively impact our financial performance. Moreover, current and potential competitors may establish cooperative relationships among themselves or with third parties or may consolidate to enhance their services and products. The trend toward increased competition in our business is expected to continue, and it is possible that our competitors may acquire increased market share. Increased competition or consolidation in the marketplace could reduce the bid/ask spreads on which our business and profitability depend, and may also reduce commissions paid by institutional clients for execution services, negatively impacting our financial performance. As a result, there can be no assurance that we will be able to compete effectively with current or future competitors, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

As of December 31, 2024,2025, we had an aggregate of $1,767.3$2,067.3 million outstanding indebtedness under our long-term borrowings. In 2022, we incurred $1.8 billion of term loans under the Credit Agreement (as defined below) in connection with a refinancing transaction entered into on January 13, 2022, which was subsequently amended to $1.2 billion on June 21, 2024.2024 and to $1.5 billion on September 23, 2025. In 2024, we also incurred $0.5 billion of senior secured first lien notes. See Note 9 “Borrowings” of Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further details. If we cannot generate sufficient cash flow from operations to service our debt, we may need to refinance our debt, dispose of assets, or issue equity to obtain necessary funds. We do not know whether we will be able to take any of such actions on a timely basis, on terms satisfactory to us or at all.

The credit agreement entered into on January 13, 2022 by and among VFH, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and subsequently amended on June 21, 20242024, February 19, 2025, and September 23, 2025 (the “Credit Agreement”), and any other existing or future indebtedness of ours may contain, a number of covenants that impose significant operating and financial restrictions on us, including restrictions on our and our restricted subsidiaries’ ability to, among other things:

Our performance is substantially dependent on the performance of our senior management, including DouglasAaron Cifu,Simons, our Chief Executive Officer, Joseph Molluso, our Co-President and Co-Chief Operating Officer, Brett Fairclough, our Co-President and Co-Chief Operating Officer, Cindy Lee, our Chief Financial Officer and Stephen Cavoli, our Executive Vice President, Global Head of Execution Services. In connection with and subsequent to the IPO, we have entered into employment and other related agreements with certain members of our senior management team that restrict their ability to compete with us should they decide to leave our Company. Even though we have entered into these agreements, we cannot be sure that any member of our senior management will remain with us or that they will not compete with us in the future. The loss of any member of our senior management team could impair our ability to execute our business plan and growth strategy and have a negative impact on our revenues, in addition to potentially causing employee morale problems and/or the loss of key employees. In particular, Mr. Cifu invests in other businesses and spends time on such matters, which could divert his attention from us. Our employment agreement with Mr. Cifu specifically permits his participation in and attention to certain other business activities, including but not necessarily limited to his role as the Vice Chairman and Alternate Governor of the Florida Panthers, a National Hockey League franchise. We cannot guarantee that these or other permitted outside activities will not impact his performance as Chief Executive Officer.

In addition, the financial services industry is heavily regulated in many foreign countries. The varying compliance requirements of these different regulatory jurisdictions and other factors may limit our ability to conduct business or expand internationally. For example, MiFID, which was implemented in November 2007, has been replaced by MiFID II/Markets in Financial Investments Regulation (“MiFIR”),MiFIR, which was adopted by the European Parliament on April 15, 2014 and by the Council on May 13, 2014, entered into force on July 2, 2014, and became effective on January 3, 2018. MiFID II requires certain types of firms, including VFIL, to post firm quotes at competitive prices and supplements previous requirements with regard to investment firms’ risk controls related to the safe operation of electronic systems. MiFID II also imposed additional requirements on market structure, such as the introduction of a harmonized tick size regime, the introduction of trading venues known as Organized Trading Facilities, and the promulgation of a bilateral trading arrangement called the Systematic Internaliser regime, new open access provisions, market making requirements and various other pre‑ and post‑trade risk management requirements. The MiFID II regime has been under review, with European Union authorities making further changes to the regime. On February 28, 2024, the MiFID Amending Directive (Directive (EU) 2024/790 amending MiFID II) and the MiFIR Amending Regulation (Regulation (EU) 2024/791 amending Regulation (EU) No 600/2014 (also known as “MiFIR”) as regards enhancing data transparency, removing obstacles to the emergence of consolidated tapes, optimizing the trading obligations and prohibiting receiving payment for order flow were each adopted. The two acts entered into force on March 28, 2024, with the MiFIR amendingAmending regulationRegulation applying from that date, and the MiFID IIAmending amendmentsDirective requiring adoption by Member States by September 29, 2025. These changes at the ‘Level 1’ legislative level include a substantial number of ‘Level 2’ measures, including by means of regulatory technical standards and implementing technical standards, thatseveral areof yetwhich toremain be developed.outstanding. Each of these and other proposals may impose technological and compliance costs on us. Any of these laws, rules or regulations, as well as changes in legislation or regulation and changes in market customs and practices could have a material adverse effect on our business, financial condition, results of operations and cash flows. These risks may be enhanced by recent scrutiny of electronic trading and market structure from regulators, lawmakers and the financial news media.

In addition, we maintain borrowing facilities with banks, prime brokers and Futures Commission Merchants (“FCMs”), and we obtain uncommitted margin financing from our prime brokers and FCMs, which are in many cases affiliated with banks. In response to the 2008 financial crisis, the Basel Committee on Banking Supervision issued a new, more stringent capital and liquidity framework known as Basel III, which national banking regulators have been implementing in the various jurisdictions in which our lenders may be incorporated. In the E.U., on December 24, 2019, a Regulation on the prudential requirements for Investment Firms (“IFR”) and a Directive on the prudential supervision of Investments Firms (“IFD”) entered into force. The IFR and IFD introduced new prudential requirements for investment firms, classifying them into different categories depending on the Company’s balance-sheet size and types of activity. The main provisions of the IFR and IFD were applicable from the end of June 2021. Article 60 of the IFR and Article 66 of the IFD mandate that the European Commission submit a report to the Council and the Parliament regarding multiple aspects of the IFR and IFD, which may include a legislative proposal to amend the prudential framework applicable to investment firms. On FebruaryOctober 1,15, 2023,2025, in response to the CommissionEuropean submitted aCommission’s Call for Advice toon the IFR and IFD, the European Banking Authority (“EBA”) and ESMA in this context. On June 3, 2024, the European Banking Authority and ESMA issued atheir Discussion Paper, calling fortechnical advice fromproposing respondentscertain in the public on the investment firms prudential framework, seeking comments by September 3, 2024. The Discussion Paper seeks comments in respect of various elements of the IFR and IFD, including the categorization of investment firms, the adequacy and methodology of own funds requirements, the liquidity requirements, prudential consolidation of investment firm groups, remuneration, among others.changes. Developments in prudential rules could in certain cases lead to more stringent capital and liquidity requirements, which could also result in certain of our lenders revising the terms of our borrowing facilities or margin financing arrangements, reducing the amount of financing they provide, or ceasing to provide us financing, each of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Certain market participants, SROs, government officials and regulators have requested that the U.S. Congress, the SEC, and the CFTC propose and adopt additional laws and rules, including rules relating to payment for order flow, off-exchange trading, additional registration requirements, restrictions on co‑location, order‑to‑execution ratios, minimum quote life for orders, incremental messaging fees to be imposed by exchanges for “excessive” order placements and/or cancellations, further transaction taxes, tick sizes, changes to maker/taker rebates programs, and other market structure proposals. For example, the Committee on Financial Services of the U.S. House of Representatives held hearings on the events surrounding the January 2021 market volatility and disruptions surrounding Gamestop and other “meme” stocks at which various members of Congress expressed their concerns about various market practices, including payment for order flow and short-selling. The prior SEC administration proposed several rule changes focused on equity market structure reform, some of which have been adopted. Specifically, the SEC under the previous administration (i) adopted rule amendments to minimum pricing increments under Rule 612 of Regulation NMS, access fee caps under Rule 610 of Regulation NMS, acceleration of the implementation of certain Market Data Infrastructure Rules, and an amendment to the odd-lot information definition adopted under the MDI rules (collectively referred to as the “tick size, access fees and infrastructure rule proposals”) which havehad a compliance date commencing in November 2025,2025 which has now been postponed to November 2026, (ii) adopted amendments to Rule 605 of Regulation NMS, which hashad aan initial compliance date on or about December 15, 2025,2025 that has now been postponed until August 1, 2026 , (iii) approved a funding model submitted by several exchanges in relation to the Consolidated Audit Trail (CAT) which provides for fee collection commencing November 2024 but iswas currentlyvacated subjectby tothe legal11th challenge,Circuit Court of Appeals in July 2025, and (iv) adopted rules to amend the definitions of “dealer” and “government securities dealer” within the Exchange Act, which would have broadened the scope of these registrant categories, though this rule was recently vacated by the United States District Court. Additional proposals under the prior SEC administration which could impact our operations if adopted include (i) Proposed Rule 615 of Regulation NMS, which proposes to dramatically change the U.S. equities market structure, the routing, handling and potentially the amount, character, and cost of retail order flow, (ii) Regulation Best Execution, which would impose best execution requirements on broker-dealers which would be distinct from, but overlapping with, FINRA’s existing best execution rule (Rule 5310), (iii) a series of amendments to the definition of Exchange and Alternative Trading Systems (ATS), which would expand the scope of exchange and ATS registration and compliance requirements, and (iv) a proposal to restrict volume based tiered pricing by equity exchanges in certain cases. If adopted, these or other potential rule changes may alter the market structure for NMS securities in ways that would disfavor the current competing market center model and lessen the amount of volume executed off-exchange in favor of a central limit order book model or other centralized model for order interaction. Proposed revisions to SEC Rule 3b-16, Regulation ATS, and Regulation SCI would increase the number of technology platforms that meet the definition of an exchange and would then be required to register as an exchange or alternatively operate as an ATS, and/or operate under the more complex and costly Regulation SCI regime. Proposed changes to Regulation ATS would revise the format of Form ATS required to be filed and would impose additional disclosures and costs to rewrite and refile those forms. Further, on April 23, 2024, the Federal Trade Commission (FTC) announced a final rule banning most non-compete clauses in employer-employee contracts. The final rule was scheduled to become effective on September 4, 2024, but it was enjoined by a federal district court in September 2024 on the grounds that the rule exceeds the FTC’s authority. The FTC is appealing the ruling and therefore its implementation has not yet been definitively resolved. These recently adopted and potential additional changes, as well as other rules, regulations, executive orders or other changes in the legal or regulatory environment applicable to us and our business, may impose additional technological, operational and compliance costs on us and create uncertainty with regard to their effects. Regulators may propose other market structure changes, particularly considering the continued regulatory, congressional and media scrutiny of U.S. equities market structure, the retail trading environment in the U.S., wholesale market making and the relationships between retail broker-dealers and market making firms, including but not limited to payment for order flow arrangements, other remuneration arrangements such as profit-sharing relationships and exchange fee and rebate structures, ATSs and off-exchange trading more generally, high frequency trading, short selling, market fragmentation, colocation, and access to market data feeds.

Our amended and restated certificate of incorporation provides that, to the fullest extent permitted by law, the doctrine of “corporate opportunity” does not apply against the Founder Post-IPO Member, Mr. Viola, any of our non‑employee directors or any of their respective affiliates in a manner that would prohibit them from investing in competing businesses or doing business with our clients or customers. In addition, subject to the restrictions on competitive activities described below, Mr. Cifu is permitted to become engaged in, or provide services to, any other business or activity in which Mr. Viola is currently engaged or permitted to become engaged, to the extent that Mr. Cifu’s level of participation in such businesses or activities is consistent with his current participation in such businesses and activities. The Amended and Restated Virtu Financial LLC Agreement provides that Mr. Viola, in addition to our other executive officers and our employees that are Virtu Post-IPO Members, including Mr. Cifu,Simons, may not directly or indirectly engage in certain competitive activities until the third anniversary of the date on which such person ceases to be an officer, director or employee of ours. Our non‑employee directors are not subject to any such restriction. To the extent that the Founder Post-IPO Member, Mr. Viola, our non‑employee directors or any of their respective affiliates invests in other businesses, they may have differing interests than our other stockholders. Messrs. Viola and Cifu also have business relationships outside of our business.

We are exempt from certain corporate governance requirements since we are a “controlled company” within the meaning of the NasdaqNYSE rules, and as a result our stockholders do not have the protections afforded by these corporate governance requirements.

The Founder Post‑IPO Member controls more than 50% of our combined voting power. As a result, we are considered a “controlled company” for purposes of the NasdaqNYSE rules and corporate governance standards, and therefore we are permitted and may elect not to or may have elected not to, comply with certain NasdaqNYSE corporate governance requirements, including those that would otherwise require our Board of Directors to have a majority of independent directors and require that we either establish a Compensation and Nominating and Corporate Governance Committees, each comprised entirely of independent directors, or otherwise ensure that the compensation of our executive officers and nominees for directors are determined or recommended to the Board of Directors by the independent members of the Board of Directors. Accordingly, holders of our Class A Common Stock do not have the same protections afforded to stockholders of companies that are subject to all of the NasdaqNYSE rules and corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced.

As of December 31, 2024,2025, we had 84,976,32584,919,931 shares of Class A Common Stock outstanding and 5,564,5325,876,036 shares of Class A Common Stock issuable pursuant to the Second Amended and Restated 2015 Management Incentive Plan (as defined below) upon the vesting of granted but unvested restricted stock units, excluding 2,606,625 shares of Class A Common Stock issuable pursuant to the Second Amended and Restated 2015 Management Incentive Plan but not yet granted, and 68,653,71068,061,925 shares of Class A Common Stock issuable upon potential exchanges and/or conversions. Of these shares, 79,128,97279,041,198 shares sold in the IPO and the Secondary Offerings are freely tradable without further restriction under the Securities Act. The remaining balance of 80,065,59579,816,694 shares of Class A Common Stock outstanding as of December 31, 20242025 (including shares issuable upon exchange and/or conversion, or vesting) are “restricted securities,” as that term is defined under Rule 144 of the Securities Act. The holders of these 79,008,09179,816,694 shares of our Class A Common Stock, including shares issuable upon exchange, conversion or vesting as described above, are entitled to dispose of their shares pursuant to (i) the applicable holding period, volume and other restrictions of Rule 144 or (ii) another exemption from registration under the Securities Act. Additional sales of a substantial number of our shares of Class A Common Stock in the public market, or the perception that sales could occur, could have a material adverse effect on the price of our Class A Common Stock.

We have filed a registration statementstatements under the Securities Act registering 26,000,000an aggregate of 33,500,000 shares of our Class A Common Stock reserved for issuance under our Second Amended and Restated 2015 Management Incentive Plan, 2,606,6257,625,526 of which are issuable, and we entered into the Registration Rights Agreement (as defined below) pursuant to which we granted demand and piggyback registration rights to the Founder Post-IPO Member, Temasek, another former stockholder, and piggyback registration rights to certain of the other Virtu Post-IPO Members.

General Risks Factors

As a public company, we incur significant levels of legal, accounting and other expenses. Sarbanes-Oxley and related rules of the SEC, together with the listing requirements of Nasdaq,NYSE, impose significant requirements relating to disclosure controls and procedures and internal control over financial reporting. We have incurred costs as a result of compliance with these public company requirements, and we may need to hire additional qualified personnel in order to continue to satisfy these public company requirements. We are required to expend considerable time and resources complying with public company regulations. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A Common Stock, fines, sanctions and other regulatory action.

The following management’s discussion and analysis covers the years ended December 31, 20242025 and 20232024 should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes for the year ended December 31, 2024,2025, which are included in Part II, Item 8 of this Annual Report on Form 10-K. This management’s discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Unless otherwise stated, all amounts are presented in thousands of dollars.

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

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

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

We leverage cutting edge technology to provide competitive and deep liquidity that helps to create more efficient markets around the world. As a market maker and liquidity provider, we stand ready, at any time, to buy or sell a broad range of securities and other financial instruments, and we generate profits by buying and selling large volumes of securities and other financial instruments and earning small bid/ask spreads. Our market structure expertise, broad diversification, and scalable execution technology enable us to provide competitive bids and offers in over 25,00050,000 securities and other financial instruments, on over 250150 venues, in 40 countriesvenues worldwide. We use the latest technology to create and deliver liquidity to the global markets and automate our market making, risk controls, and post-trade processes. As a market maker, we interact directly with hundreds of retail brokers, Registered Investment Advisors, private client networks, sell-side brokers, and buy-side institutions.

On June 21, 2024 (the “Amendment No. 1 Effective Date”), the Company entered into Amendment No. 1 to the Original Credit Agreement (as amended, the “First Amended Credit Agreement”) and completed the issuance of the Notes (as defined below). Pursuant to the First Amended Credit Agreement, $1,245.0 million in aggregate principal amount of Senior Secured First Lien Term B-1 Loans due 2031 (the “NewTerm TermB-1 Loans”) were issued, the proceeds of which were used, along with the proceeds of the Notes, to repay in full all term loans previously outstanding under the Original Credit Agreement. Additionally, the First Amended Credit Agreement provides an increase in its senior secured first lien revolving credit facility from $250.0 million to $300.0 million and an extension of the maturity thereof to three years after the Amendment No. 1 Effective Date.

The New Term B-1 Loans will bear interest, at the Company’s election, at either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50%, (c) term SOFR for a borrowing with an interest period of one month plus 1.00% and (d) 1.00%, plus, in each case, 1.75%, or (ii) the greater of (x) term SOFR for the interest period in effect and (y) 0%, plus, in each case, 2.75%. The NewTerm TermB-1 Loans will mature on the seventh anniversary of the Amendment No. 1 Effective Date and amortize in annual installments equal to 1.0% of the original aggregate principal amount of the NewTerm TermB-1 Loans. The NewTerm TermB-1 Loans are also subject to contingent principal payments based on excess cash flow and certain other triggering events.

Second Amended and Restated 2015 Management Incentive Plan

The Company’s Board of Directors and stockholders adopted the 2015 Management Incentive Plan, which became effective upon consummation of the Company’s IPO and was subsequently amended and restated following receipt of approval from the Company’s stockholders on June 30, 2017 and June 2, 2025 (as amended and restated, the “Second Amended and Restated 2015 Management Incentive Plan”). On April 23, 2025, the Company’s Board of Directors adopted the Second Amended and Restated 2015 Management Incentive Plan to increase the number of shares, to extend the expiration date to June 2, 2035 and to remove certain provisions related to Section 162(m) of the Code that are no longer applicable. The Second Amended and Restated 2015 Management Incentive Plan provides for the grant of stock options, restricted stock units, and other awards based on an aggregate of 16,000,00033,500,000 shares of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”), subject to additional sublimits, including limits on the total option grant to any one participant in a single year and the total performance award to any one participant in a single year. OnThe April 23, 2020, the Company’s Board of Directors adopted an amendment to the Company’sSecond Amended and Restated 2015 Management Incentive Plan in order to increase the number of shares of the Company’s Class A Common Stock reserved for issuance, and in respect of which awards may be granted under the Amended and Restated 2015 Plan from 16,000,000 to an aggregate of 21,000,000 shares of Class A Common Stock. On April 22, 2022, the Company’s Board of Directors adopted another amendment to the Company’s Amended and Restated 2015 Management Incentive Plan to increase the number of shares to an aggregate of 26,000,000 shares of Class A Common Stock and the amendment was approved by the Company’s shareholders at the Company’s annual meeting of shareholders on June 2, 2022.2025.

Interest and dividends income. Our market making activities require us to hold securities on a regular basis, and we generate revenues in the form of interest and dividends income from these securities. Interest is also earned on securities borrowed from other market participants pursuant to collateralized financing arrangements and on cash held by brokers. Dividends income arises from holding market making positions over dates on which dividends and capital gain distributions are paid to shareholders of record.

Other, net can also include gains on sales of strategic investments and businesses, settlement fund recoveries, remeasurement gains or losses on certain digital assets held, as well as revenues from service agreements related to the sale of businesses.

Employee compensation and payroll taxes. Employee compensation and payroll taxes include employee salaries, cash and non-cash incentive compensation, employee benefits, payroll taxes, severance and other employee related costs. Employee compensation and payroll taxes also includes non-cash compensation expenses with respect to restricted stock units and restricted stock awards pursuant to the Second Amended and Restated 2015 Management Incentive Plan.

(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 years ended December 31, 2025, 2024, 2023, and 2022.2023.

Trading income, net. Trading income, net was primarily earned by our Market Making segment. Trading income, net,net increased $521.1$614.3 million, or 40.0%,33.7%, to $2,436.7 million for the year ended December 31, 2025, compared to $1,822.4 million for the year ended December 31, 2024, compared to $1,301.3 million for the year ended December 31, 2023.2024. The increase was largely a result of higher trading volumes and increased opportunities across global markets during the year ended December 31, 20242025 compared to the same period in 2023.2024. Rather than analyzing Trading income, net,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.

Commissions, netInterest and technologydividends services.income. Commissions, netInterest and technologydividends servicesincome revenues werewas primarily earned by our ExecutionMarket ServicesMaking segment. Commissions, netInterest and technologydividends services revenuesincome increased $61.2$46.7 million, or 13.4%,10.1%, to $516.8$508.8 million for the year ended December 31, 2024,2025, compared to $455.6$462.1 million for the year ended December 31, 2023.2024. ThisThe increase for the year ended December 31, 2025 was primarily driven by relativelyhigher interest income from increased securities borrowing transactions and higher clientdividends volumesearned andon increasingmarket institutionalmaking engagementtrading assets held over periods when dividends are paid, compared to the sameprior period in 2023.year. As indicated above, rather than analyzing commissioninterest and dividends income in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income.

Other, net. Other, net increaseddecreased $1.8$6.1 million, or 2.4%,8.1%, to $69.6 million for the year ended December 31, 2025, compared to $75.7 million for the year ended December 31, 2024,2024. comparedThe to $73.9 millionincome for the year ended December 31, 2023.2025 included gains on the sale and deconsolidation of RFQ-hub, partially offset by remeasurement losses on certain digital assets held during the period. The income for the yearsyear ended December 31, 2024 and 2023 were primarily related toincluded gains on settlement fund recoveries in which we arewere eligible to participate based on our transactions in the applicable products.

Adjusted Net Trading Income, which is a non-GAAP measure, increased $387.0$547.6 million, or 32.0%,34.3%, to $2,145.3 million for the year ended December 31, 2025, compared to $1,597.7 million for the year ended December 31, 2024, compared to $1,210.7 million for the year ended December 31, 2023.2024. This increase was primarily attributable to higher Trading income, net and Commissions, net and technology services, as noted above, partially offset by higher Brokerage, exchange, clearance fees and payments for order flow, net and Interest and dividends expense as described below. Average daily Adjusted Net Trading Income increased $1.6$2.2 million, or 33.3%,34.4%, to $8.6 million for the year ended December 31, 2025, compared to $6.4 million for the year ended December 31, 2024. Taking shortened trading days into consideration starting in the fourth quarter of 2024, compared to $4.8 million for the year ended December 31, 2023. Taking shortened trading days into consideration for the year ended December 31, 2024,2025, the number of trading days was 250.5248.5 days, compared to 250250.5 days for the year ended December 31, 2023 under the previous trading day convention.2024. 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 7. Management's Discussion and Analysis of Financial Condition and Results of Operations”.

Our operating expenses increased $263.8$305.8 million, or 13.4%,13.7%, to $2,537.8 million for the year ended December 31, 2025, compared to $2,232.0 million for the year ended December 31, 2024, compared to $1,968.2 million for the year ended December 31, 2023.2024. The increase was primarily driven by increases in Brokerage, exchange, clearance fees and payments for order flow, net, Interest and dividends expense, and Employee compensation and payroll taxes, andpartially offset by a decrease in Debt issue cost related to debt refinancing, prepayment and commitment fees.fees and Termination of office leases.

Communication and data processing. Communication and data processing expense increased $5.6$12.8 million, or 2.4%,5.4%, to $249.2 million for the year ended December 31, 2025, compared to $236.4 million for the year ended December 31, 2024, compared to $230.8 million for the year ended December 31, 2023.2024. This increase was primarily attributable to increased connectivity spending on market data, subscription, colocation connectivity, and communication networks maintained by our joint ventures.venture.

Interest and dividends expense. Interest and dividends expense increased $28.7$118.2 million, or 5.7%,22.3%, to $647.4 million for the year ended December 31, 2025, compared to $529.2 million for the year ended December 31, 2024, compared to $500.5 million for the year ended December 31, 2023.2024. This increase was primarily attributable to higher interest expense incurred on cash collateral received driven by an increase in securities lending transactions, as well as higher dividends expense with respect to securities sold, not yet purchased for the period compared to the same period during the prior year. As indicated above, rather than analyzing interest and dividends expense in isolation, we generally evaluate it in the broader context of our Adjusted Net Trading Income.

Operations and administrative. Operations and administrative expense decreasedincreased $2.0$0.9 million, or 2.0%,0.9%, to $97.9 million for the year ended December 31, 2025, compared to $97.0 million for the year ended December 31, 2024, compared to $99.0 million for the year ended December 31, 2023.2024. The decreaseincrease was primarily driven by aan decreaseincrease in occupancyprofessional expenses.expenses compared to the prior year.

Depreciation and amortization. Depreciation and amortization increaseddecreased $2.5$1.4 million, or 3.9%,2.1%, to $64.4 million for the year ended December 31, 2025, compared to $65.8 million for the year ended December 31, 2024, compared to $63.3 million for the year ended December 31, 2023.2024. This increasedecrease was driven primarily by increaseda amortizationdecrease in depreciation of capitalizedcomputer softwareequipment and leased equipment compared to the prior period.year.

Amortization of purchased intangibles and acquired capitalized software. Amortization of purchased intangibles and acquired capitalized software decreased $13.5$3.4 million, or 21.1%,6.7%, to $47.1 million for the year ended December 31, 2025, compared to $50.5 million for the year ended December 31, 2024, compared to $64.0 million for the year ended December 31, 2023.2024. This decrease was primarily attributable to certain intangible assets being fully amortized in 2023 and during 2024.

Termination of office leases. Termination of office leases increasedexpenses, $15.7when millionincurred, are related to $16.2the millionimpairment of lease right-of-use assets, leasehold improvements and fixed assets for certain abandoned or vacated office space. The expenses for the year ended December 31, 2024,2024 compared to $0.5 million for the year ended December 31, 2023. The increase was related toincluded the impairment of lease right-of-use assets and asset retirement obligations for certain abandoned or vacated office spacesspaces. The expenses for the year ended December 31, 2025 included a reduction of $6.5 million in 2024.cost related to asset retirement obligations that the Company previously recorded. See Note 17 “Leases” for further details.

Debt issue cost related to debt refinancing, prepayment and commitment fees. Expense from debt issue cost related to debt refinancing, prepayment and commitment fees increaseddecreased $21.2$23.0 million, or 255.4%,78.0%, to $6.5 million for the year ended December 31, 2025, compared to $29.5 million for the year ended December 31, 2024, compared to $8.3 million for the year ended December 31, 2023.2024. The increasedecrease was primarily driven by the acceleration of capitalized debt issue cost and discount on our previous term loan as a result of refinancing during the year ended December 31, 2024. See Note 9 “Borrowings” of Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for additional details.

Financing interest expense on long term borrowings. Financing interest expense on long-term borrowings decreasedincreased $1.5$35.1 million, or 1.5%,35.9%, to $132.9 million for the year ended December 31, 2025, compared to $97.8 million for the year ended December 31, 2024, compared to $99.3 million for the year ended December 31, 2023.2024. This decreaseincrease was primarily attributable to the decreasecompletion in outstandingFebruary principal as a result2025 of the voluntary prepayment in December 2023, the amortization of the amounts in AOCI related to the interest rate swaps that were terminated in December 2023, aspartially welloffset asby athe effect from lower overall interest rates as a result of rate aftercuts and our debt refinancing described in Note 9 “Borrowings”.

Generally, we are required under the tax receivable agreements entered into in connection with our IPO to make payments to certain direct or indirect equity holders of Virtu Financial or their permitted assignees (collectively, “TRA Parties”) that are generally equal to 85% of the applicable cash tax savings, if any, that we realize as a result of favorable tax attributes that are available to us as a result of the IPO and certain reorganization transactions undertaken in connection therewith, for exchanges of membership interests for Class A Common Stock or Class B Common Stock and payments made under the tax receivable agreements. We will retain the remaining 15% of any such cash tax savings. We expect that future payments to certainTRA direct or indirect equity holders of Virtu FinancialParties described in Note 5 “Tax Receivable Agreements” of Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K are expected to range from approximately $0.1$0.3 million to $22.1$22.5 million per year over the next 15 years. Such payments will occur only after we have filed our U.S. federal and state income tax returns and realized the cash tax savings from the favorable tax attributes. We made payments totaling $114.0$134.8 million from February 2017 through December 2024.2025. Future payments under the tax receivable agreements in respect of subsequent exchanges would be in addition to these amounts. We currently expect to fund these payments from realized cash tax savings from the favorable tax attributes.

Under the tax receivable agreements, as a result of certain types of transactions and other factors, including a transaction resulting in a change of control, we may also be required to make payments to certainTRA direct or indirect equity holders of Virtu FinancialParties in amounts equal to the present value of future payments we are obligated to make under the tax receivable agreements. We would expect any acceleration of these payments to be funded from the realized favorable tax attributes. However, if the payments under the tax receivable agreements are accelerated, we may be required to raise additional debt or equity to fund such payments. To the extent that we are unable to make payments under the tax receivable agreements for any reason (including because our Credit Agreement restricts the ability of our subsidiaries to make distributions to us) such payments will be deferred and will accrue interest until paid.

Our principal U.S. subsidiary, Virtu Americas LLC (“VAL”) is subject to separate regulation and capital requirements in the U.S. and other jurisdictions. VAL is a registered U.S. broker-dealer, and its primary regulators include the SEC and the Financial Industry Regulatory Authority (“FINRA”). In June 2023 our U.S. subsidiary RFQ-hub Americas LLC (“RAL”, which is currently held for sale, as described in Note 3 “Business Held for Sale”) became a registered U.S. broker-dealer and as such is subject to regulation and capital requirements from its primary regulators, the SEC and FINRA. As described in Note 3 “Sale of RFQ-hub”, we disposed of a 49% interest in RAL’s parent company RFQ-hub Holdings LLC (together with its subsidiaries, “RFQ-hub”) in May 2025 and we ceased to control, and deconsolidated, RFQ-hub at such time.

Our Canadian subsidiaries, Virtu Canada Corp (f/k/a Virtu ITG Canada Corp.) and Virtu Financial Canada ULC, are subject to regulatory capital requirements and periodic requirements to report their regulatory capital and submit other regulatory reports set forth by the Canadian Investment Regulatory Organization. Effective January 22, 2025, Virtu Financial Canada ULC has resigned from membership with the Canadian Investment Regulatory Organization and is no longer subject to its regulatory requirements. Our Irish subsidiaries, Virtu Financial Ireland Limited (“VFIL”) and Virtu Europe Trading Limited (“VETL”) (f/k/a Virtu ITG Europe Limited) are regulated by the Central Bank of Ireland as Investment Firms and in accordance with European Union law are required to maintain a minimum amount of regulatory capital based upon their positions, financial conditions, and other factors. 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. Failure to comply with their regulatory capital requirements could result in regulatory sanction or revocation of their regulatory license. Virtu ITG UK Limited is regulated by the Financial Conduct Authority in the United Kingdom and is subject to similar prudential capital requirements. Virtu ITG Australia Limited, and Virtu ITG Hong Kong Limited are also subject to local regulatory capital requirements and are regulated by the Australian Securities and Investments Commission, the Securities and Futures Commission of Hong Kong, respectively. Virtu ITG Singapore Pte. Limited and Virtu Financial Singapore Pte. Ltd. have similar regulatory requirements and are regulated by the Monetary Authority of Singapore.

In OctoberJanuary 2019,2022, in order to align the swap agreements with the Original Credit Agreement, the Company enteredamended intoits aexisting five-year $525.0 million floating-to-fixed interest rate swap agreement.agreement In January 2020, the Company entered into aand five-year $1,000.0 million floating-to-fixed interest rate swap agreement.agreement to align the floating rate term of such swap agreements to SOFR. These two interest rate swaps met the criteria to be considered and were designated as qualifying cash flow hedges under ASC 815 in the first quarter of 2020,815, and they effectively fixed interest payment obligations on $525.0 million and $1,000.0 million of principal under the previous first lien term loan facility in relation to the ITGOriginal AcquisitionCredit Agreement at rates of 4.3%4.5% and 4.4%4.6% through September 2024 and January 2025, respectively. In April 2021, each of the swap agreements described above was novated to another counterparty and amended in connection with such novation. The amendments included certain changes to collateral posting obligations and also had the effect of increasing the effective fixed interest payment obligations to rates of 4.5%, with respect to the earlier maturing swap arrangement, and 4.6% with respect to the later maturing swap arrangement. In January 2022, in order to align the swap agreements with the Original Credit Agreement, the Company amended each of the swap agreements to align the floating rate term of such swap agreements to SOFR. The effective fixed interest payment obligations remained at 4.5%, with respect to the earlier maturing swap arrangement, and 4.6% with respect to the later maturing swap arrangement.

On June 21, 2024 (the “Amendment No. 1 Effective Date”), the Company entered into Amendment No. 1 to the Original Credit Agreement (the “First Amended Credit Agreement”) and completed the issuance of the Notes (as defined below). Pursuant to the First Amended Credit Agreement, $1,245.0 million in aggregate principal amount of seniorSenior securedSecured firstFirst lienLien termTerm B-1 loansLoans due 2031 (the “NewTerm TermB-1 Loans”) were issued, the proceeds of which were used, along with the proceeds of the Notes, to repay in full all term loans previously outstanding under the Original Credit Agreement. Additionally, the First Amended Credit Agreement provides an increase in its senior secured first lien revolving credit facility from $250.0 million to $300.0 million and an extension of the maturity thereof to three years after the Amendment No. 1 Effective Date.

The New Term B-1 Loans will bear interest, at the Company’s election, at either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50%, (c) term SOFR for a borrowing with an interest period of one month plus 1.00% and (d) 1.00%, plus, in each case, 1.75%, or (ii) the greater of (x) term SOFR for the interest period in effect and (y) 0%, plus, in each case, 2.75%. The NewTerm TermB-1 Loans will mature on the seventh anniversary of the Amendment No. 1 Effective Date and amortize in annual installments equal to 1.0% of the original aggregate principal amount of the NewTerm TermB-1 Loans. The NewTerm TermB-1 Loans are also subject to contingent principal payments based on excess cash flow and certain other triggering events.

As of December 31, 2024,2025, $1,245.0$1,545.0 million was outstanding under the current term loans. We were in compliance with all applicable covenants under the Credit Agreement as of December 31, 2024.2025.

Net cash provided by operating activities was $599.0$518.4 million for the year ended December 31, 2024,2025, compared to net cash provided by operating activities of $491.8$599.0 million for the year ended December 31, 2023.2024. The change in net cash provided by operating activities was primarily attributable to higher net income as well as movements in noncash adjustmentsadjustments, partially offset by higher Net income for the year ended December 31, 20242025 compared to the prior period.year.

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 $61.8$40.6 million for the year ended December 31, 2024,2025, compared with net cash used in investing activities of $94.5$61.8 million for the year ended December 31, 2023.2024. The changedecrease in net cash used in investing activities was primarily attributable to decreasesproceeds received from sale of RFQ-hub, partially offset by increases in acquisition of property and equipment and other investing activities for the year ended December 31, 2024.2025.

Due to the nature of our operations, substantially all of our financial instrument assets, comprised of financial instruments owned, securities purchased under agreements to resell, and receivables from brokers, dealers and clearing organizationsorganizations, and digital assets are carried at fair value based on published market prices and are marked to market daily, or are assets which are short-term in nature and are reflected at amounts approximating fair value. Similarly, all of our financial instrument liabilities that arise from financial instruments sold but not yet purchased, securities sold under agreements to repurchase, securities loaned, and payables to brokers, dealers and clearing organizations are short-term in nature and are reported at quoted market prices or at amounts approximating fair value.

Level 2 — Quoted prices in markets that are not active and financial instruments for which all significant inputs are observable, either directly or indirectly; or Level 3 — Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable The fair values for substantially all of our financial instruments owned andowned, financial instruments sold but not yet purchasedpurchased, and digital assets are based on observable prices and inputs and are classified in levels 1 and 2 of the fair value hierarchy. Instruments categorized within level 3 of the fair value hierarchy are those which require one or more significant inputs that are not observable. Estimating the fair value of level 3 financial instruments requires judgments to be made. 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 Consolidated Financial Statements. See Note 10 “Financial Assets and Liabilities” of Part II, Item 8 “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for further information about fair value measurements.

Trading income, net, consists of trading gains and losses that are recorded on a trade date basis and reported on a net basis. Trading income, net, is primarily comprised of changes in fair value of financial instruments owned and financial instruments sold, not yet purchased assets and liabilities (i.e., unrealized gains and losses) and realized gains and losses on equities, fixed income securities, currencies and commodities.

Share-based awards issued for compensation in connection with or subsequent to the Reorganization Transactions and the IPO pursuant to our Second Amended and Restated 2015 Management Incentive Plan were in the form of stock options, Class A Common Stock, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”). The fair value of the stock option grants is determined through the application of the Black-Scholes-Merton model. The fair value of the Class A Common Stock and RSUs is determined based on the volume weighted average price for the three days preceding the grant. With respect to the RSUs, we account for forfeitures as they occur. The fair value of RSAs is determined based on the closing price as of the date of grant. The fair value of share-based awards granted to employees is expensed based on the vesting conditions and is recognized on a straight-line basis over the vesting period, or, in the case of RSAs subject to performance conditions, from the date that achievement becomes probable through the remainder of the vesting period. The assessment of the performance condition becomes certain within the year of grant. At year end there is no future assessment that would affect grants with a performance condition. We record as treasury stock shares repurchased from employees for the purpose of settling tax liabilities incurred upon the issuance of common stock, the vesting of RSUs or the exercise of stock options.

We are required under the tax receivable agreements entered into in connection with our IPO to make payments to certainTRA direct or indirect equity holders of Virtu FinancialParties that are generally equal to 85% of the applicable cash tax savings, if any, that we realize as a result of favorable tax attributes that are available to us as a result of the Reorganization Transactions, for exchanges of membership interests for Class A Common Stock or Class B Common Stock and payments made under the tax receivable agreements. An exchange of membership interests by the Virtu Members for Class A Common Stock or Class B Common Stock (an “Exchange”) during the year will give rise to favorable tax attributes that may generate cash tax savings specific to the Exchange, to be realized over a specific period of time (generally 15 years). At each Exchange, we estimate the cumulative tax receivable agreement obligations to be reported on the consolidated financial statements. The tax attributes are computed as the difference between our basis in the partnership interest (“outside basis”) as compared to our share of the adjusted tax basis of partnership property (“inside basis”), at the time of each Exchange. The computation of inside basis requires judgments in estimating the components included in the inside basis as of the date of the Exchange (such as, cash received on hypothetical sale of assets, allocation of gain/loss at the time of the Exchange taking into account complex partnership tax rules). In addition, we estimate the period of time that may generate cash tax savings of such tax attributes and the realizability of the tax attributes.

Valuation of intangible assets involves the use of significant estimates and assumptions with respect to the timing and amounts of revenue growth rates, customer attrition rates, future tax rates, royalty rates, contributory asset charges, discount rate and the resulting cash flows. We amortize finite-lived intangible assets over their estimated useful lives. Our largest finite-lived intangible asset is customer relationships, which is being amortized over an estimated useful life of ten to twelve years. Had we used a shorter estimated useful life of seven years, the Company would have recorded an additional $18.4 million, $21.7 million, and $21.7 million for the years ended December 31, 2024, 2023, and 2022, respectively. We test finite-lived intangible assets for impairment when impairment indicators are present, and if impaired, they are written down to fair value.

The following management’s discussion and analysis covers the three and six months ended MarchJune 31,30, 2026 and 2025, and it should be read in conjunction with the Condensed Consolidated Financial Statements and accompanying notes for the period ended MarchJune 31,30, 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. Our actual results could differ materially from those discussed below. Unless otherwise stated, all amounts are presented in thousands of dollars.

On February 19, 2025 (the “Amendment No. 2 Effective Date”), the Company entered into Amendment No. 2 to the First Amended Credit Agreement (“Amendment No. 2”). 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 “Original Term B-2 Loans”),Loans, the proceeds of which were used to repay in full the Term B-1 Loans on the Amendment No. 2 Effective Date.

On September 23, 2025 (the “Amendment No. 3 Effective Date”), the Company entered into Amendment No. 3 to the FirstSecond Amended Credit Agreement (“Amendment No. 3”). Amendment No. 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”).

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 MarchJune 31,30, 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.

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 MarchJune 31,30, 2026 in the amount of $176.9$306.8 million; (ii) deferred tax assets reflected on our Condensed Consolidated Statements of Financial Condition as of MarchJune 31,30, 2026 in the amount of $83.1$80.7 million and tax receivable agreement obligation in the amount of $166.5$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 MarchJune 31,30, 2026; and (iv) provision for corporate income tax in the amount of $39.3$35.3 million and $74.7 million reflected on our Condensed Consolidated Statements of Comprehensive Income for the three and six months ended MarchJune 31,30, 2026.2026, respectively.

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 MarchJune 31,30, 2026 and 2025:

The following table shows our results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025:

Trading income, net. Trading income, net represents revenue earned from bid/ask spreads. Trading income is generated in the normal course of our market making activities and is typically proportional to the level of trading activity, or volumes, and bid/ask spreads in the asset classes we serve. Our trading income is highly diversified by asset class and geography and comprises small amounts earned on millions of trades on various exchanges. 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%68% of our total revenues for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

The following table reconciles the Condensed Consolidated Statements of Comprehensive Income to arrive at Adjusted Net Trading Income, EBITDA, Adjusted EBITDA, and Operating Margins for the three and six months ended MarchJune 31,30, 2026 and 2025.

The following table reconciles Net Income to arrive at Normalized Adjusted Net Income before income taxes, Normalized provision for income taxes, Normalized Adjusted Net Income and Normalized Adjusted EPS for the three and six months ended MarchJune 31,30, 2026 and 2025:

(2)Assumes that (1) holders of all vested and unvested non-vesting Virtu Financial Units (together with corresponding shares of the Company’s Class C common stock, par value $0.00001 per share (the “Class C Common Stock”)) have exercised their right to exchange such Virtu Financial Units for shares of Class A Common Stock on a one-for-one basis, (2) holders of all Virtu Financial Units (together with corresponding shares of the Company’s Class D common stock, par value $0.00001 per share (the “Class D Common Stock”)) have exercised their right to exchange such Virtu Financial Units for shares of the Company’s Class B common stock, par value $0.00001 per share (the “Class B Common Stock”) on a one-for-one basis, and subsequently exercised their right to convert the shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis. Includes additional shares from the dilutive impact of options, restricted stock units and restricted stock awards outstanding under the Second Amended and Restated 2015 Management Incentive Plan and the Amended and Restated ITG 2007 Equity Plan during the three and six months ended MarchJune 31,30, 2026 and 2025.

The following tables reconcile Trading income, net to Adjusted Net Trading Income by segment for the three and six months ended MarchJune 31,30, 2026 and 2025:

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 MarchJune 31,30, 2026 and 2025:

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

Our total revenues increased $257.4$190.4 million, or 30.7%,19.0%, to $1095.3$1,190.0 million for the three months ended MarchJune 31,30, 2026, compared to $837.9$999.6 million for the three months ended MarchJune 31,30, 2025. The increase was primarily driven by an increase of $199.1$203.9 million in Trading income, net due to higher trading volumes and increased opportunities across global markets, an increase of $35.3$25.6 million in Commissions, net and technology services due to strengthened institutional engagement during the three months ended MarchJune 31,30, 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 MarchJune 31,30, 2026 and 2025.

Trading income, net. Trading income, net was primarily earned by our Market Making segment. Trading income, net increased $199.1$203.9 million, or 33.7%31.2% to $789.1$856.7 million for the three months ended MarchJune 31,30, 2026, compared to $590.0$652.8 million for the three months ended MarchJune 31,30, 2025. The increase was largely a result of higher trading volumes and increased opportunities across global markets during the three months ended MarchJune 31,30, 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.

Interest and dividends income. Interest and dividends income was primarily earned by our Market Making segment. Interest and dividends income increased $18.4$17.5 million, or 16.9%,13.6%, to $127.5$145.9 million for the three months ended MarchJune 31,30, 2026, compared to $109.1$128.4 million for the three months ended MarchJune 31,30, 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. 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 $35.3$25.6 million, or 23.3%,16.6%, to $186.6$179.5 million for the three months ended MarchJune 31,30, 2026, compared to $151.3$153.9 million for the three months ended MarchJune 31,30, 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 dividendscommission income in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income.

Other, net. Other, net increaseddecreased $4.5$56.7 million, to $(8.0)$7.8 million for the three months ended MarchJune 31,30, 2026, compared to $(12.5)$64.5 million for the three months ended MarchJune 31,30, 2025. The period-over-period variance was primarily driven by lower remeasurement lossesgains on certainthe digitalsale assetsand helddeconsolidation comparedof toRFQ-hub recognized during the samethree periodmonths inended June 30, 2025, partially offset by losseshigher gains recognized due to the changes in fair value of our investment in JNX for the three months ended MarchJune 31,30, 2026.

Adjusted Net Trading Income, which is a non-GAAP measure, increased $289.4$150.1 million, or 58.2%,26.4%, to $786.5$717.9 million for the three months ended MarchJune 31,30, 2026, compared to $497.1$567.7 million for the three months ended MarchJune 31,30, 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$2.4 million, or 55.4%,26.1%, to $12.9$11.6 million for the three months ended MarchJune 31,30, 2026, compared to $8.3$9.2 million for the three months ended MarchJune 31,30, 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.”

Our operating expenses increased $71.7$194.8 million, or 11.7%,29.8%, to $685.8$847.4 million for the three months ended MarchJune 31,30, 2026, compared to $614.1$652.6 million for the three months ended MarchJune 31,30, 2025. The increase in operating expenses is primarily due to an increase in Employee compensation and payroll taxes, Interest and dividends expense, and Operations and administrative, partially offset by a decrease in Brokerage, exchange, clearance fees and payments for order flow, net.

Brokerage, exchange, clearance fees and payments for order flow, net. Brokerage exchange, clearance fees and payments for order flow, net, decreasedincreased $83.1$56.9 million, or 37.4%,28.2%, to $138.8$259.0 million for the three months ended MarchJune 31,30, 2026, compared to $221.9$202.1 million for the three months ended MarchJune 31,30, 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$8.3 million, or 11.9%,13.5%, to $66.9$69.7 million for the three months ended MarchJune 31,30, 2026, compared to $59.8$61.4 million for the three months ended MarchJune 31,30, 2025. This increase was primarily due to increased spending on markethardware dataand software and communication networks maintained by our joint venture.

Employee compensation and payroll taxes. Employee compensation and payroll taxes increased $89.0$80.5 million, or 74.5%,59.1%, to $208.4$216.7 million for the three months ended MarchJune 31,30, 2026, compared to $119.4$136.2 million for the three months ended MarchJune 31,30, 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$14.2 million and $11.4$9.9 million for the three months ended MarchJune 31,30, 2026, and 2025, respectively.

Interest and dividends expense. Interest and dividends expense increased $46.6$40.1 million, or 35.5%,24.3%, to $177.9$205.3 million for the three months ended MarchJune 31,30, 2026, compared to $131.3$165.2 million for the three months ended MarchJune 31,30, 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. As indicated above, rather than analyzing interest and dividends expense in isolation, we evaluate it in the broader context of our Adjusted Net Trading Income.

Operations and administrative. Operations and administrative expense increased $7.0$3.5 million, or 31.7%,13.5%, to $29.1$29.4 million for the three months ended MarchJune 31,30, 2026, compared to $22.1$25.9 million for the three months ended MarchJune 31,30, 2025. The increase was driven primarily by increases in professional expense and recruitingoccupancy expense.

Depreciation and amortization. Depreciation and amortization increased $0.5$2.8 million, or 3.1%,17.9%, to $16.4$18.4 million for the three months ended MarchJune 31,30, 2026, compared to $15.9$15.6 million for the three months ended MarchJune 31,30, 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 MarchJune 31,30, 2026 and the three months ended MarchJune 31,30, 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 wasincreased insignificant$0.8 million to $0.8 million for the three months ended MarchJune 31,30, 20262026, andcompared Marchto 31,an insignificant amount for the three months ended June 30, 2025. TheseThe expenses,increase when incurred, arewas related to the impairment of lease right-of-use assets, leasehold improvements, and fixed assets for certain abandoned or vacated office space. There were no significant lease terminations in either period.

Debt issue cost related to debt refinancing, prepayment and commitment fees. Expense from debt issue cost related to debt refinancing, prepayment and commitment fees remaineddecreased consistent$0.2 atmillion, 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 MarchJune 31, 2026 and March 31,30, 2025. The currentdecrease periodwas 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”, offsetdriven 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 MarchJune 31,30, 2026 and MarchJune 31,30, 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$2.2 million, or 16.4%,6.7%, to $34.8 million for the three months ended MarchJune 31,30, 2026, compared to $29.9$32.6 million for the three months ended MarchJune 31,30, 2025.The2025. 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..

We incur corporate tax at the U.S. federal income tax rate on our taxable income, as adjusted for noncontrolling interest in Virtu Financial. Our income tax expense reflects such U.S. federal income tax as well as taxes payable by certain of our non-U.S. subsidiaries. Our provision for income taxes and effective tax rates were $63.0$57.6 million and 15.4%16.8% for the three months ended MarchJune 31,30, 2026, compared to $34.1$54.0 million and 15.2%15.6% for the three months ended MarchJune 31,30, 2025.