UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

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Virtu Financial, Inc.

(Name of Registrant as Specified In Its Charter)

 

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Notice of Annual Meeting of Stockholders

Notice is hereby given that the 2026 annual meeting of stockholders (the “Annual Meeting”) of Virtu Financial, Inc., a Delaware corporation (the “Company”, “Virtu” or “we”), will be held on Wednesday, June 10, 2026, at 9:00 a.m. (Eastern Time). The Annual Meeting will be held in a virtual meeting format only. You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/VIRT2026. You will need to have your 16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting.

We are holding the meeting for the following purposes:

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To elect three directors to our board of directors, each to serve as a Class II director for a term of three years expiring at the annual meeting of stockholders to be held in 2029 and until such director’s successor has been duly elected and qualified;

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To approve, on an advisory basis, the compensation of our named executive officers (“NEOs”) as disclosed in the accompanying proxy statement;

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To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

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To transact any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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We are making this proxy statement available to our stockholders on or about April 29, 2026. Only stockholders of record as of the close of business on April 16, 2026 (the “Record Date”) will be entitled to attend or vote at the Annual Meeting or any adjournment or postponement thereof.

To make it easy to vote, Internet and telephone voting are available. The instructions for voting are on the proxy card.

If you hold your shares through a bank, broker or other holder of record, please follow the voting instructions you received from the holder of record.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote your shares as soon as possible. Please mark, sign, date and return the accompanying proxy card or voting instruction form in the postage paid envelope or instruct us by telephone or via the Internet as to how you would like your shares voted. Instructions are included on the proxy card and voting instruction form.

By Order of the Board of Directors

/s/ Michael T. Viola

Michael T. Viola
Chairman

New York, New York
April 29, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 10, 2026: Virtu’s Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are also available at https://materials.proxyvote.com/.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS: This Proxy Statement may contain “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which may relate to the Company’s future prospects or performance, governance, risk management practices, and executive compensation practices, among other topics. Statements regarding Virtu’s business that are not historical facts are forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, and if the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. Forward-looking statements are based on information available at the time and/or management’s good-faith belief with respect to future events, and are subject to risks and uncertainties, some or all of which are not predictable or within Virtu’s control, that could cause actual performance or results to differ materially from those expressed in the statements. For a discussion of the risks and uncertainties which could cause actual results to differ from those contained in forward-looking statements, please see Virtu’s Securities and Exchange Commission (“SEC”) filings, including but not limited to the information contained under the heading “Risk Factors” in Virtu’s Annual Report on Form 10-K, Virtu’s Quarterly Reports on Form 10-Q and Virtu’s Current Reports on Form 8-K filed with the SEC.

Table of Contents

Proxy Statement Summary

Virtu Financial, Inc.
1633 Broadway
New York, New York 10019

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. For more complete information regarding the Company’s 2025 fiscal year performance, please review the Company’s 2025 Annual Report on Form 10-K (the “2025 Annual Report”). This proxy statement also includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

Voting Matters

How to Vote

You may vote using any of the following methods:

Proxy Statement Summary

Directors and Executive Officers

The following table sets forth certain information about our directors and executive officers as of the date of this proxy statement.

 Member     Committee Chair     Audit Committee Financial Expert

Proxy Statement Summary

Board Composition

Board Skills and Experience

Proxy Statement Summary

Governance Highlights

Proposal 1: Election of Directors

At the Annual Meeting, stockholders will vote to elect the three nominees named in this proxy statement as Class II directors. Each of the Class II directors elected at the Annual Meeting will hold office until the 2029 annual meeting of stockholders and until his or her successor has been duly elected and qualified. Our board of directors has nominated Aaron Simons, Joseph J. Grano, Jr., and Joanne M. Minieri to serve as Class II directors for terms expiring at the 2029 annual meeting of stockholders and until each of their successors has been duly elected and qualified. The persons named as proxies will vote to elect Messrs. Simons, Grano, Jr., and Ms. Minieri, unless a stockholder indicates that his or her shares should be withheld with respect to one or more of such nominees.

In the event that any nominee for Class II director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current board of directors to fill the vacancy. All the nominees are currently serving as directors, and we do not expect that the nominees will be unavailable or will decline to serve.

Vote Required

For the election of directors, each director must be elected by a plurality of the votes cast. This means that the three nominees receiving the largest number of “FOR” votes will be elected as directors. Abstentions and broker non-votes have no effect on this proposal.

Proposal 1: Election of Directors

On July 30, 2025, the Company announced that the Company’s then-current Chief Technology Officer, Aaron Simons, had been appointed CEO by the Company’s Board of Directors (the “Board”), and elected to the Board, effective on August 1, 2025. Mr. Simons succeeded the Company’s prior CEO, Douglas A. Cifu, as of August 1, 2025. Mr. Cifu remained with the Company as a consultant until December 31, 2025.

Directors

Set forth below is a brief biography of each of our directors.

Class I Directors

The term of the following three Class I directors will expire at the 2028 Annual Meeting.

Proposal 1: Election of Directors

Class II Directors

The term of the following three Class II directors will expire at the Annual Meeting. Messrs. Simons and Grano, Jr. and Ms. Minieri, are the only nominees for election at the Annual Meeting, for a term that will expire at the 2029 annual meeting of stockholders and until each of their successors has been duly elected and qualified.

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Class III Directors

The term of the following four Class III directors will expire at the 2027 Annual Meeting.

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Executive Officers

Set forth below is a brief biography of each of our executive officers.

Proposal 1: Election of Directors

Corporate Governance

Board Composition

Our board of directors consists of 10 directors. In accordance with our amended and restated certificate of incorporation and bylaws, the number of directors on our board of directors will be determined from time to time by the board of directors but shall neither be fewer than three persons nor more than 20 persons.

Each director is to hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Vacancies and newly created directorships on the board of directors may be filled at any time by the remaining directors. In addition, at any point prior to the occurrence of the time at which TJMT Holdings LLC (the “Founder Member”), an affiliate of Mr. Vincent Viola, our founder and Chairman Emeritus, or any of its affiliates or permitted transferees, no longer beneficially own shares representing 25% of our issued and outstanding common stock (the “Triggering Event”), vacancies on the board of directors may also be filled by the affirmative vote of a majority of our outstanding shares of common stock.

Until the Triggering Event occurs, any director may be removed with or without cause by the affirmative vote of a majority of our outstanding shares of common stock. Thereafter, directors may be removed only for cause by the affirmative vote of at least 75% of our outstanding shares of common stock. At any meeting of the board of directors, except as otherwise required by law, a majority of the total number of directors then in office will constitute a quorum for all purposes.

Our amended and restated certificate of incorporation provides that the board of directors is divided into three classes of directors, with staggered three-year terms, with the classes to be as nearly equal in number as possible. As a result, approximately one third of the board of directors will be elected each year.

Controlled Company Status

The Founder Member currently controls more than 50% of our combined voting power, and as a result, we are considered a “controlled company” for the purposes of NYSE rules and corporate governance standards. As a “controlled company,” we are permitted and may from time to time elect (and in certain cases have elected) not to comply with certain NYSE 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 Compensation and Nominating and Corporate Governance Committees each composed entirely of independent directors, or otherwise ensure that the compensation of our executive officers and nominees for directors is determined or recommended to the board of directors by the independent members of the board of directors. Notwithstanding the foregoing, our board of directors has determined that a majority of current directors are “independent directors” and that all members of the board’s Compensation Committee are independent directors as further detailed below under “Director Independence.”

Director Independence

Our board of directors has determined that Mmes. Gambale and Minieri, and Messrs. Cruger, Grano, Nixon, Quick and Urban are each “independent directors,” as such term is defined by the applicable rules and regulations of NYSE.

Family Relationships of Directors and Executive Officers

Other than our Chairman, Michael T. Viola, who is the son of Vincent Viola, our Founder and Chairman Emeritus, none of the current directors or officers, or nominees for director, is related to any other officer or director of the Company or to any nominee for director.

Corporate Governance

Board of Directors Leadership Structure

We currently separate the roles of chairman of the board of directors and CEO. Mr. Michael T. Viola serves as Chairman of our board of directors. This structure enables the board of directors to effectively exercise its role in oversight of Virtu and its corporate governance while allowing our CEO to focus on the management of the day-to-day conduct of our business. The board of directors may review and change its leadership structure in the future.

Corporate Governance Guidelines

Our board of directors has adopted Corporate Governance Guidelines to assist in the exercise of its responsibilities. Our Corporate Governance Guidelines are available on our corporate website at ir.virtu.com/corporate-governance/​default.aspx.

Board of Directors Role in Risk Oversight

It is the duty of our board of directors to serve as a prudent fiduciary for stockholders and to oversee the management of our Company.

Our Audit Committee, under powers delegated to it by our board of directors, is responsible for discussing with management the major financial, legal, compliance and other significant risks of the Company. Our Audit Committee works directly with members of senior management and our internal audit team to review and assess (i) the adequacy of the Company’s internal controls, including significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data, and management’s response and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. In addition, the Audit Committee meets as appropriate (i) as a committee to discuss our risk management policies and exposures and (ii) with our independent auditors to review our internal control environment and potential significant risk exposures.

Our Risk Committee, under powers delegated to it by our board of directors, is responsible for overseeing areas of risk that are not the primary responsibility of another committee of our board of directors or retained for oversight of the full board of directors, including (i) cybersecurity, information security and information technology risk, (ii) trading, capital, and liquidity risk, and (iii) enterprise risk.

Our Compensation Committee is responsible for overseeing and managing risks relating to our executive compensation programs and employee benefit plans. In fulfilling its duties, the Compensation Committee reviews at least annually our executive compensation programs, meets regularly with management to understand the financial, human resources and stockholder implications of compensation decisions, and reports as appropriate to our board of directors.

The Nominating and Corporate Governance Committee is responsible for overseeing the management of risks relating to our corporate governance structure and director selection process.

Our board of directors as a whole also engages in the oversight of risk in various ways. It sets goals and standards for our employees, officers, and directors. During the course of each year, our board of directors reviews the structure and operation of our various departments and functions. In these reviews, our board of directors discusses with management material risks affecting those departments and functions and management’s approach to mitigating those risks. Our board of directors also reviews and approves management’s operating plans and any potential risks that could affect the results of those operating plans. In its review and approval of Annual Reports on Form 10-K (including any amendments thereto), our board of directors reviews our business and related risks, including as described in the “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the reports. The Audit Committee reviews these risks quarterly in connection with the preparation of Quarterly Reports on Form 10-Q.

When our board of directors reviews particular transactions and initiatives that require its approval, or that otherwise merit its involvement, it generally includes related analysis and risk mitigation plans among the matters addressed with senior management. The day-to-day identification and management of risk is the responsibility of our management. As the market environment, industry practices, regulatory requirements and our business evolve, we expect that senior management, and our board of directors will respond with appropriate risk mitigation strategies and oversight.

Corporate Governance

Board and Committee Meetings; Annual Meeting Attendance

During the year ended December 31, 2025:

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the board of directors held five meetings;

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the Audit Committee held seven meetings;

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the Risk Committee held four meetings;

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the Nominating and Corporate Governance Committee held four meetings; and

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the Compensation Committee held three meetings.

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According to our Corporate Governance Guidelines, our directors are expected to attend the annual meeting of stockholders, meetings of the board of directors and meetings of committees on which they serve and to spend the time needed, and meet as frequently as necessary, to properly discharge their responsibilities. In the year ended December 31, 2025, no member of our board of directors attended fewer than 75% of the aggregate of: (i) the total number of meetings of the board of directors (held during the period for which he or she has been a director) and (ii) the number of meetings held by all committees of the board of directors (during the periods that he or she served on such committees). Three of our directors attended our 2025 annual meeting of stockholders. Directors are expected to review meeting materials prior to board of director and committee meetings and, when possible, should communicate in advance of meetings any questions or concerns that they wish to discuss so that management will be prepared to address the same. Each director’s attendance at, and preparation for, board of director meetings and meetings of committees on which they serve shall be considered by the Nominating and Corporate Governance Committee when recommending director nominees.

Board Committees

Our board of directors has four standing committees: the Audit Committee, the Risk Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Under the rules of NYSE, the membership of the Audit Committee is required to consist entirely of independent directors. As a controlled company (see “Controlled Company Status” on page 13 of this proxy statement), we are not required to have fully independent Compensation and Nominating and Corporate Governance Committees, although our Compensation Committee is fully independent. The following is a brief description of our committees.

Corporate Governance

Corporate Governance

Corporate Governance

Corporate Governance

Policy Regarding Director Nominations

Our Nominating and Corporate Governance Committee utilizes a broad approach for identification of director nominees and may seek recommendations from our directors, officers or stockholders and/or engage a search firm. In evaluating and determining whether to ultimately recommend a person as a candidate for election as a director, the Nominating and Corporate Governance Committee evaluates all factors that it deems appropriate, including the number of current directors, as well as the qualifications set forth in our Corporate Governance Guidelines, including the highest personal and professional ethics, integrity, high performance standards and history of achievements, and ability to provide wise and thoughtful counsel on a broad range of issues. It also considers specific characteristics and expertise that it believes will enhance the diversity of knowledge, expertise, background and personal characteristics of our board of directors, which assessment is aided by a Board skills and experience matrix which is maintained by the Committee and disclosed above on page 3. Specifically, the Nominating and Corporate Governance Committee charter provides that, in performing its responsibilities for identifying, recruiting and recommending candidates to the board of directors, the Nominating and Corporate Governance Committee shall actively seek to include in each candidate search qualified candidates who reflect diverse skill sets and backgrounds.

The Nominating and Corporate Governance Committee may engage a third party to conduct or assist with this evaluation. Ultimately, the Nominating and Corporate Governance Committee seeks to recommend to the board of directors those nominees whose specific qualities, experience and expertise will augment the current board of directors’ composition and whose past experience evidences that they will: (1) dedicate sufficient time, energy and attention to ensure the diligent performance of board duties; (2) comply with the duties and responsibilities set forth in our Corporate Governance Guidelines and in our bylaws; (3) comply with all duties of care, loyalty and confidentiality applicable to them as directors of publicly traded corporations organized in Delaware; and (4) adhere to our code of conduct and ethics.

In its discretion, the Nominating and Corporate Governance Committee will also consider recommendations of qualified nominees by stockholders by evaluating the same factors as described above.

Corporate Governance

In addition to the board of directors’ process described above, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must meet certain deadlines established by our bylaws and provide certain information required by our bylaws. For a description of the process for nominating directors in accordance with our bylaws, see “Additional Information” on page 66 of this proxy statement.

Communication with the Board of Directors

Any stockholder or other interested parties who would like to communicate with our board of directors, the independent directors as a group or any specific member or members of our board of directors should send such communications to the attention of our Secretary at Virtu Financial, Inc., 1633 Broadway, New York, New York 10019. Communications should contain instructions on which member or members of the board of directors the communication is intended for, if applicable. In general, such communication will be forwarded to the intended recipients. However, the Secretary may, in his discretion, decline to forward any communications that are abusive, threatening or otherwise inappropriate.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2025, no member of the Compensation Committee was one of our officers or employees. None of our executive officers serves on the Compensation Committee or board of directors of any other company of which any of the members of our Compensation Committee or any of our directors is an executive officer.

Code of Conduct and Ethics

We have adopted a code of conduct and ethics applicable to our employees, officers and directors. A copy of that code is available on our corporate website at ir.virtu.com/corporate-governance/default.aspx. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

Insider Trading Policy

We have adopted insider trading policies and procedures applicable to our directors, officers and employees, and their respective related persons, and have implemented processes (including a pre-clearance process) that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, including applicable NYSE listing standards. Our policy prohibits engaging in transactions in securities of Virtu while in possession of material nonpublic information about Virtu. Our policy also prohibits our employees from disclosing material, nonpublic information of Virtu to others who may trade on the basis of that information. Our policy requires that covered persons only transact in securities of Virtu during an open window period, subject to limited exceptions. The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy, a copy of which can be found as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Option Grant Policy

Corporate Governance

Proposal 2: Advisory Vote to Approve Compensation of Named Executive Officers

In accordance with the requirements of Section 14A of the Exchange Act and Exchange Act Rule 14a-21(a), we are including in this proxy statement a separate resolution to approve, in a non-binding, stockholder advisory vote, the compensation paid to our NEOs as disclosed in “Executive Compensation” below (the “say-on-pay vote”).

While the results of the say-on-pay vote are non-binding and advisory in nature, our board of directors and Compensation Committee intend to consider the results of this vote in making future compensation decisions.

Our board of directors currently intends to conduct advisory votes on executive compensation every year. As a result, our next advisory say-on-pay vote will take place at our annual meeting of stockholders next year.

The language of the resolution is as follows:

“RESOLVED, that the compensation paid to the Company’s NEOs for the fiscal year ended December 31, 2025, as discussed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the summary compensation table and the related compensation tables and narrative in this proxy statement, is hereby APPROVED, on an advisory basis.”

In considering their vote, stockholders are encouraged to read the compensation discussion and analysis, the accompanying compensation tables, and the related narrative disclosure included in this proxy statement.

Vote Required

The affirmative vote of the holders of a majority of the voting power of the shares represented at the Annual Meeting in person or by proxy is required to approve, on an advisory basis, the compensation of our NEOs. Broker non-votes have no effect on the proposal, and abstentions have the same effect as a vote “against” the proposal.

Executive Compensation

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the disclosures contained in the following “Compensation Discussion and Analysis.” Based on this review and discussion, the Compensation Committee recommended to the board of directors that the section entitled “Compensation Discussion and Analysis” be included in this proxy statement for the Annual Meeting and incorporated by reference into the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025.

COMPENSATION COMMITTEE

Christopher C. Quick
Joseph J. Grano, Jr.
David Urban

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis discusses our executive compensation programs for our NEOs in respect of our fiscal year ended December 31, 2025, which we refer to herein as “fiscal year 2025,” and includes a discussion of our compensation objectives and philosophy and the material elements of compensation earned by, awarded, or paid, to our NEOs in fiscal year 2025. This section also describes processes we use in reaching compensation decisions and is intended to amplify and provide context for understanding the amounts in the tabular disclosure that follows. In addition, we highlight certain attributes of our program, provide a summary of certain key compensation decisions during fiscal year 2025 and describe our intended compensation approach.

Our NEOs for fiscal year 2025 were as follows:

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Mr. Simons was promoted and appointed CEO effective August 1, 2025.

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Mr. Cifu retired from his role as CEO and transitioned into a consultant role effective August 1, 2025 and served in this capacity until December 31, 2025.

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Compensation Program Objectives

Our primary objective with respect to executive compensation is to provide competitive compensation and benefits to attract, retain, motivate and reward the highest quality executive officers. Accordingly, we attempt to ensure that compensation provided to executive officers remains competitive relative to the compensation paid to similarly situated executives in our industry. A further objective of our compensation program is to provide variable pay opportunities through cash bonuses and restricted stock awards that reward our officers based on achievement of both individual and Company financial results. In addition, we aim to establish compensation plans that align the performance of our executive officers with the Company’s objectives and the creation of long-term stockholder value, such as the reward of equity compensation which ties a portion of our executive compensation to the performance of our common stock. We believe an appropriate mix of an executive officer’s pay should be variable and performance based in order to promote achievement of our short- and long-term strategic objectives.

Executive Compensation

The overall level of total compensation for our NEOs is intended to be reasonable in relation to, and competitive with, the compensation paid to executives in the industries in which we compete for talent, subject to variation for factors such as the individual’s experience, performance, duties and scope of responsibilities, prior contributions and future potential contributions to our business. Our compensation plans are designed to align with business strategies, considering external market conditions and internal equity issues. With these principles in mind, we structure our compensation program as competitive total pay packages that we believe enable us to attract, retain and motivate executives with the skill and knowledge that we require, and to ensure the stability of our management team, which is vital to the success of our business.

Key features of our compensation policies and practices that aim to drive performance and align our NEOs with stockholder interests are highlighted below:

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Pay for performance. A portion of the compensation program for NEOs is designed to encourage our executives to remain focused on both our short- and long-term operational success and to reward outstanding individual performance.

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Align incentives with stockholders. Our executive compensation program is designed to focus our NEOs on our key strategic, financial and operational goals that will translate into long-term value creation for our stockholders.

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Limited perquisites. We provide limited, reasonable perquisites that we believe are consistent with our overall compensation philosophy.

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No IRC Section 280G or 409A tax gross ups. We do not provide tax gross ups under our change in control provisions or deferred compensation programs.

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The Process of Setting Executive Compensation

The Compensation Committee participates in an annual evaluation of the performance of our CEO and subsequently determines and approves the CEO’s compensation level based on this evaluation. In determining the long-term incentive component of CEO compensation, the Compensation Committee will also consider, among such other factors, the Company’s performance, stockholder returns, the value of similar incentive awards to CEOs at comparable companies and the awards given to the CEO in past years. Our CEO reviews each NEO’s compensation package, other than his own, annually in light of the performance of each NEO. The conclusions reached and recommendations made based on these reviews, including those with respect to salary adjustments and annual award amounts, are then presented to the Compensation Committee and/or our board of directors for review and approval.

Specifically, the Compensation Committee determines and approves the compensation packages of the CEO and approves the compensation packages of each other NEO, giving significant deference to the views and recommendations of the CEO.

Executive Compensation

Elements of Compensation for 2025 and Why We Chose to Pay Each Element

The primary elements of our executive compensation program are base salary, annual cash bonuses, equity-based compensation and certain employee benefits and perquisites. Brief descriptions of each principal element of our executive compensation program are summarized in the following table and described in more detail below.

Consistent with and in promotion of the compensation program objectives detailed above, a significant percentage of total compensation is allocated to performance incentives in order to motivate the NEOs to achieve the business goals set by the Company and reward the officers for achieving such goals. There is no pre-established policy or target for allocating compensation between short- or long-term compensation, between cash and non-cash compensation, among different forms of non-cash compensation, or among NEOs, though historically variable bonus compensation to executive officers has been paid in range of 50% cash and 50% equity compensation. Rather, we look at an NEO’s goals and responsibilities to determine the appropriate level and mix of incentive compensation.

Base Salary.   We provide our NEOs with a base salary to compensate them for services rendered during the fiscal year. This process also enables us to attract and retain an appropriate caliber of talent for the position and to provide a base level of monthly income that is not subject to any performance risk. We conduct a review of base salaries annually, and during such review we generally consider each NEO’s past performance, the scope of the role and responsibilities of the NEO within the Company and the performance of the Company as a whole. We also review the NEO’s compensation relative to that of our other executive officers and to the market for executive officers of similar expertise and experience. The base salaries for Messrs. Cifu, Cavoli, Fairclough, and Molluso were not increased during fiscal year 2025. The base salary for Mr. Simons was increased to $1,200,000 in connection with his promotion and appointment to CEO.

Variable Incentive Compensation.   We award variable incentive compensation to reward performance achievements with a time horizon of one year or less. We provide this opportunity to attract and retain an appropriate caliber of talent for the position and to motivate executives to achieve our annual business goals. We review variable incentive compensation awards annually to determine award payments for the last completed fiscal year, as well as to establish award opportunities for the current fiscal year.

To determine the actual amount of variable incentive compensation for each NEO, the Compensation Committee reviews quantitative and qualitative criteria. With respect to both types of criteria, attainment of any specific level of performance or specific qualitative goal does not determine the amount of the bonus, except as discussed below regarding Messrs. Simons’, Molluso’s, Fairclough’s and Cavoli’s annual bonus. Other than as set forth below with respect to Messrs. Simons’, Molluso’s Fairclough’s and Cavoli’s annual bonus, no pre-determined single performance metric is disproportionately weighted in making the determination of an NEO’s variable incentive compensation

Executive Compensation

payout, which provides discretion to our Compensation Committee to adjust the actual amount paid in respect of variable incentive compensation to reward financial performance and individual performance in the context of our growing and dynamic business.

The amount of the variable incentive compensation award can be paid in a mixture of cash and/or equity. For each of Messrs. Simons, Molluso, Fairclough, Cavoli and Ms. Lee, 50% of 2025 variable incentive compensation was paid in cash and 50% was paid in equity-based compensation, with 30% paid in the form of restricted stock units that vest ratably over a three-year period and 20% paid in fully vested common stock, subject to any voluntary deferrals (see “Employee Benefits and Perquisites” on page 28 of this proxy statement). We use awards of fully vested common stock and restricted stock units as a long-term incentive vehicle because it aligns the interests of executives with those of stockholders, supports a pay for performance culture, fosters employee stock ownership, and focuses the management team on increasing value for the stockholders and on the Company’s long-term performance. For Mr. Cifu, in accordance with the terms of his separation agreement, 70% of 2025 variable incentive compensation was paid in cash and 30% was paid as a deferred cash award that pays one-third per year over three years from the date that 2025 variable incentive compensation was paid to the NEOs.

In fiscal year 2025, in accordance with the terms of his employment agreement, Mr. Simons was eligible to earn an annual bonus with a target bonus opportunity equal to $2,420,000 and a maximum bonus opportunity equal to $4,261,000, based on the elapsed portion of the year during which he served as the Company’s CTO and the portion of the year during which he served as the Company’s CEO. 50% of the annual bonus was based on the achievement of select quantitative goals as determined by the board of directors and the Compensation Committee and 50% of the annual bonus was based on the achievement of qualitative goals and metrics, including debt and capital structure management, select strategic initiatives, technology integration goals and people, recruiting and talent-related measures. For fiscal year 2025, the threshold to earn the target performance-based portion of the annual bonus was achievement of budgeted daily adjusted net trading income (“ANTI”), cumulative ANTI, adjusted EBITDA and cumulative EBITDA with a multi-year lookback. These target amounts were established based on the market environment during the year as measured by total market volumes, implied and realized volatility and certain other market and opportunity metrics. Based on the actual market environment applicable to the Company’s businesses, target daily ANTI was approximately $8.36 million and target adjusted EBITDA was approximately $1,351 million. As a result of the Company’s actual performance of $8.63 million of daily ANTI and $1,398 million of adjusted EBITDA, Mr. Simons earned 100% (i.e., $2,130,500) of the maximum performance-based portion of his annual bonus. Additionally, based on the achievement of the aforementioned qualitative goals, the Compensation Committee determined that Mr. Simons earned 100% (i.e., $2,130,500) of the maximum qualitative portion of his annual bonus.

In fiscal year 2025, in accordance with the terms of his employment agreement and separation agreement, Mr. Cifu was eligible to earn an annual bonus with a target bonus opportunity equal to $3,000,000 and a maximum bonus opportunity equal to $6,000,000. 50% of the annual bonus was based on the achievement of select quantitative goals as determined by the board of directors and the Compensation Committee and 50% of the annual bonus was based on the achievement of qualitative goals and metrics, including debt and capital structure management, select strategic initiatives, technology integration goals and people, recruiting and talent-related measures. For fiscal year 2025, the threshold to earn the target performance-based portion of the annual bonus was achievement of budgeted daily ANTI, cumulative ANTI, adjusted EBITDA and cumulative EBITDA with a multi-year lookback. These target amounts were established based on the market environment during the year as measured by total market volumes, implied and realized volatility and certain other market and opportunity metrics. Based on the actual market environment applicable to the Company’s businesses, target daily ANTI was approximately $8.36 million and target adjusted EBITDA was approximately $1,351 million. As a result of the Company’s actual performance of $8.63 million of daily ANTI and $1,398 million of adjusted EBITDA, Mr. Cifu earned 100% (i.e., $3,000,000) of the maximum performance-based portion of his annual bonus. Additionally, based on the achievement of the aforementioned qualitative goals, the Compensation Committee determined that Mr. Cifu earned 100% (i.e., $3,000,000) of the maximum qualitative portion of his annual bonus.

The amounts paid to Messrs. Molluso, Fairclough and Cavoli were also determined in accordance with the terms of their respective employment agreements, which provide for a target bonus opportunity equal to $2,000,000 and a maximum bonus opportunity equal to $3,000,000. 50% of the annual bonus was based on the achievement of select quantitative goals based on the Company’s ANTI and adjusted EBITDA as compared to budgeted amounts in fiscal year 2025 and 50% of the annual bonus was based on the achievement of qualitative goals and metrics

Executive Compensation

determined with the CEO. For fiscal year 2025, the threshold to earn the target performance-based portion of the annual bonus was achievement of budgeted ANTI, cumulative ANTI, adjusted EBITDA and cumulative EBITDA with a multi-year lookback. These target amounts were established based on the market environment during the year as measured by total market volumes, implied and realized volatility and certain other market and opportunity metrics. Based on the actual market environment applicable to the Company’s businesses, target daily ANTI was approximately $8.36 million and target adjusted EBITDA was approximately $1,351 million. As a result of the Company’s actual performance of $8.63 million of daily ANTI and $1,398 million of adjusted EBITDA, each of Messrs. Molluso, Fairclough and Cavoli earned 100% (i.e., $1,500,000) of the maximum performance-based portion of his annual bonus, and the CEO together with the Compensation Committee, determined that each executive earned 100% (i.e., $1,500,000) of the maximum qualitative portion of his annual bonus.

Ms. Lee’s variable incentive compensation was determined by the CEO and the Compensation Committee based on the Company’s financial performance as well as various other objectives and metrics. Accordingly, for fiscal year 2025, the amount of variable incentive compensation form of payments to our NEOs is described in the table below:

Annual Equity Awards

CEO Equity Awards

In fiscal year 2025, in accordance with the terms of his employment agreement, Mr. Simons received a grant of 106,250 restricted stock units that are earned based on the percentage of budgeted adjusted EBITDA achieved in fiscal year 2025: 100% of the shares are earned if 65% of budgeted adjusted EBITDA is achieved and the Compensation Committee has discretion to determine the percentage of shares earned if less than 65% of budgeted adjusted EBITDA is achieved. The amount of restricted stock units granted was based on the elapsed portion of the year during which he served as the Company’s CTO and the portion of the year during which he served as the Company’s CEO. For fiscal year 2025, our budgeted adjusted EBITDA target was determined based on the market environment during the year. Based on the actual market environment applicable to the Company’s businesses, target adjusted EBITDA was $1,351 million, and we achieved approximately 103% of target. Accordingly, all of the restricted stock units granted to Mr. Simons in fiscal year 2025 were earned, with half of the shares vesting as of January 31, 2026 and the remainder to vest as of January 31, 2027.

In fiscal year 2025, in accordance with the terms of his employment agreement, Mr. Cifu received a grant of 150,000 restricted stock units that are earned based on the percentage of budgeted adjusted EBITDA achieved in fiscal year 2025: 100% of the shares are earned if 65% of budgeted adjusted EBITDA is achieved and the Compensation Committee has discretion to determine the percentage of shares earned if less than 65% of budgeted adjusted EBITDA is achieved. For fiscal year 2025, our budgeted adjusted EBITDA target was determined based on the market environment during the year. Based on the actual market environment applicable to the Company’s businesses, target adjusted EBITDA was $1,351 million, and we achieved approximately 103% of target. Accordingly, all of the restricted stock units granted to Mr. Cifu in fiscal year 2025 were earned, with all of them vesting as of January 31, 2026 in accordance with the terms of his separation agreement.

Other Executive Equity Awards

In fiscal year 2025, in accordance with the terms of each of their employment agreements, Messrs. Cavoli, Fairclough and Molluso each received a grant of 75,000 restricted stock units that are earned based on the percentage of budgeted adjusted EBITDA achieved in fiscal year 2025: 100% of the shares are earned if 65% of budgeted adjusted EBITDA is achieved and the Compensation Committee has discretion to determine

Executive Compensation

the percentage of shares earned if less than 65% of budgeted adjusted EBITDA is achieved. For fiscal year 2025, our budgeted adjusted EBITDA target was determined based on the market environment during the year. Based on the actual market environment applicable to the Company’s businesses, target adjusted EBITDA was $1,351 million, and we achieved approximately 103% of such range. Accordingly, all of the restricted stock units granted to Messrs. Cavoli, Fairclough and Molluso in fiscal year 2025 were earned, with half of the shares vesting as of January 31, 2026, and the remainder to vest as of January 31, 2027. Additionally, in fiscal year 2025, Ms. Lee received a grant of 50,000 restricted stock units vesting over a four-year period.

The Compensation Committee believes these awards incentivize our executives to achieve key financial goals of the Company and align their long-term interests with those of our stockholders.

Employee Benefits and Perquisites

We provide a number of benefit plans to all eligible employees, including our NEOs. These benefits include medical, dental, life insurance, business travel accident insurance, short- and long-term disability coverage and a 401(k) defined contribution plan.

The Company sponsors the Virtu Financial, Inc. Deferred Compensation Plan (the “DCP”). The DCP permits eligible executive officers and other employees to defer cash or equity-based compensation, subject to certain limitations and restrictions. The Company recognized approximately $2.9 million as compensation cost under the DCP as of December 31, 2025.

In fiscal year 2025, none of our executive officers chose to defer compensation in the form of deferred stock units. Additional details regarding the DCP are set forth below on page 46.

While perquisites help to provide our NEOs a benefit with a high perceived value at a relatively low cost, we do not generally view perquisites as a material component of our executive compensation program. In the future, we may provide additional or different perquisites or other personal benefits in limited circumstances, such as where we believe doing so is appropriate to assist an executive in the performance of his or her duties, to make our NEOs more efficient and effective and for recruitment, motivation and/or retention purposes.

Severance Protection

We have previously entered into employment agreements with Messrs. Simons, Cifu, Molluso, Fairclough, and Cavoli that provide for certain severance payments and benefits in the event that such NEO’s employment is terminated under specified conditions. In addition, the vesting of a portion of each of these NEO’s equity award or awards accelerates in connection with qualifying terminations of employment. We believe that these severance benefits are appropriate to remain competitive in our executive retention efforts, recognizing that such benefits are commonly offered by employers competing for similar executive talent. See “Potential Payments upon Termination of Employment or Change in Control” for additional information.

Taxation of Executive Compensation

For income tax purposes, public companies may not deduct any portion of compensation that is in excess of $1 million paid in a taxable year to certain “covered employees,” including our NEOs, under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”), subject to certain limited exceptions (which may not be applicable to us).

Nevertheless, our board of directors believes that it should not be constrained by the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) if those requirements would impair flexibility in compensating our NEOs in a manner that can best promote our corporate objectives. We intend to continue to compensate our executive officers in a manner consistent with the best interests of our stockholders and reserve the right to award compensation that may not be deductible under Section 162(m) where the Company believes it is appropriate to do so.

Section 409A of the Code requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and other

Executive Compensation

service providers to accelerated income tax liabilities, penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees and other service providers, including our NEOs, so that they are either exempt from, or satisfy the requirements of, Section 409A.

Executive Compensation

SUMMARY COMPENSATION TABLE

The following table sets forth the cash and non-cash compensation paid by the Company during the years ended December 31, 2023, December 31, 2024, and December 31, 2025, to its NEOs.

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(1)

With respect to Mr. Simons, this amount represents the annual salary paid for the elapsed portion of the year during which he served as the Company’s CTO plus the salary paid for the elapsed portion of the year during which he served as the Company’s CEO. With respect to Mr. Cifu, this amount represents the annual salary paid for the elapsed portion of the year during which he served as the Company’s CEO.

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(2)

Each amount represents the cash component of the portion of each NEO’s annual bonus that was based on the achievement of qualitative goals. For Mr. Simons the cash component of the annual bonus was 50% for fiscal year 2025, for Messrs. Molluso, Fairclough and Cavoli and Ms. Lee, the cash component of the annual bonus was 50% for fiscal years 2025, 2024 and 2023, for Mr. Cifu this was also 50% for fiscal years 2024 and 2023. The remainder in each year was paid in the form of restricted stock units and fully vested shares of our Class A common stock, which are reflected in the “Stock Awards” column in the table above.

​

(3)

This amount represents the grant date fair value calculated in accordance with FASB ASC Topic 718 with respect to (i) the grant of restricted stock units, (ii) fully vested shares of our Class A common stock, and (iii) restricted shares. Assumptions used in calculating these amounts are described in Note 18, Note 19 and/or Note 20 of the Company’s audited financial statements for the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively, included in our Annual Report on Form 10-K for the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively. The grant of restricted stock units and fully vested shares of our Class A common stock relate to the settlement of Mr. Simons’ 2025 annual bonus, Messrs. Molluso, Fairclough and Cavoli 2025, 2024 and 2023 annual bonuses, Mr. Cifu’s 2024 and 2023 annual bonuses and Ms. Lee’s 2025 and 2024 annual bonuses; however, the awards were actually granted in fiscal years 2026, 2025 and 2024, respectively.

​

(4)

This amount represents the cash component of the portion of Mr. Simons’ annual bonuses that was based on achievement of performance goals, which was 50% for fiscal year 2025, Messrs. Molluso, Fairclough and Cavoli’s annual bonuses that was based on achievement of performance goals, which was 50% for fiscal years 2025, 2024 and 2023; and represents the cash component of the portion of Mr. Cifu’s annual bonuses based on achievement of performance goals, which was 50% for fiscal years 2024 and 2023. The remainder in each year was paid in the form of restricted stock units and fully vested shares of our Class A common stock, which are reflected in the “Stock Awards” column in the table above.

​

(5)

This amount represents a sign-on bonus paid to Mr. Simons in connection with his appointment as CEO on August 1, 2025. The amount was paid in an upfront lump sum in cash but vests over a three-year period.

​

(6)

This amount represents all amounts paid to Mr. Cifu pursuant to the terms of his separation agreement with the Company, which includes $9,100,000 in cash severance (including $6,000,000 in respect of his 2025 annual bonus), $6,306,000 in fully vested shares of our Class A common stock, $5,000,000 in post-separation consulting payments and $155,573 in accrued paid time off.

​

(7)

This amount represents the cost of providing transportation services to Mr. Cifu for fiscal years 2024 and 2023, including the purchase of a vehicle.

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(8)

This amount represents the amount of taxes paid by the Company on behalf of Mr. Fairclough in connection with his repatriation to the United States following his tenure in the Company’s Singapore offices from 2014 until 2019.

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(9)

This amount reflects relocation expenses incurred on Mr. Cavoli’s behalf.

​

(10)

This amount reflects the amount paid to Ms. Lee for fiscal year 2024 for both the portion of such year during which she served as the Company’s non-executive Deputy CFO and the portion during which she served as our CFO following our CFO transition in 2024.

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Executive Compensation

GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2025

The following table presents information with respect to each award made to our NEOs in 2025.

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(1)

For Messrs. Simons, Molluso, Fairclough, Cavoli and Cifu, this bonus, to the extent earned, is settled 50% in cash, 30% in restricted stock units that vest in three equal annual installments and 20% in fully vested common stock, subject to any deferrals (see “Employee Benefits and Perquisites” on page 28 of this proxy statement). For Ms. Lee, this bonus, to the extent earned, is fully discretionary.

​

(2)

This amount represents the grant date fair value calculated in accordance with FASB ASC Topic 718. Assumptions used in calculating these amounts are described in Note 18 of the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

​

(3)

In accordance with Mr. Cifu’s separation agreement, his 2025 annual equity award remained outstanding and fully vested on January 31, 2026 and his 2025 annual bonus was paid out 70% in cash and 30% as a deferred cash award as described above.

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Executive Compensation

Executive Compensation

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Relationship Between “Compensation Actually Paid” and Performance

The charts that follow depict the relationship of “compensation actually paid” ​(“CAP”) to our CEO and other NEOs to (i) the TSR of the Company and its peer group (as described in Footnote 6 above), (ii) the Company’s net income, and (iii) the Company’s annual Adjusted EBITDA:

Executive Compensation

Executive Compensation

Executive Compensation

Employment Agreements and Restrictive Covenant Agreements

CEO Employment Agreement with Mr. Simons

Subsequent to his appointment as our CEO on August 1, 2025, Mr. Simons and the Company’s subsidiary entered into a new amended and restated employment letter agreement on September 30, 2025 (the “Simons CEO Employment Agreement”) which amended and superseded the terms of Mr. Simons’ prior employment agreement dated December 1, 2022. Mr. Simons’ duties and responsibilities have been updated to reflect his previously announced appointment as the Company’s CEO as of August 1, 2025.

The Simons CEO Employment Agreement has an initial term ending on August 1, 2030, with automatic renewals for successive one-year terms thereafter unless either the Company or Mr. Simons provides notice of non-renewal

Executive Compensation

at least ninety days in advance of the expiration of the then-current term. However, if a change in control of the Company occurs at a time when there are less than two years remaining in the term, the term will automatically be extended so that the expiration date is two years from the effective date of the change in control.

Under the Simons CEO Employment Agreement, Mr. Simons’ base salary is $1,200,000 effective as of his appointment date, and Mr. Simons is eligible to earn an annual bonus with a target bonus opportunity equal to $3,000,000 (increased from $2,000,000) and a maximum bonus opportunity equal to 200% of the target bonus opportunity. Fifty percent (50%) of the annual bonus will be based on the achievement of quantitative targets comprised of specific components of the Company’s annual budget and 50% of the annual bonus will be based on the achievement of qualitative goals. To the extent earned, 50% of the annual bonus will be paid in cash, 30% of the annual bonus will be paid in the form of RSUs of Class A common stock of the Company (“Stock”) that vest in three equal annual installments and the remaining 20% will be paid in the form of fully-vested Stock or fully vested deferred share units (“DSUs”) in respect of Stock (in each case, in accordance with any applicable timely deferral election). Mr. Simons’ annual bonus for the 2025 fiscal year, if any, shall be determined on a weighted average basis, based on the elapsed time that Mr. Simons served as our Chief Technology Officer in proportion to the elapsed time that Mr. Simons serves as our CEO during the 2025 fiscal year.

The Simons CEO Employment Agreement provides that Mr. Simons will be eligible to receive an equity award at the beginning of each calendar year during the term (each such award to any executive, an “Annual Equity Award”). It is our Board’s current intention that the Annual Equity Award will be in the form of 150,000 restricted shares or RSUs in respect of Stock that are subject to performance and service conditions. The number of shares earned under each Annual Equity Award will be based on the percentage of budgeted EBITDA achieved in the applicable calendar year, with 100% of shares earned upon at least 65% achievement. In the event of achievement below 65%, the Compensation Committee of the Board will determine the number of earned shares, if any, in its sole discretion. To the extent any shares of Stock are earned with respect to an applicable Annual Equity Award, 50% of such shares will vest on the 31st day of January following the calendar year to which such award relates and the remaining 50% will vest on the anniversary of such date in the subsequent calendar year, subject to Mr. Simons’ continued employment through each applicable vesting date. Mr. Simons’ Annual Equity Award for the 2025 fiscal year was issued on a weighted average basis, based on the elapsed time that Mr. Simons served as our Chief Technology Officer in proportion to the elapsed time that Mr. Simons serves as our CEO during the 2025 fiscal year, and giving effect to an annual equity award previously granted to Mr. Simons under the terms of his prior employment agreement in the amount of 75,000 restricted shares in February 2025.

The Simons CEO Employment Agreement also provides that Mr. Simons received a sign-on bonus (the “Sign-on Bonus”) in the amount of $7,500,000 which was paid within 10 days of his execution of the Simons CEO Employment Agreement, subject to a three-year monthly vesting schedule such that in the event of a voluntary resignation by Mr. Simons without good reason, a pro-rated amount of the Sign-on Bonus shall be repayable to the Company based on the number of months not yet elapsed during the three-year period. In the event Mr. Simons’ employment is terminated by the Company for cause, the entire amount of the Sign-on Bonus shall be repayable.

The Simons CEO Employment Agreement further provides that Mr. Simons is entitled to participate in all of the Company’s benefit plans and programs, and to receive perquisites, commensurate with his position, that are provided by the Company from time to time to senior executives generally, and to receive director and officer indemnification and insurance protection.

The Simons CEO Employment Agreement includes an acknowledgment that Mr. Simons continues to be bound by the confidentiality and restrictive covenant provisions set forth in the Amended and Restated Limited Liability Company Agreement of Virtu Employee Holdco LLC, which provides for confidentiality and non-disparagement restrictions, as well as non-compete and non-solicitation restrictions until the third anniversary of the date on which Mr. Simons ceases to be an officer, director or employee of the Company. The Simons CEO Employment Agreement also provides that the Company will pay as incurred, to the fullest extent permitted by law, all legal fees and expenses that Mr. Simons incurs as a result of any contest (regardless of the outcome) by the Company, Mr. Simons or others of the validity or enforceability of, or liability under, any provision of the Simons CEO Employment Agreement or any guarantee of performance of the Simons CEO Employment Agreement that arises in connection with or following a change in control, plus interest on any delayed payment at the applicable federal rate under Section 7872 of the Internal Revenue Code of 1986, as amended.

Finally, the Simons CEO Employment Agreement provides for severance upon certain terminations of employment as described below under “Potential Payments Upon Termination of Employment or Change in Control.”

Executive Compensation

Prior Employment Agreement with Mr. Simons

The Company previously entered into an amended and restated employment letter agreement with Mr. Simons on November 30, 2022 (the “Simons CTO Employment Agreement”) pursuant to which Mr. Simons was employed as the Company’s Chief Technology Officer by the Company’s subsidiary, Virtu Financial Operating LLC (“VFO”) with an initial term expiring February 26, 2027 (the “Term”). Under the Simons CTO Employment Agreement, Mr. Simons’ annual base salary was $600,000 per year, and he was eligible to receive an annual bonus with a target bonus opportunity of $2,000,000 and a maximum bonus opportunity equal to $3,000,000. Fifty percent (50%) of the annual bonus was based on the achievement of quantitative targets and fifty percent (50%) of the annual bonus is based on the achievement of qualitative goals, in each case as was previously set by the Company’s CEO together with the Compensation Committee.

Under the Simons CTO Employment Agreement, Mr. Simons was eligible to receive an Annual Equity Award at the beginning of each calendar year during the Term. The Company’s prior practice has been to issue the Annual Equity Award in the form of 75,000 restricted shares or RSUs in respect of shares of the Company’s Class A common stock (“Shares”) that are subject to performance and service conditions. The number of Shares earned under each Annual Equity Award has been and will be based on the percentage of budgeted EBITDA achieved in the applicable calendar year, with 100% of Shares earned upon at least 65% achievement. In the event of achievement below sixty-five percent (65%), the Compensation Committee will determine the number of earned Shares, if any, in its sole discretion. To the extent any Shares are earned with respect to an applicable Annual Equity Award, fifty percent (50%) of such Shares vest on the January 31st of the calendar year following the year to which such award relates and the remaining fifty percent (50%) will vest on the anniversary of such date, subject to Mr. Simons’ continued employment through each applicable vesting date.

Employment Agreement with Mr. Cifu

On April 29, 2022, we entered into a new employment agreement (the “2022 Cifu CEO Employment Agreement”) with Mr. Cifu, which amended and restated the terms of his prior employment agreement dated November 15, 2017 (the “Prior Cifu CEO Employment Agreement”), pursuant to which Mr. Cifu will continue to serve as our CEO and report to our board of directors. Mr. Cifu’s duties, responsibilities and permitted activities are substantially identical to his prior employment agreement. Mr. Cifu’s employment agreement further provides that to the extent such activities do not significantly interfere with the performance of his duties, service and responsibilities, Mr. Cifu is permitted to manage his personal, financial and legal affairs, serve on civic or charitable boards and committees and, to the extent approved by our board of directors, serve on corporate boards and committees; provided that Mr. Cifu is permitted to continue to be engaged in, or provide services to, certain specified businesses and 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), and to become engaged in, or provide services to, any other business or activity in which Mr. Vincent Viola, our founder and Chairman Emeritus, is permitted to become engaged in, to the extent that Mr. Cifu’s level of participation in such businesses or activities is consistent with his participation in the aforementioned specified businesses or activities prior to the effective date of the employment agreement. The 2022 Cifu CEO Employment Agreement has an initial term ending on February 28, 2028, extended from November 22, 2022 under the Prior Cifu CEO Employment Agreement, with automatic renewals for successive one-year terms thereafter unless either the Company or Mr. Cifu provides notice of non-renewal at least ninety days in advance of the expiration of the then-current term. However, if a change in control of the Company occurs at a time when there are less than two years remaining in the term, the term will automatically be extended so that the expiration date is two years from the effective date of the change in control.

Under the 2022 Cifu CEO Employment Agreement, Mr. Cifu’s base salary is $1,200,000, as compared to $1,000,000 under the Prior Cifu CEO Employment Agreement, and Mr. Cifu is eligible to earn an annual bonus with a target bonus opportunity equal to $3,000,000 and a maximum bonus opportunity equal to $6,000,000, as compared to a target bonus opportunity of $2,500,000 and a maximum bonus opportunity equal to $5,000,000 under the Prior Cifu CEO Employment Agreement. 50% of the annual bonus will be based on the achievement of quantitative targets composed of specific components of the Company’s annual budget and 50% of the annual bonus will be based on the achievement of qualitative goals, as compared to 80% based on the achievement of quantitative targets and 20% based on the achievement of qualitative targets under the Prior Cifu CEO Employment Agreement. To the extent earned, a maximum of 50% of the annual bonus will be paid in cash, 30% of the annual bonus will be paid in the form of restricted stock units or restricted shares of Class A common stock of the Company that vest in three equal

Executive Compensation

annual installments and the remaining 20% will be paid in the form of fully vested shares of Class A common stock, or DSUs, which is consistent with the Prior Cifu CEO Employment Agreement.

Consistent with the Prior Cifu CEO Employment Agreement, the 2022 Cifu CEO Employment Agreement provides that, Mr. Cifu is eligible to receive an Annual Equity Award at the beginning of each calendar year during the term. It is our board of directors’ current intention that the annual equity grant will be in the form of 150,000 restricted stock units of Class A common stock that are subject to performance and service conditions. The number of shares earned under each annual equity grant under the 2022 Cifu CEO Employment Agreement will be based on the percentage of budgeted EBITDA achieved in the applicable calendar year, with a 100% of shares earned upon at least 65% achievement, and a number of shares, which may be zero, vesting at the discretion of the Compensation Committee in the event that less than 65% is achieved. To the extent any shares of Class A common stock are earned with respect to an applicable annual equity grant, 50% of such shares will vest on or about the end of the calendar year to which such award relates and the remaining 50% will vest on or about the end of the subsequent calendar year, subject to Mr. Cifu’s continued employment through each applicable vesting date and in each case subject to the terms of the applicable award agreement.

Consistent with the Prior Cifu CEO Employment Agreement, the 2022 Cifu CEO Employment Agreement further provides that Mr. Cifu is entitled to participate in all of the Company’s benefit plans and programs, and to receive perquisites, commensurate with his position, that are provided by the Company from time to time to senior executives generally, and to receive director and officer indemnification and insurance protection. In addition, during the term, Mr. Cifu will be provided a car and driver consistent with past practice.

Consistent with the Prior Cifu CEO Employment Agreement, the 2022 Cifu CEO Employment Agreement includes an acknowledgment that Mr. Cifu continues to be bound by the confidentiality and restrictive covenant provisions set forth in the Amended and Restated Virtu Financial LLC Agreement, which provides for confidentiality and non-disparagement restrictions, as well as non-compete and non-solicitation restrictions until the third anniversary on which Mr. Cifu ceases to be an officer, director or employee of the Company. Consistent with the Prior Cifu CEO Employment Agreement, the 2022 Cifu CEO Employment Agreement also provides that the Company will pay as incurred, to the fullest extent permitted by law, all legal fees and expenses that Mr. Cifu incurs as a result of any contest (regardless of the outcome) by the Company, Mr. Cifu or others of the validity or enforceability of, or liability under, any provision of the employment agreement or any guarantee of performance of the employment agreement that arises in connection with or following a change in control, plus interest on any delayed payment at the applicable federal rate under Section 7872 of the Code.

Finally, consistent with the Prior Cifu CEO Employment Agreement, the 2022 Cifu CEO Employment Agreement provides for severance upon certain terminations of employment as described below under “Potential Payments Upon Termination of Employment or Change in Control.”

Employment Agreement with Mr. Molluso

Virtu East entered into a new employment agreement with Mr. Molluso on December 1, 2022 (the “New Molluso Employment Agreement”), which amended and restated the terms of his prior employment agreement dated April 30, 2020 (the “Prior Molluso Employment Agreement”), pursuant to which Mr. Molluso will continue to serve as our Co-President and Co-Chief Operating Officer, reporting to our CEO. The New Molluso Employment Agreement, consistent with the Prior Molluso Employment Agreement, further provides that to the extent such activities do not significantly interfere with the performance of his duties, service and responsibilities, Mr. Molluso is permitted to manage his personal, financial and legal affairs, serve on civic or charitable boards and committees and, to the extent approved by our board of directors, serve on corporate boards and committees.

On February 26, 2025, the Company amended the New Molluso Employment Agreement employment agreement to extend the initial termination date from ending on April 30, 2026, until February 28, 2028, with automatic renewals for successive one-year terms thereafter unless either we or Mr. Molluso provides notice of non-renewal at least ninety days in advance of the expiration of the then-current term. All other terms of the New Molluso Employment Agreement remain in full force. However, if a change in control of the Company occurs at a time when there is less than one year remaining in the term, the term will automatically be extended so that the expiration date is one year from the effective date of the change in control.

Under the New Molluso Employment Agreement, Mr. Molluso’s base salary is $600,000, as compared to $500,000 under the Prior Molluso Employment Agreement, and Mr. Molluso is eligible to earn an annual bonus with a target

Executive Compensation

amount of $2,000,000 and a maximum bonus opportunity equal to $3,000,000. Under the Prior Molluso Employment Agreement, Mr. Molluso was entitled to an annual bonus with a minimum amount of $2,500,000 with respect to the fiscal year ended December 31, 2020, and $1,500,000 with respect to the fiscal years ended December 31, 2021 and December 31, 2022, and a maximum bonus opportunity equal to $2,500,000 for such periods. Under the New Molluso Employment Agreement, 50% of the annual bonus will be based on the achievement of quantitative targets set by the Company’s CEO together with the Compensation Committee and 50% of the annual bonus will be based on the achievement of qualitative goals set by the Company’s CEO together with the Compensation Committee, as compared to 80% based on the achievement of quantitative targets and 20% based on the achievement of qualitative targets under the Prior Molluso Employment Agreement. To the extent earned, 50% of the annual bonus will be paid in cash, 30% of the annual bonus will be paid in the form of restricted stock units or restricted shares of Class A common stock of the Company that vest in three equal annual installments and the remaining 20% will be paid in the form of fully vested shares of Class A common stock or DSUs.

The New Molluso Employment Agreement provides that Mr. Molluso will be eligible to receive an annual equity grant at the beginning of each calendar year. It is our board of directors’ current intention that the annual equity grant will be in the form of 75,000 restricted stock units of Class A common stock that are subject to performance and service conditions. The number of shares earned under each annual equity grant under the New Molluso Employment Agreement will be based on the percentage of budgeted EBITDA achieved in the applicable calendar year, with a 100% of shares earned upon at least 65% achievement, and a number of shares, which may be zero, vesting at the discretion of the Compensation Committee in the event that less than 65% is achieved. To the extent any shares of Class A common stock are earned with respect to an applicable annual equity grant, 50% of such shares will vest on or about the end of the calendar year to which such award relates and the remaining 50% will vest on or about the end of the subsequent calendar year, subject to Mr. Molluso’s continued employment through each applicable vesting date and in each case subject to the terms of the applicable award agreement.

The Prior Molluso Employment Agreement provided for sign-on bonuses as compensation for forfeited equity interests in his former employer in the form of (i) a grant of 200,000 restricted stock units, vesting in three equal installments on each of January 24, 2021, January 24, 2022 and January 24, 2023 and otherwise issued pursuant to and subject to the terms and conditions of the Plan and a separate award agreement and (ii) a cash sign-on bonus of $2,500,000, $1,666,667 of which is subject to a prorated clawback right of the Company based on the proportion of the term elapsed as of the date that Mr. Molluso’s employment is terminated for Cause (as defined therein) or he resigns without Good Reason (as defined therein).

Consistent with the Prior Molluso Employment Agreement, the New Molluso Employment Agreement further provides that Mr. Molluso is entitled to participate in all of the Company’s benefit plans and programs, and to receive perquisites, commensurate with his position, that are provided by the Company from time to time to senior executives generally, and to receive director and officer indemnification and insurance protection. The employment agreement includes an acknowledgment that Mr. Molluso continues to be bound by the confidentiality and restrictive covenant provisions set forth in his original agreement, which provides for confidentiality and non-disparagement restrictions, as well as non-compete and non-solicitation restrictions until the thirty-six-month anniversary of the date on which Mr. Molluso ceases to be an officer or employee of the Company. Consistent with the Prior Molluso Employment Agreement, the New Molluso Employment Agreement provides for severance upon certain terminations of employment as described below under “Potential Payments Upon Termination of Employment or Change in Control.”

Employment Agreement with Mr. Fairclough

Virtu East entered into a new employment agreement with Mr. Fairclough on December 1, 2022 (the “New Fairclough Employment Agreement”) which amended and restated the terms of his prior employment agreement dated February 26, 2020 (the “Prior Fairclough Employment Agreement”), pursuant to which Mr. Fairclough continues to serve as our Co-President & Co-Chief Operating Officer, reporting to our CEO. Consistent with the Prior Fairclough Employment Agreement, the New Fairclough Employment Agreement further provides that to the extent such activities do not significantly interfere with the performance of his duties, service and responsibilities, Mr. Fairclough is permitted to manage his personal, financial and legal affairs, serve on civic or charitable boards and committees and, to the extent approved by our board of directors, serve on corporate boards and committees.

The New Fairclough Employment Agreement has an initial term ending on February 26, 2027, extended from February 26, 2024 under the Prior Fairclough Employment Agreement, with automatic renewals for successive one-year terms thereafter unless either we or Mr. Fairclough provides notice of non-renewal at least ninety days in

Executive Compensation

advance of the expiration of the then-current term. However, if a change in control of the Company occurs at a time when there is less than one year remaining in the term, the term will automatically be extended so that the expiration date is one year from the effective date of the change in control.

Under the New Fairclough Employment Agreement, Mr. Fairclough’s base salary is $600,000, as compared to $500,000 under the Prior Fairclough Employment Agreement, and Mr. Fairclough is eligible to earn an annual bonus with a target bonus opportunity equal to $2,000,000 and a maximum bonus opportunity equal to $3,000,000, as compared to a target bonus opportunity of $1,500,000 and a maximum bonus opportunity of $2,500,000 under the Prior Fairclough Employment Agreement. 50% of the annual bonus will be based on the achievement of quantitative targets set by the Company’s CEO together with the Compensation Committee and 50% of the annual bonus will be based on the achievement of qualitative goals set by the Company’s CEO together with the Compensation Committee, as compared to 80% based on the achievement of quantitative targets and 20% based on the achievement of qualitative targets under the Prior Fairclough Employment Agreement. To the extent earned, 50% of the annual bonus will be paid in cash, 30% of the annual bonus will be paid in the form of restricted stock units or restricted shares of Class A common stock of the Company that vest in three equal annual installments and the remaining 20% will be paid in the form of fully vested shares of Class A common stock or DSUs.

The New Fairclough Employment Agreement provides that Mr. Fairclough will be eligible to receive an annual equity grant at the beginning of each calendar year. It is our board of directors’ current intention that the annual equity grant will be in the form of 75,000 restricted stock units of Class A common stock that are subject to performance and service conditions. The number of shares earned under each annual equity grant under the New Fairclough Employment Agreement will be based on the percentage of budgeted EBITDA achieved in the applicable calendar year, with a 100% of shares earned upon at least 65% achievement, and a number of shares, which may be zero, vesting at the discretion of the Compensation Committee in the event that less than 65% is achieved. To the extent any shares of Class A common stock are earned with respect to an applicable annual equity grant, 50% of such shares will vest on or about the end of the calendar year to which such award relates and the remaining 50% will vest on or about the end of the subsequent calendar year, subject to Mr. Fairclough’s continued employment through each applicable vesting date and in each case subject to the terms of the applicable award agreement.

Consistent with the Prior Fairclough Employment Agreement, the New Fairclough Employment Agreement further provides that Mr. Fairclough is entitled to participate in all of the Company’s benefit plans and programs, and to receive perquisites, commensurate with his position, that are provided by the Company from time to time to senior executives generally, and to receive director and officer indemnification and insurance protection.

Finally, and consistent with the Prior Fairclough Employment Agreement, the New Fairclough Employment Agreement includes an acknowledgment that Mr. Fairclough continues to be bound by the confidentiality and restrictive covenant provisions set forth in his original agreement, which provides for confidentiality and non-disparagement restrictions, as well as non-compete and non-solicitation restrictions until the thirty-six-month anniversary of the date on which Mr. Fairclough ceases to be an officer or employee of the Company. Consistent with the Prior Fairclough Employment Agreement, the New Fairclough Employment Agreement provides for severance upon certain terminations of employment as described below under “Potential Payments Upon Termination of Employment or Change in Control.”

Employment Agreement with Mr. Cavoli

Virtu East entered into a new employment agreement with Mr. Cavoli on December 1, 2022 (the “New Cavoli Employment Agreement”), which amended and restated the terms of his prior employment agreement dated February 26, 2020 (the “Prior Cavoli Employment Agreement”), pursuant to which Mr. Cavoli will continue to serve as our Executive Vice President, Markets and report to our CEO. Consistent with the Prior Cavoli Employment Agreement, the New Cavoli Employment Agreement further provides that to the extent such activities do not significantly interfere with the performance of his duties, service and responsibilities, Mr. Cavoli is permitted to manage his personal, financial and legal affairs, serve on civic or charitable boards and committees and, to the extent approved by our board of directors, serve on corporate boards and committees.

On February 26, 2025, the Company amended the New Cavoli Employment Agreement to extend the initial termination date from ending on April 30, 2026, until February 28, 2028, with automatic renewals for successive one-year terms thereafter unless either we or Mr. Cavoli provides notice of non-renewal at least ninety days in advance of the expiration of the then-current term. All other terms of the New Cavoli Employment Agreement remain in full

Executive Compensation

force. However, if a change in control of the Company occurs at a time when there is less than one year remaining in the term, the term will automatically be extended so that the expiration date is one year from the effective date of the change in control.

Under the New Cavoli Employment Agreement, Mr. Cavoli’s base salary is $600,000, as compared to $500,000 under the Prior Cavoli Employment Agreement, and Mr. Cavoli is eligible to earn an annual bonus with a target bonus opportunity equal to $2,000,000 and a maximum bonus opportunity equal to $3,000,000, as compared to a target bonus opportunity equal to $1,500,000 and a maximum bonus opportunity equal to $2,500,000 under the Prior Cavoli Employment Agreement. 50% of the annual bonus will be based on the achievement of quantitative targets set by the Company’s CEO together with the Compensation Committee and 50% of the annual bonus will be based on the achievement of qualitative goals set by the Company’s CEO together with the Compensation Committee, as compared to 80% based on the achievement of quantitative goals and 20% based on the achievement of qualitative goals under the Prior Cavoli Employment Agreement. To the extent earned, 50% of the annual bonus will be paid in cash, 30% of the annual bonus will be paid in the form of restricted stock units or restricted shares of Class A common stock of the Company that vest in three equal annual installments and the remaining 20% will be paid in the form of fully vested shares of Class A common stock or DSUs.

The New Cavoli Employment Agreement provides that Mr. Cavoli will be eligible to receive an annual equity grant at the beginning of each calendar year. It is our board of directors’ current intention that the annual equity grant will be in the form of 75,000 restricted stock units of Class A common stock that are subject to performance and service conditions. The number of shares earned under each annual equity grant under the New Cavoli Employment Agreement will be based on the percentage of budgeted EBITDA achieved in the applicable calendar year, with a 100% of shares earned upon at least 65% achievement, and a number of shares, which may be zero, vesting at the discretion of the Compensation Committee in the event that less than 65% is achieved. To the extent any shares of Class A common stock are earned with respect to an applicable annual equity grant, 50% of such shares will vest on or about the end of the calendar year to which such award relates and the remaining 50% will vest on or about the end of the subsequent calendar year, subject to Mr. Cavoli’s continued employment through each applicable vesting date and in each case subject to the terms of the applicable award agreement.

Consistent with the Prior Cavoli Employment Agreement, the New Cavoli Employment Agreement further provides that Mr. Cavoli is entitled to participate in all of the Company’s benefit plans and programs, and to receive perquisites, commensurate with his position, that are provided by the Company from time to time to senior executives generally, and to receive director and officer indemnification and insurance protection.

Finally, and consistent with the Prior Cavoli Employment Agreement, the New Cavoli Employment Agreement includes an acknowledgment that Mr. Cavoli continues to be bound by the confidentiality and restrictive covenant provisions set forth in his original agreement, which provides for confidentiality and non-disparagement restrictions, as well as non-compete and non-solicitation restrictions until the eighteen-month anniversary of the date on which Mr. Cavoli ceases to be an officer or employee of the Company.

Consistent with the Prior Cavoli Employment Agreement, the New Cavoli Employment Agreement provides for severance upon certain terminations of employment as described below under “Potential Payments Upon Termination of Employment or Change in Control.”

Employment Agreement with Ms. Lee

In connection with Ms. Lee’s appointment as Chief Financial Officer, the Company entered into an employment letter agreement with Ms. Lee on April 29, 2024 (the “Lee Employment Agreement”) pursuant to which Ms. Lee will be employed by the Company’s subsidiary, Virtu Financial Operating LLC (“Virtu Operating”) on an “at will” employment basis. Under the Lee Employment Agreement, Ms. Lee’s annual base salary is $400,000 per year, and she was eligible to receive an annual bonus of not less than $700,000 for the year ended December 31, 2024, payable in cash and equity awards in accordance with the Company’s incentive and equity plans as in effect from time to time and subject to Ms. Lee’s continued employment through the date on which bonuses for such period are paid. Ms. Lee will be eligible in subsequent years to receive an annual bonus and equity award in accordance with the Company’s incentive and equity plans as in effect from time to time and annual equity grants on terms and conditions determined by the Company. Ms. Lee will also receive a special long-term equity award under the Lee Employment Agreement and in connection with the commencement of her employment as Chief Financial Officer of 35,000 restricted stock units (the “Sign-On RSUs”), subject to the terms and conditions of the Company’s 2015 Plan and the terms of a separate award agreement, the form of which has previously been filed with the SEC

Executive Compensation

(the “RSU Award Agreement”). The Sign-On RSUs will vest in three equal annual installments on the first three anniversaries of the date of grant. In connection with the Lee Employment Agreement, Ms. Lee entered into a restrictive covenant agreement that provides for confidentiality and non-disparagement restrictions and that provides that she will not engage in any business that competes with the Company or its affiliates, and that she will not solicit or hire employees, consultants or members of Virtu Operating, its subsidiaries or its affiliates, during her employment and for a period of 12 months thereafter.

Executive Compensation

OUTSTANDING EQUITY AWARDS AT END OF FISCAL YEAR 2025

The following table provides information about each of the outstanding awards of options to purchase our common stock and restricted stock units held by each NEO as of December 31, 2025.