SEC Form 4 · accession 0002080456-26-000007
Virtu Financial, Inc. · VIRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Aaron Wyatt Simons
Officer — Chief Executive Officer · Director
Period of report
Aug 20, 2026
Accepted (ET)
Aug 20, 2026 · 6:18 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001592386
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stock | holding | — | — | — | 85,609 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward Sale Contract (obligation to sell)F1,F2,F3,F4,F5 | — | Aug 20, 2026 | J | 200,000 | A | — | — | Non-voting common interest units of Virtu Finanical LLC | 200,000 | 200,000 | I |
| Non-voting common interest units of Virtu Financial LLCF7,F6 | — | holding | — | — | — | — | — | Class A common stock | 320,184 | 320,184 | I |
| Restricted Stock UnitF8,F9 | — | holding | — | — | — | — | — | Class A common stock | 112,056 | 112,056 | D |
Explanation of responses
- F1On August 20, 2026, AS & SO Investments LLC (the "VPF entity") entered into a variable prepaid forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a Stock Purchase Agreement entered into between the VPF entity and the Bank, dated August 20, 2026 (the "Agreement") relating to up to 200,000 of (a) shares of class A common stock, par value $0.00001 per share ("Common Stock"), of Virtu Financial, Inc. (the "Issuer"), or (b) non-voting common interest units of Virtu Financial LLC ("Units") convertible into Common Stock of the Issuer. VPF entity is required under the Agreement to deliver to the Bank up to such number of shares of Common Stock or Units (or, at the VPF entity's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement.
- F2(Cont'd from prior footnote) The VPF entity pledged 200,000 shares of Class C common stock, par value $0.00001 per share and Units (together, the Paired Interests and, as pledged, the Pledged Interests) to secure its obligations under the Agreement. The VPF entity retained voting and economic rights in the Pledged Interests during the term of the pledge (and thereafter if the VPF entity settles the Agreement in cash), subject to certain payments the VPF entity will need to make to the Bank with respect to dividends on Common Stock under the terms of the Agreement. Under the terms of the Agreement, the VPF entity will receive a prepayment from the Bank with respect to some or all portions of the transaction covered by the Agreement, equal to the present value of the Floor Price (as defined below) at the maturity of the transactions.
- F3(Cont'd from prior footnote) Under the Agreement, on the settlement date, the number of Paired Interests or shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that is based on the price at which the Bank established its initial hedge position during a hedging period (the "Floor Price"), such VPF entity will deliver to the Bank the ratable portion of the applicable Pledged Interests to be delivered with respect to the settlement date (such number of shares, the "Number of Shares");
- F4(Cont'd from prior footnote) (b) if the Settlement Price is between the Floor Price and a cap price that is based on the price at which the Bank established its initial hedge position during a hedging period (the "Cap Price"), the VPF entity will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, such VPF entity will deliver to the Bank the number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price.
- F5By a limited liability company, AS & SO Investment LLC, owned by the reporting person and the reporting person's wife.
- F6Pursuant to the terms of the Exchange Agreement, effective as of April 15, 2015, by and among the Issuer, Virtu Financial LLC and the equityholders of Virtu Financial LLC (the "Exchange Agreement"), Virtu Financial Units, together with a corresponding number of shares of Class C Common Stock, may be exchanged for shares of Class A Common Stock, which have one vote per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis at the discretion of the holder. The exchange rights under the Exchange Agreement do not expire.
- F7By Virtu Employee Holdco LLC, a holding vehicle through which employees and directors of the Issuer hold vested and unvested Virtu Financial Units and shares of Class C Common Stock. The reporting person disclaims beneficial ownership in such Virtu Financial Units and shares held by Virtu Employee Holdco LLC except to the extent of his pecuniary interest therein.
- F8Each RSU is granted under the Issuer's Second Amended and Restated 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer.
- F9The RSUs vest in installments in February 2027, 2028 and 2029.