DEF 14A of Virtu Financial, Inc., Apr 29, 2026

DEF 14A of Virtu Financial, Inc.

Filed Apr 29, 2026 · FY20250001104659-26-051774

Open on EDGAR

  1. Directors and Executive Officers

    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.

  2. Directors and Executive Officers

    | Name and Primary Occupation | Director or Officer Since | Age | Independent | Committee Membership | | | | | | | | | Audit | Risk | Compensation | N&CG | | Vincent Viola Founder and Chairman Emeritus | 2013 | 70 | | | | | | | Aaron Simons Chief Executive Officer (“CEO”) and Director | 2025 | 45 | | | | | | | Michael T. Viola Chairman of the Board of Directors | 2016 | 39 | | | | | | | William F. Cruger, Jr. Director | 2015 | 67 | | | | | | | Virginia Gambale Director | 2020 | 66 | | | | | | | Joseph J. Grano, Jr. Director | 2017 | 78 | | | | | | | Joanne M. Minieri Director | 2021 | 65 | | | | | | | John D. Nixon Director | 2015 | 70 | | | | | | | Christopher C. Quick Director | 2016 | 68 | | | | | | | David J. Urban Director | 2018 | 62 | | | | | | | Stephen Cavoli Executive Vice President, Markets | 2017 | 57 | | | | | | | Brett Fairclough Co-President and Co-Chief Operating Officer | 2019 | 43 | | | | | | | Joseph Molluso Co-President and Co-Chief Operating Officer | 2020 | 57 | | | | | | | Cindy Lee Executive Vice President, Chief Financial Officer and Treasurer | 2024 | 41 | | | | | |

  3. Directors and Executive Officers

    Member Committee Chair Audit Committee Financial Expert

  4. Directors and Executive Officers

    | 2 | 2026 Proxy Statement |

  5. Directors

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

  6. Class I Directors

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

  7. Class I Directors

    | William F. Cruger, Jr. | Independent Director Age: 67 | Board Committees • Audit • Risk | Director Since 2015 | | BACKGROUND Mr. Cruger became a member of our board of directors in April 2015 and was previously a member of the board of directors of Virtu Financial LLC (“Virtu Financial”), which is a subsidiary of the Company and was the entity through which we conducted our business prior to our initial public offering. From 1982 to 2013, he held a number of senior positions at J.P. Morgan and Co., a global investment bank. Mr. Cruger was Managing Director in the Financial Institutions group from 1996 to 2011, and then served as Vice Chairman of Investment Banking at J.P. Morgan and Co., where he was responsible for key client relationships on a global basis. During this time, he also oversaw the rationalization of the firm’s private equity investments in trading platforms and related ventures at Lab Morgan from 2000 to 2001. Prior to this, Mr. Cruger ran the firm’s investment banking practices in Japan from 1991 to 1996, Latin America from 1989 to 1991, and Emerging Asia from 1984 to 1988. Mr. Cruger currently serves on the board of MarketAxess Holdings Inc., a financial technology company (Nasdaq: MKTX) and M&T Bank Corporation, a bank holding company (NYSE: MTB) (“M&T Bank”), and has previously served on the boards of Archipelago Holdings, Inc., an electronic stock market, CreditTrade, Inc., a fixed income broker and trading platform, Capital IQ, Inc., a financial data and analytics company and People’s United Financial, Inc. (which was a bank holding company prior to its acquisition by M&T Bank). He has an M.B.A. from Columbia University and a B.A. from Clark University. QUALIFICATIONS Mr. Cruger’s diverse experience in investment banking at a global financial services firm and his extensive experience in financial markets and financial leadership adds significant value to our board of directors. | | | |

  8. Class I Directors

    | Christopher C. Quick | Independent Director Age: 68 | Board Committees • Compensation • N&CG | Director Since 2016 | | BACKGROUND Mr. Quick became a member of our board of directors in April 2016. Mr. Quick has more than 30 years of experience in the securities and financial services industries. He is the former CEO of Banc of America Specialist, Inc., a wholly owned subsidiary of Bank of America Corporation and member firm of the New York Stock Exchange (“NYSE”). He served in this capacity until 2006. He is also a past Vice Chairman of Global Wealth and Investment Management with Bank of America. From 1982 to 2004, he served as Chairman and CEO of floor-based trading firms Q&R Specialist, JJC Specialist and Fleet Specialists where he remained following the firm’s acquisition by Bank of America Corporation. He is a member of the board of directors of Mutual of America, a provider of retirement services and investments and a Trustee of Fairfield University. He is also a former member of the NYSE Board of Directors, the board of directors of KCG Holdings, Inc. (“KCG”), a market making and electronic trading firm which we acquired in 2017, the board of directors of The Alfred E. Smith Memorial Foundation Inc., and the Board of Trustees for the Boys Club of New York. Mr. Quick received a B.S. in Finance from Fairfield University in 1979. | | | |

  9. Class I Directors

    | 6 | 2026 Proxy Statement |

  10. Class I Directors

    | QUALIFICATIONS Mr. Quick’s qualifications to serve on our board of directors include his significant experience in the financial services and securities industries, including in the specialist business, and in senior leadership roles and his substantial experience with post-merger and acquisition integration matters. |

  11. Class I Directors

    | Vincent Viola | Director Age: 70 | Board Committees None | Director Since 2013 | | BACKGROUND Mr. Viola is our founder and has served as a member and Chairman Emeritus of our board of directors since July 2017. From November 2013 until July 2017, Mr. Viola served as our Executive Chairman and Chairman of our board of directors. He previously served as CEO and Chairman of the board of directors of Virtu and its predecessors since April 2008. Mr. Viola is one of the nation’s foremost leaders in electronic trading. He was the founder of Virtu Financial Operating LLC (“Virtu East”) in 2008, a founder of Madison Tyler Holdings, LLC (“Madison Tyler Holdings”) in 2002 and is the former Chairman of the New York Mercantile Exchange (“NYMEX”), a commodities exchange. Mr. Viola started his career in the financial services industry on the floor of the NYMEX and became Vice Chairman from 1993 to 1996 and Chairman from 2001 to 2004. Mr. Viola has launched a number of successful businesses during his career, including Virtu and Independent Bank Group Inc., a regional banking group in Texas that was listed on Nasdaq (IBTX) until its merger with SouthState Corporation. Shortly after September 11, 2001, Mr. Viola was instrumental in founding the Combating Terrorism Center at West Point. Mr. Viola is currently the principal owner and serves as the Chairman and Governor for the Florida Panthers Hockey Club and its parent company, Sunrise Sports & Entertainment LLC. Mr. Viola graduated from the U.S. Military Academy at West Point in 1977. He later graduated from the U.S. Army Airborne, Infantry and Ranger Schools and served in the 101st Airborne Division. In 1983, he graduated from New York Law School. QUALIFICATIONS Mr. Viola’s extensive business experience in the financial services industry provides our board of directors with valuable knowledge and experience in the electronic trading and market making business. In addition, as our founder, Mr. Viola has successfully led Virtu since its inception and provides our board of directors with valuable insight regarding strategic decisions and the future direction of our Company. | | | |

  12. Class II 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.

  13. Class II Directors

    | Aaron Simons | Chief Executive Officer and Director Age: 45 | Board Committees None | Director Since 2025 | | BACKGROUND Mr. Simons has been our CEO and a member of our board of directors since August 2025. Mr. Simons joined Virtu in 2008 shortly after the Company’s founding and has over 16 years’ experience in software development, technology leadership, trading and markets. Mr. Simons has served in various roles of increasing seniority during his career at Virtu, including in trading and development roles and most recently serving as Chief Technology Officer since 2019. Prior to Virtu, Mr. Simons conducted postdoctoral research in theoretical physics after completing his PhD in Physics at Harvard. Mr. Simons also received a B.S. in Mathematics from California Institute of Technology. | | | |

  14. Class II Directors

    | 2026 Proxy Statement | 7 |

  15. Class II Directors

    | QUALIFICATIONS Mr. Simons’ extensive experience in global financial markets, market making and other forms of low latency trading, software, hardware and technology, along with his substantial leadership capabilities add significant value to our Company and our board of directors. Mr. Simons technological and strategic acumen provides our board of directors with valuable insight regarding the future direction of our Company. |

  16. Class II Directors

    | Joseph J. Grano, Jr. | Independent Director Age: 78 | Board Committees • Audit • Compensation | Director Since 2017 | | BACKGROUND Mr. Grano, Jr. became a member of our board of directors in October 2017. Mr. Grano has more than 30 years of experience in the securities and financial services industries. Since 2005, Mr. Grano has served as the Principal Partner of the JJG Family Office, which primarily engages in advisory services. From 2001 to 2004, he was Chairman and CEO of UBS Financial Services Inc. (formerly UBS PaineWebber), where he was instrumental in helping to bring about the merger of PaineWebber with UBS in 2000. Prior to joining PaineWebber, he held various senior management positions with Merrill Lynch & Co., a brokerage firm, including Director of National Sales. Mr. Grano previously served as Chairman of the Board of Governors of the National Association of Securities Dealers (NASD) (predecessor to the Financial Industry Regulatory Authority (FINRA)) and was formerly a member of the NASD’s Executive Committee. In addition to his industry experience, Mr. Grano serves as a member of the City University of New York’s Business Leadership Council and President of the Advisory Board of Law Enforcement Against Drugs, and from 2002 until 2005 served as the Chairman of the Homeland Security Advisory Council. He has also previously served as the Vice Chairman of the Queens College Foundation Board of Trustees and has previously sat on the board of directors of the YMCA of Greater New York and on the board of Lenox Hill Hospital, among his other civic and philanthropic endeavors. Mr. Grano holds honorary Doctor of Laws degrees from Pepperdine University and Babson College as well as an honorary Doctor of Humane Letters degree from Queens College. In addition to being one of the financial services industry’s leading executives, Mr. Grano is involved in a wide range of educational and philanthropic endeavors. Mr. Grano also served in the U.S. Special Forces (Green Berets). He also won a Tony Award as a producer of the record-setting musical Jersey Boys. Mr. Grano is the author of the book You Can’t Predict A Hero which was on Businessweek’s best seller list in 2009. QUALIFICATIONS Mr. Grano’s previous senior leadership roles in the financial securities industry and public company experience provide a valuable insight regarding strategic decisions and add value to our board of directors. | | | |

  17. Class II Directors

    | Joanne M. Minieri | Independent Director Age: 65 | Board Committees • Audit • N&CG | Director Since 2021 | | BACKGROUND Ms. Minieri became a member of our board of directors in April 2021. She has more than 35 years’ experience in executive leadership positions in real estate and financial services. She previously served as Chief Operating Officer of Development and Constructive Services and as Senior Executive Vice President and Senior Managing Director at RXR Realty (“RXR”) from October 2018 until February 2024. Earlier in her career, she served as President and Chief Operating Officer of Forest City Ratner Companies, overseeing billions of dollars of development, and as Deputy County Executive and Commissioner for Suffolk County Economic Development and Planning, as well as in leadership roles in professional accounting, tax and consulting services. Since 2024, she has served as the founder and principal of JONEE 1212, a consulting and advisory firm. Ms. Minieri has served on | | | |

  18. Class II Directors

    | 8 | 2026 Proxy Statement |

  19. Class II Directors

    | the board of local government development organizations as well as non-profit and public boards. She is a Certified Public Accountant and holds a B.B.A. from Hofstra University. QUALIFICATIONS Ms. Minieri’s previous experience in senior leadership positions in financial services and public company experience adds significant value to our board of directors. |

  20. Class III Directors

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

  21. Class III Directors

    | Virginia Gambale | Independent Director Age: 66 | Board Committees • Risk | Director Since 2020 | | BACKGROUND Ms. Gambale became a member of our board of directors in January 2020. Ms. Gambale is Managing Partner of Azimuth Partners LLC, a technology advisory firm facilitating the growth and adoption of emerging technologies for financial services, consumer and technology companies. Prior to starting Azimuth Partners in 2003, Ms. Gambale was an Investment Partner at investment bank Deutsche Bank Capital and ABS Ventures, a venture capital firm, from 1999 to 2003. Prior to that, Ms. Gambale held the position of Chief Information Officer at Bankers Trust Alex Brown, an investment banking firm, and Merrill Lynch. Ms. Gambale currently serves on the board of Nutanix, Inc, (Nasdaq: NTNX) and Evertec Inc. (NYSE: EVTC) and serves on the NACD Risk Oversight Advisory Council and the Juilliard School Board of Trustees. She has also previously served on numerous international public and private boards, including First Derivatives, a financial technology company, Jamf Holding Corp., a device management and security company, JetBlue Airways Corp., an airline company, Piper Jaffray Companies, an investment bank, Regis Corp., a hair salon operator, IQ Financial, a wealth management firm, and technology companies Synchronoss Technologies, Motive, Inc., and Workbrain, among others. Ms. Gambale holds a B.S. from New York Institute of Technology-Old Westbury. QUALIFICATIONS Ms. Gambale’s previous experience in senior leadership positions in finance and technology and previous services on the boards of other public companies adds significant value to our board of directors. | | | |

  22. Class III Directors

    | John D. Nixon | Independent Director Age: 70 | Board Committees • Audit • N&CG | Director Since 2015 | | BACKGROUND Mr. Nixon became a member of our board of directors in May 2015. Mr. Nixon has more than 30 years of international experience in the interdealer broker industry with ICAP plc (“ICAP”) and, previously, with Tullett Prebon. He served as a non-executive director of ICAP from 1998 to 2002 and served as executive director from May 2008 until his retirement in March 2015. Mr. Nixon was a member of ICAP’s Global Executive Management Group from 2003 to 2015 with responsibility during that period for business divisions and strategic acquisitions. He represented the ICAP Americas businesses to the ICAP board, was chairman of the i-Swap business and had been responsible for the implementation of the ICAP Swap Execution Facility. In addition to serving on our board, Mr. Nixon serves as our representative on the board of Eris Innovations Holdings LLC, a financial technology company, as a senior financial services advisor to Temasek USA, a global investment company and as a member of the board of directors of Eastdil Secured, global real estate investment bank, on behalf of Temasek. Mr. Nixon holds a degree in Commerce from Queen’s University, Ontario. | | | |

  23. Class III Directors

    | 2026 Proxy Statement | 9 |

  24. Class III Directors

    | QUALIFICATIONS Mr. Nixon’s extensive business experience in the interdealer broker industry as well as his operational and strategic expertise in the financial services industry adds significant value to our board of directors. |

  25. Class III Directors

    | David J. Urban | Independent Director Age: 62 | Board Committees • Compensation • Risk | Director Since 2018 | | BACKGROUND Mr. Urban has more than 20 years’ experience in senior leadership positions in business and governmental roles, currently serving as Managing Director to BGR Group, a bi-partisan lobbying, strategic communications and business solutions firm, and Senior Advisor to Gothams, a firm designed to augment emergency management response capabilities, since April 2022 and January 2022, respectively, and Of Counsel at Torridon Law, a high-profile boutique law firm since June 2024. Previously, from July 2020 to January 2022, he served as Executive Vice President, North American Corporate Affairs at ByteDance, the parent company of TikTok, a leading social network, and from January 2002 to July 2020, as President of the American Continental Group, a leading bi-partisan government affairs and strategic consulting firm which provided consulting services to diverse organizations including those across the financial services and technology sectors. Mr. Urban previously served as the Chief of Staff for a U.S. Senator, a lawyer in private practice and as an officer in the U.S. Army’s 101st Airborne Division where he was awarded the Bronze Star. Mr. Urban is a member of the National Association of Corporate Directors and serves as a board member at SubCom, a communications systems company, Eos Energy Enterprises Inc. (Nasdaq: EOSE), an energy storage and services company and Scientific Applications International Corporation (NASDAQ: SAIC), a technology and engineering services company. Mr. Urban also serves as a director for nonprofit organizations the Johnny Mac Soldiers Fund. Mr. Urban holds a B.S. from the United States Military Academy at West Point, a J.D. from the Beasley School of Law, Temple University, an M.P.A. from the Fels Institute of Government, University of Pennsylvania, a Certificate in Leading Sustainable Corporations from the Saide Business School, University of Oxford, and a Certificate in Geopolitical Analysis from Stratfor/Florida Atlantic University. QUALIFICATIONS Mr. Urban’s governmental relations experience and his previous industry leadership service adds significant value to our board of directors. | | | |

  26. Class III Directors

    | Michael T. Viola | Director Age: 39 | Board Committees • N&CG • Risk | Director Since 2016 | | BACKGROUND Mr. Viola became a member of our board of directors in April 2016 and was appointed Chairman in April 2023. Mr. Viola previously served the Company in a variety of roles since 2010, most recently as a senior trader focused on foreign exchange products and global commodities. Since 2016, Mr. Viola has served as the President of the Viola family’s private investment office, located in New York City. In addition, Mr. Viola previously served as a member of the board of directors of Independent Bank Group, Inc., a bank holding company, (Nasdaq: IBTX), prior to its merger with SouthState Corporation in 2025, and serves on the boards of several other private companies and non-profit organizations. Mr. Viola holds a B.S. in Finance from Pepperdine University. QUALIFICATIONS Mr. Viola’s significant experience in electronic market making and his experience as the director of another public company adds significant value to our board of directors. | | | |

  27. Class III Directors

    | 10 | 2026 Proxy Statement |

  28. Family Relationships of Directors and Executive Officers

    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.

  29. Family Relationships of Directors and Executive Officers

    | 2026 Proxy Statement | 13 |

  30. Compensation Program Objectives

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

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

    | Compensation Element | Brief Description | Objectives | | Base Salary | Fixed compensation. | Provide a competitive, fixed level of cash compensation to attract and retain talented and skilled executives. | | Annual Cash Bonus | Variable, performance-based cash compensation earned based on financial and individual performance. | Retain and motivate executives to achieve or exceed financial goals and Company objectives. | | Annual Equity Awards | Equity and equity-based compensation that is subject to vesting based on (i) continued employment, and (ii) for certain NEOs, achievement of pre-established financial and operational goals. | The mix of equity and equity-based awards with time-based vesting assists in retention of key talent while also rewarding executives for exceptional performance. | | Employee Benefits and Perquisites | Participation in all broad-based employee health and welfare programs and retirement plans. | Aid in retention of key executives in a highly competitive market for talent by providing an overall competitive benefits package. |

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

    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

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

    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

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

    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:

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

    | Name | Cash | Restricted Stock Units | Common Stock | Total 2025 Variable Incentive Compensation | | Aaron Simons | $2,130,500 | $1,278,300 | $852,200 | $4,261,000 | | Joseph Molluso | $1,500,000 | $900,000 | $600,000 | $3,000,000 | | Brett Fairclough | $1,500,000 | $900,000 | $600,000 | $3,000,000 | | Stephen Cavoli | $1,500,000 | $900,000 | $600,000 | $3,000,000 | | Cindy Lee | $550,000 | $330,000 | $220,000 | $1,100,000 |

  36. Annual Equity Awards

    Annual Equity Awards

  37. CEO 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.

  38. Other Executive Equity Awards

    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

  39. Other Executive Equity Awards

    | 2026 Proxy Statement | 27 |

  40. Other Executive Equity Awards

    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.

  41. Severance Protection

    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.

  42. Taxation of Executive Compensation

    | Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation | Total | | Aaron Simons CEO | 2025 | $850,000 | $1,065,250 | $6,246,625 | $1,065,250 | $7,500,000(5) | $16,727,125 | | Douglas A. Cifu Former CEO | 2025 | $704,545 | $— | $6,013,500 | $— | $20,561,573(6) | $27,279,619 | | | 2024 | $1,200,000 | $1,500,000 | $5,527,500 | $1,500,000 | $135,932(7) | $9,863,432 | | | 2023 | $1,200,000 | $1,031,250 | $4,974,000 | $1,031,250 | $15,365(7) | $8,251,865 | | Joseph Molluso Co-President and Co-Chief Operating Officer | 2025 | $600,000 | $750,000 | $4,506,750 | $750,000 | $— | $6,606,750 | | | 2024 | $600,000 | $750,000 | $2,763,750 | $750,000 | $— | $4,863,750 | | | 2023 | $600,000 | $475,000 | $2,405,750 | $475,000 | $— | $3,955,750 | | Brett Fairclough Co-President and Co-Chief Operating Officer | 2025 | $600,000 | $750,000 | $4,506,750 | $750,000 | $— | $6,606,750 | | | 2024 | $600,000 | $750,000 | $2,763,750 | $750,000 | $— | $4,863,750 | | | 2023 | $600,000 | $475,000 | $2,405,750 | $475,000 | $383,814(8) | $4,339,564 | | Stephen Cavoli Executive Vice President, Markets | 2025 | $600,000 | $750,000 | $4,506,750 | $750,000 | $15,091(9) | $6,621,841 | | | 2024 | $600,000 | $750,000 | $2,763,750 | $750,000 | $— | $4,863,750 | | | 2023 | $600,000 | $437,500 | $2,330,750 | $437,500 | $— | $3,805,750 | | Cindy Lee Chief Financial Officer | 2025 | $400,000 | $550,000 | $2,554,500 | $— | $— | $3,504,500 | | | 2024 | $327,083 | $466,690 | $1,181,110 | $— | $— | $1,974,883(10) |

  43. Taxation of Executive Compensation

    | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(3) | | | Average Summary Compensation Table Total for non-CEO Named Executive Officers(2) | Average Compensation Actually Paid to non-CEO Named Executive Officers(4) | Value of Initial Fixed $100 Investment Based On:(5) | | Net Income | Adjusted EBITDA (Company – Selected Measure)(7) | | | | | Summary Compensation Table Total for prior CEO(1) | Compensation Actually Paid to the prior CEO(3) | | | Total Shareholder Return | Peer Group Total Shareholder Return(6) | | | | 2025 | 16,727,125 | 16,178,080 | 27,279,619 | 30,518,416 | 5,834,960 | 4,553,557 | $132.38 | $271.54 | $912,264 | $1,399,223 | | 2024 | | | 9,863,432 | 15,209,440 | 3,493,227 | 5,200,672 | $142.79 | $213.95 | $534,535 | $918,685 | | 2023 | | | 8,251,865 | 9,129,803 | 3,269,016 | 3,564,802 | $80.49 | $147.59 | $263,921 | $567,767 | | 2022 | | | 12,052,261 | 8,565,816 | 3,452,212 | 1,959,138 | $81.09 | $118.95 | $468,332 | $859,123 | | 2021 | | | 10,107,261 | 14,939,149 | 3,309,375 | 3,033,721 | $114.54 | $128.94 | $827,234 | $1,301,233 |

  44. Taxation of Executive Compensation

    | 2026 Proxy Statement | 31 |

  45. Taxation of Executive Compensation

    Mr. Simons was appointed as our CEO on August 1, 2025. Mr. Cifu was our CEO for each of the years 2021-2024, and for 2025 until August 1. (2) Our non-CEO NEOs consisted of (i) Messrs. Molluso, Fairclough and Cavoli for each of the years presented, as well as Ms. Lee for 2025 and 2024 and former CFO Mr. Sean P. Galvin for 2024, 2023, 2022 and 2021. (3) Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. The table below set forth each adjustment made during each year presented in the table to calculate the compensation “actually paid” to our CEO during each year in the table:

  46. Taxation of Executive Compensation

    | CEO | 2025 (Mr. Simons) | 2025 (Mr. Cifu) | 2024 (Mr. Cifu) | 2023 (Mr. Cifu) | 2022 (Mr. Cifu) | 2021 (Mr. Cifu) | | Summary Compensation Table Total | 16,727,125 | 27,279,619 | 9,863,432 | 8,251,865 | 12,052,261 | 10,107,261 | | Less, value of “Stock Awards,” as reported in Summary Compensation Table | (6,246,625) | (6,013,500) | (5,527,500) | (4,974,000) | (7,889,500) | (6,590,500) | | Plus, year-end fair value of outstanding and unvested awards granted in the year | 2,271,958 | 6,503,531 | 7,953,051 | 4,604,182 | 4,057,161 | 3,706,982 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | 2,963,816 | 1,207,671 | 818,903 | 999,677 | 1,009,158 | 6,914,549 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | (171,456) | (175,466) | 2,201,421 | (7,591) | (371,530) | 251,656 | | Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | 462,329 | 1,415,628 | (467,167) | (127,421) | (597,694) | 229,648 | | Plus, dividends or other earnings paid during covered year, prior to vesting date of award | 170,933 | 300,933 | 367,300 | 383,092 | 305,960 | 319,551 | | Compensation “Actually Paid” to CEO | 16,178,080 | 30,518,416 | 15,209,440 | 9,129,803 | 8,565,816 | 14,939,149 |

  47. Taxation of Executive Compensation

    Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. The table below set forth each adjustment made during each year presented in the table to calculate the average compensation “actually paid” to our non-CEO NEO’s during each year in the table:

  48. Taxation of Executive Compensation

    | 32 | 2026 Proxy Statement |

  49. Taxation of Executive Compensation

    | Non-CEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | 5,834,960 | 3,493,227 | 3,269,016 | 3,452,212 | 3,309,375 | | Less, value of “Stock Awards,” as reported in Summary Compensation Table | (4,018,688) | (1,934,468) | (1,841,807) | (2,032,213) | (1,786,875) | | Plus, year-end fair value of outstanding and unvested awards granted in the year | 1,645,383 | 2,670,875 | 1,717,954 | 638,834 | 563,080 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | 476,359 | 256,760 | 369,392 | 414,794 | 385,950 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | (144,297) | 756,036 | (4,106) | (620,849) | 307,181 | | Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | 570,522 | (158,812) | (56,921) | 4,997 | 117,898 | | Less, fair value of awards granted prior to covered year that were forfeited during covered year | — | — | — | — | | | Plus, dividends or other earnings paid during covered year, prior to vesting date of award | 189,318 | 117,054 | 111,276 | 101,362 | 137,112 | | Average Compensation “Actually Paid” to Non-CEO NEOs | 4,553,557 | 5,200,672 | 3,564,802 | 1,959,138 | 3,033,721 |

  50. Taxation of Executive Compensation

    (5) Assumes $100 was invested in our Class A Common Stock on December 31, 2020, and that dividends were reinvested on the date of payment without payment of any commissions or consideration of income taxes. (6) The peer group indices used by the Company consists of the NYSE Arca Securities Broker/Dealer Index. The calculation assumes $100 was invested in our Class A Common Stock on December 31, 2020, and that dividends were reinvested on the date of payment without payment of any commissions or consideration of income taxes. (7) “EBITDA” and “Adjusted EBITDA” are non-GAAP financial measures of financial performance. “EBITDA” measures our operating performance by adjusting net income to exclude Financing interest expense on long-term borrowings, Debt issue cost related to debt refinancing, prepayment, and commitment fees, Depreciation and amortization, Amortization of purchased intangibles and acquired capitalized software, and Income tax expense, and “Adjusted EBITDA” measures our operating performance by further adjusting EBITDA to exclude severance, transaction advisory fees and expenses, termination of office leases, charges related to share-based compensation and other expenses, which includes reserves for legal matters, COVID-19 one-time costs and donations for 2020, 2021 and 2022 and Other, net, which includes gains and losses from strategic investments and the sales of businesses. Reconciliations of Net Income to EBITDA and Adjusted EBITDA are available at https://ir.virtu.com/financials-and-filings/quarterly-results/default.aspx.

  51. Relationship Between “Compensation Actually Paid” and Performance

    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:

  52. Relationship Between “Compensation Actually Paid” and Performance

    | 2026 Proxy Statement | 33 |

  53. Relationship Between “Compensation Actually Paid” and Performance

    CAP versus Total Shareholder Return The chart below shows the relationship between the CEO and other NEOs’ CAP amounts and the Company’s TSR. This is primarily due to the Company’s use of annual and long-term equity incentives, the value of which are tied directly to stock price performance and the Company’s financial performance.

  54. Relationship Between “Compensation Actually Paid” and Performance

    | 34 | 2026 Proxy Statement |

  55. Relationship Between “Compensation Actually Paid” and Performance

    CAP versus Annual Net Income The chart below shows the relationship between the CEO and other NEOs’ CAP amounts and the Company’s Net Income. This is primarily due to the Company’s use of quantitative financial performance metrics in determining annual bonus compensation of its NEOs.

  56. Relationship Between “Compensation Actually Paid” and Performance

    | 2026 Proxy Statement | 35 |

  57. Relationship Between “Compensation Actually Paid” and Performance

    CAP versus Annual Adjusted EBITDA The chart below shows the relationship between the CEO and other NEOs’ CAP amounts and the Company’s Adjusted EBITDA. This is primarily due to the Company’s use of quantitative financial performance metrics in determining annual bonus compensation of its NEOs. Most Important Financial Performance Measures The following provides a list of the financial performance measures that we believe are the most important financial performance measures used to link the compensation awarded to our NEOs to the Company’s performance. For more information, please see the “Executive Compensation — Compensation Discussion and Analysis” section above. 1. Annual Adjusted EBITDA 2. Adjusted Net Trading Income 3. Adjusted Operating Expenses

  58. Estimated Payments Upon Termination of Employment or Change in Control

    Estimated Payments Upon Termination of Employment or Change in Control Assuming each NEO’s termination of employment occurred on December 31, 2025, or a change in control occurred on December 31, 2025, the dollar value of the payments and other benefits to be provided to each of the NEOs are estimated in the table below.

  59. Estimated Payments Upon Termination of Employment or Change in Control

    | 2026 Proxy Statement | 49 |

  60. Estimated Payments Upon Termination of Employment or Change in Control

    | Name | Death, Disability, Termination Without Cause or for Good Reason ($) | Death, Disability, Termination Without Cause or for Good Reason 60 Days Prior to or 24 Months Following a Change in Control ($) | Non-Renewal by the Company ($) | Non-Renewal by the Company 60 Days Prior to or 24 Months Following a Change in Control ($) | Resignation without Good Reason | | Aaron Simons | | | | | | | Severance | 6,191,507(1) | 11,875,890(2) | 6,191,507(1) | 11,875,890(2) | — | | Restricted Stock | 9,996,000(3) | 9,996,000(3) | 9,996,000(3) | 9,996,000(3) | — | | Stock Options | — | — | — | — | — | | Douglas A. Cifu | | | | | | | Severance | 26,575,073(4) | — | — | | — | | Restricted Stock | — | — | — | — | — | | Stock Options | — | — | — | — | — | | Joseph Molluso | | | | | | | Severance | 1,459,110(1) | 9,324,247(2) | 1,459,110(1) | 9,324,247(2) | — | | Restricted Stock | 4,998,000(5) | 4,998,000(5) | 4,998,000(5) | 4,998,000(5) | — | | Stock Options | — | — | — | — | — | | Brett Fairclough | | | | | | | Severance | 780,411(1) | 9,173,425(2) | 780,411(1) | 9,173,425(2) | — | | Restricted Stock | 4,998,000(5) | 4,998,000(5) | 4,998,000(5) | 4,998,000(5) | — | | Stock Options | — | — | — | — | — | | Stephen Cavoli | | | | | | | Severance | 1,459,110(1) | 9,324,247(2) | 1,459,110(2) | 9,324,247(2) | — | | Restricted Stock | 4,998,000(5) | 4,998,000(5) | 4,998,000(5) | 4,998,000(5) | — | | Stock Options | — | — | — | — | — | | Cindy Lee | | | | | | | Severance | — | — | — | — | — | | Restricted Stock | — | — | — | — | — | | Stock Options | — | — | — | — | — |

  61. Estimated Payments Upon Termination of Employment or Change in Control

    (1) Represents a cash severance payment of an amount equal to the greater of (i) base salary and continued health, dental, vision and life insurance benefits through the remainder of applicable employment term and (ii) 12 months of base salary health, dental, vision and life insurance benefits. (2) Represents a cash severance payment of an amount equal to (i) 2.5 times the sum of (a) executive’s base salary and (b) the most recently awarded annual bonus and (ii) continued health, dental, vision and life insurance benefits for twenty-four months. (3) Represents the value of (i) accelerated vesting of a pro rata portion of all of the shares underlying his then-current annual equity grant based on shares earned, which was 150,000, and (ii) a grant of 150,000 shares of Class A common stock. (4) Represents the actual cash severance paid to Mr. Cifu in connection with his separation and retirement from the Company on August 1, 2025 pursuant to the terms of his separation agreement with the Company, in addition to $12,319,500 of fully vested shares of our Class A common stock, as more fully detailed above in the footnotes to the Summary Compensation Table. Represents the value of (i) accelerated vesting of a pro rata portion of all of the shares underlying his special equity award, which is 75,000, and (ii) a grant of 75,000 shares of Class A common stock.

  62. Estimated Payments Upon Termination of Employment or Change in Control

    | 50 | 2026 Proxy Statement |

  63. Estimated Payments Upon Termination of Employment or Change in Control

    CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Act, we are providing the following information about the relationship of the annual total compensation of our CEO, Mr. Aaron Simons, and the annual total compensation of our median employee. For the year ended December 31, 2025: • The median of the annual total compensation of all employees of our Company (other than our CEO) was approximately $310,000; • The annual total compensation of our CEO was $16,727,125 (as disclosed in the Summary Compensation Table herein); and • Based on this information, the ratio of the annual total compensation of our CEO to the median employee was 54 to 1. To determine the median of the annual total compensation of all employees of the Company (other than our CEO), we identified our total employee population as of December 31, 2025, which consisted of approximately 1,010 individuals, all of which were full-time employees. We determined the median based on each employee’s annual base pay as of December 31, 2025, plus the variable incentive compensation award they received in 2026 for the 2025 performance year. Variable incentive compensation consisted of cash bonuses and/or the fair value of stock awards granted under the 2015 Plan at the grant date. The annual total compensation of the median employee presented above is a reasonable estimate calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Hedging Policy The Company’s Securities Trading Policy discourages speculative hedging transactions, but permits directors, officers and employees of the Company to enter into long-term (six-month or longer) hedging transactions relating to shares of common stock or stock options of the Company, subject to pre-clearance pursuant to the Securities Trading Policy. Clawback Policy The SEC adopted final rules in October 2022 to implement Section 954 of the Dodd-Frank Act, which mandates national securities exchanges and associations to establish listing standards requiring all listed companies to adopt and comply with compensation recovery (clawback) policies for incentive-based compensation received by current and former executive officers based on financial statements that are subsequently restated, and to disclose their clawback policies in accordance with SEC rules. On February 22, 2023, Nasdaq proposed its clawback listing standards that generally align with the SEC’s adopted clawback rules and require listed companies to file clawback-related disclosure in applicable SEC filings. In light of Nasdaq’s adoption of its clawback listing standards and prior to our relisting on NYSE in June 2025, we adopted a new clawback policy, filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, that complies with the new SEC, Nasdaq and NYSE listing standards, and provides that the Company shall recover certain incentive-based compensation of our current and former executive officers in the event the Company is required to prepare a qualifying accounting restatement.

  64. Estimated Payments Upon Termination of Employment or Change in Control

    | 2026 Proxy Statement | 51 |

  65. Estimated Payments Upon Termination of Employment or Change in Control

    Compensation of Directors The compensation payable to our non-employee directors consisted of the following during the year ended December 31, 2025: • an award of restricted stock units valued at $150,000 at the time of grant upon reelection at each subsequent annual meeting of stockholders. The restricted stock units vest on the one-year anniversary of the date of grant; • an annual cash retainer of $100,000, with no additional fees paid for board of director and committee meetings attended; • an annual cash retainer of $150,000 for the non-executive chairman of the board of directors, $40,000 for the chair of the Audit Committee, $30,000 for the chair of the Compensation Committee, $30,000 for the chair of the Nominating and Corporate Governance Committee and $30,000 for the chair of the Risk Committee; and • an annual cash retainer of $20,000 for members of the Audit Committee, $15,000 for members of the Compensation Committee, $15,000 for members of the Nominating and Corporate Governance Committee, and $15,000 for members of the Risk Committee. After four years of service, non-employee directors must maintain a minimum stock ownership equal to $225,000. The following table sets forth compensation earned by our directors during the year ended December 31, 2025.

  66. Estimated Payments Upon Termination of Employment or Change in Control

    | Name | Fees Earned or Paid in Cash ($)(1) | Equity Award(s)(2)(3) | All Other Compensation ($) | Total ($) | | Aaron Simons | — | — | | — | | Douglas A. Cifu | — | — | | — | | William F. Cruger, Jr | 155,000 | 150,000 | — | 305,000 | | Virginia Gambale | 130,000 | 150,000 | — | 280,000 | | Joseph J. Grano, Jr. | 135,000 | 150,000 | — | 285,000 | | Joanne M. Minieri | 135,000 | 150,000 | — | 285,000 | | John D. Nixon | 185,000 | 150,000 | — | 335,000 | | Christopher C. Quick | 145,000 | 150,000 | — | 295,000 | | David Urban | 130,000 | 150,000 | — | 280,000 | | Michael T. Viola | 295,000 | 150,000 | — | 445,000 | | Vincent Viola(4) | — | — | — | — |

  67. Estimated Payments Upon Termination of Employment or Change in Control

    (1) The amounts reported in this column represent the fees allocable to fiscal year 2025. (2) The amounts reported in this column represents the grant date fair value calculated in accordance with FASB ASC Topic 718 with respect to the grant of restricted stock units. 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, 2024, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (3) As of December 31, 2025, Mmes. Gambale and Minieri, and Messrs. Cruger, Grano, Nixon, Quick, Urban, and Michael Viola each held 3,392 unvested restricted stock units of the Company. For outstanding equity awards held by Messrs. Simons and. Cifu, please see “Outstanding Equity Awards at End of Fiscal Year 2025” above. Mr. Vincent Viola does not receive any compensation for serving on the board of directors.

  68. Estimated Payments Upon Termination of Employment or Change in Control

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  69. Estimated Payments Upon Termination of Employment or Change in Control

    Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm Our Audit Committee has appointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholder ratification of the appointment of PricewaterhouseCoopers LLP is not required by law. If the stockholders do not ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee will reconsider the appointment. Even if the stockholders ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee retains the discretion to appoint a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of Virtu and its stockholders. Representatives of PricewaterhouseCoopers LLP are expected to attend the Annual Meeting, will have an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

  70. AUDIT COMMITTEE

    Mr. Viola is the manager of Virtu Employee Holdco, a vehicle that holds Virtu Financial Units on behalf of certain directors and key employees, and exercises dispositive control and voting control over the 3,256,634 shares of Class A common stock issuable upon the exchange of Virtu Financial Units and corresponding shares of Class C common stock held by Virtu Employee Holdco (including both vested and unvested Virtu Financial Units and corresponding shares of Class C common stock), which represents 2.1% of the shares of Class A common stock on a fully exchanged and converted basis as of April 6, 2026. Mr. Viola disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein. (5) Based upon statements in the Schedule 13G filed by BlackRock, Inc. (“BlackRock”) on April 30, 2025. BlackRock has (i) sole voting power over 9,380,323 shares of Class A common stock and (ii) sole dispositive power over 9,633,953 shares of Class A common stock. The aggregate amount of Class A common stock beneficially owned by BlackRock represents 6.2% of the shares of Class A common stock on a fully exchanged and converted basis as of April 6, 2026. The address of BlackRock is 50 Hudson Yards, New York, NY 10001. (6) Based upon statements in the Schedule 13G/A filed by The Vanguard Group (“Vanguard”) on October 31, 2025. Vanguard has (i) shared voting power over 482,257 shares of Class A common stock; (ii) sole dispositive power over 9,414,857 shares of Class A common stock; and (iii) shared dispositive power over 584,771 shares of Class A common stock. The aggregate amount of Class A common stock beneficially owned by Vanguard represents 6.5% of the shares of Class A common stock on a fully exchanged and converted basis as of April 6, 2026. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355. (7) Based upon statements in the Schedule 13G/A filed by FMR LLC (“FMR”) on May 9, 2025. FMR has (i) sole voting power over 4,865,867 shares of Class A common stock and (ii) sole dispositive power over 4,925,203.21 shares of Class A common stock. The aggregate amount of Class A common stock beneficially owned by FMR represents 3.2% of the shares of Class A common stock on a fully exchanged and converted basis as of April 6, 2026. The address of FMR is 245 Summer Street, Boston, Massachusetts 02210. (8) The Class A common stock owned by Mr. Simons is comprised of (i) 520,184 shares of Class A common stock issuable upon the exchange of Virtu Financial Units and corresponding shares of Class C common stock held by Virtu Employee Holdco on behalf of Mr. Simons and (ii) 85,609 shares of Class A common stock owned directly by Mr. Simons. (9) The Class A common stock owned by Mr. Cifu is comprised of (i) 2,830,742 shares of Class A common stock issuable upon the exchange of Virtu Financial Units and corresponding shares of Class C common stock held by DAC Investment LLC, owned by Mr. Cifu and Melissa L. Cifu, Mr. Cifu’s wife and (ii) 819,804 shares of Class A common stock issuable upon the exchange of Virtu Financial Units and corresponding shares of Class C common stock held by Melissa L. Cifu, as Trustee of the Cifu 2025 GST Trust (the “Cifu 2025 GST Trust”). Mr. Cifu may be deemed to beneficially own the shares held by the Cifu 2025 GST Trust by virtue of his relationship with Mrs. Cifu. (10) Includes Virtu Financial Units and corresponding shares of Class C common stock held by Virtu Employee Holdco on behalf of such person that have vested or will vest within the next 60 days. The Class A common stock owned by Mr. Molluso is comprised of (i) 326,585 shares of Class A common stock and (ii) 7,531 deferred stock units which will be settled in shares of Class A common stock upon the expiration of a specified deferral period or an earlier triggering event.

  71. Consideration of Stockholder Recommended Director Nominees

    Consideration of Stockholder Recommended Director Nominees Our Nominating and Corporate Governance Committee will consider director nominee recommendations submitted by our stockholders. Stockholders who wish to recommend a director nominee must submit their suggestions in the manner set forth in our bylaws as described above to our principal executive offices at Virtu Financial, Inc., 1633 Broadway, New York, New York 10019, Attn: Secretary. As required by our bylaws, stockholders should include the name, biographical information and other relevant information relating to the recommended director nominee, including, among other things, information that would be required to be included in the proxy statement filed in accordance with applicable rules under the Exchange Act and the written consent of the director nominee to be named as a nominee and to serve as a director if elected, among other requirements set forth in our bylaws. Evaluation of any such recommendations is the responsibility of the Nominating and Corporate Governance Committee. In the event of any stockholder recommendations, the Nominating and Corporate Governance Committee will evaluate the persons recommended in the same manner as other candidates.

  72. Consideration of Stockholder Recommended Director Nominees

    | 66 | 2026 Proxy Statement |

  73. Consideration of Stockholder Recommended Director Nominees

    Additional Information