Financial Analysis

Commitments, Contingencies and Guarantees Legal and Regulatory Proceedings In the ordinary course of business, the nature of the Companys business subjects it to claims, lawsuits, regulatory examinations or investigations and other proceedings, any of which could result in the imposition of fines, penalties or other sanctions against the Company. The Company and its subsidiaries are subject to several of these matters at the present time. As previously disclosed in prior regulatory filings, the U.S. Securities and Exchange Commission (SEC) undertook an investigation of aspects of the Companys internal information access barriers. The Company cooperated with this civil investigation and engaged in settlement discussions but was unable to reach a settlement. In September 2023, the SEC filed an action against the Company in federal court in the Southern District of New York, alleging violations of federal securities laws with respect to the Companys information barriers policies and procedures for a specified time period in and around January 2018 to April 2019 and related statements made by the Company during such period. In December 2025, the matter was resolved as the Company voluntarily consented to the entry of a final order without admitting or denying the SECs allegations with respect to its policies and procedures. Pursuant to the order, the Company paid a penalty in the amount of $2.5 million and consented to an injunction with respect to violations of Section 15(g) of …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Borrowings Short-term Borrowings, net The following summarizes the Companys short-term borrowing balances outstanding, net of related debt issuance costs, with each described in further detail below. June 30, 2026 (in thousands) Borrowing Outstanding Deferred Debt Issuance Cost Short-term Borrowings, net Broker-dealer credit facilities $ 325,000 $ (1,418) $ 323,582 Short-term bank loans 30,359 30,359 $ 355,359 $ (1,418) $ 353,941 December 31, 2025 (in thousands) Borrowing Outstanding Deferred Debt Issuance Cost Short-term Borrowings, net Broker-dealer credit facilities $ 10,000 $ $ 10,000 Short-term bank loans 2,382 2,382 $ 12,382 $ $ 12,382 Broker-Dealer Credit Facilities The Company is a party to two secured credit facilities with a financial institution to finance overnight securities positions purchased as part of its ordinary course U.S. broker-dealer market making activities. One of the facilities (the Uncommitted Facility) is provided on an uncommitted basis with an aggregate borrowing limit of $400 million, and is collateralized by VALs trading and deposit account maintained at the financial institution. The second credit facility (the Committed Facility) with the same financial institution has a borrowing limit of $650 million. The Committed Facility consists of two borrowing bases: Borrowing Base A Loan is to be used to finance the purchase and settlement of securities; Borrowing Base B Loan is to be used to fund margin deposit with the National Securities Clearing …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following tables present the Companys revenue from contracts with customers disaggregated by service, and timing of revenue recognition, reconciled to the Companys segments, for the three and six months ended June 30, 2026 and 2025: Three Months Ended June 30, 2026 (in thousands) Market Making Execution Services Corporate Total Revenues from contracts with customers: Commissions, net $ 15,944 $ 127,565 $ $ 143,509 Workflow technology 26,835 26,835 Analytics 9,201 9,201 Total revenue from contracts with customers 15,944 163,601 179,545 Other sources of revenue 993,230 9,860 7,318 1,010,408 Total revenues $ 1,009,174 $ 173,461 $ 7,318 $ 1,189,953 Timing of revenue recognition: Services transferred at a point in time $ 1,009,174 $ 154,604 $ 7,318 $ 1,171,096 Services transferred over time 18,857 18,857 Total revenues $ 1,009,174 $ 173,461 $ 7,318 $ 1,189,953 Three Months Ended June 30, 2025 (in thousands) Market Making Execution Services Corporate Total Revenues from contracts with customers: Commissions, net $ 14,414 $ 104,467 $ $ 118,881 Workflow technology 25,433 25,433 Analytics 9,545 9,545 Total revenue from contracts with customers 14,414 139,445 153,859 Other sources of revenue 772,179 75,043 (1,508) 845,714 Total revenues $ 786,593 $ 214,488 $ (1,508) $ 999,573 Timing of revenue recognition: Services transferred at a point in time $ 786,593 $ 196,144 $ (1,508) $ 981,229 Services transferred over time 18,344 18,344 Total revenues $ 786,593 $ 214,488 $ (1,508) $ 999,57 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

Share-based Compensation Pursuant to the Second Amended and Restated 2015 Management Incentive Plan as described in Note 19 Capital Structure, and in connection with the IPO, non-qualified stock options to purchase shares of Class A Common Stock were granted, each of which vests in equal annual installments over a period of 4 years from grant date and expires not later than 10 years from the date of grant. There were no options outstanding as of June 30, 2025. The following table summarizes activity related to stock options for the six months ended June 30, 2025. There was no such activity for the six months ended June 30, 2026. Options Outstanding Options Exercisable Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life Number of Options Weighted Average Exercise Price Per Share At December 31, 2024 813,750 $ 19.00 0.24 813,750 $ 19.00 Granted Exercised (813,750) 19.00 (813,750) 19.00 Forfeited or expired At June 30, 2025 $ 0.00 $ The expected life was determined based on an average of vesting and contractual period. The risk-free interest rate was determined based on the yields available on U.S. Treasury zero-coupon issues. The expected stock price volatility was determined based on historical volatilities of comparable companies. The expected dividend yield was determined based on estimated future dividend payments divided by the IPO stock price. Class A Common Stock, Restricted Stock Units and Restricted Stock Awards Pursu …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Financial Instruments and Fair Value Measurements Fair Value The fair value of equities, options, on-the-run U.S. government obligations, certain exchange traded notes, USDC, and digital assets is estimated using recently executed transactions and market price quotations in active markets and are categorized as Level 1 with the exception of inactively traded equities, all other exchange traded notes and certain other financial instruments, which are categorized as Level 2. The Companys corporate bonds, derivative contracts, other U.S. and non-U.S. government obligations and receivables and payables linked to digital assets have been categorized as Level 2. Fair value of the Companys derivative contracts is based on the indicative prices obtained from a number of banks and broker-dealers, as well as managements own analyses. The indicative prices have been independently validated through the Companys risk management systems, which are designed to check prices with information independently obtained from exchanges and venues where such financial instruments are listed or to compare prices of similar instruments with similar maturities for listed financial futures in foreign exchange. The Company prices certain financial instruments held for trading at fair value based on theoretical prices, which can differ from quoted market prices. The theoretical prices reflect price adjustments primarily caused by the fact that the Company continuously prices its financial instruments based …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill and Intangible Assets The Company has two operating segments: (i) Market Making; and (ii) Execution Services; and one non-operating segment: Corporate. As of June 30, 2026 and December 31, 2025, the Companys total amount of goodwill recorded was $1,148.9 million. No goodwill impairment was recognized during the three and six months ended June 30, 2026 and 2025. The following table presents the details of goodwill by segment as of June 30, 2026 and December 31, 2025: (in thousands) Market Making Execution Services Corporate Total Balance as of period-end $ 755,292 $ 393,634 $ $ 1,148,926 As of June 30, 2026 and December 31, 2025, the Companys total amount of intangible assets recorded was $131.4 million and $154.9 million, respectively. Acquired intangible assets consisted of the following as of June 30, 2026 and December 31, 2025: As of June 30, 2026 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Lives (Years) Customer relationships $ 479,130 $ (351,959) $ 127,171 10 to 12 Technology 136,000 (136,000) 1 to 6 Favorable occupancy leases 5,895 (5,699) 196 3 to 15 Exchange memberships 3,998 3,998 Indefinite Trade name 3,600 (3,600) 3 ETF issuer relationships 950 (950) 9 ETF buyer relationships 950 (950) 9 $ 630,523 $ (499,158) $ 131,365 As of December 31, 2025 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Useful Lives (Years) Customer relationships $ 479,130 $ (328,411) $ 150,719 10 to 12 Techn …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Income Taxes The Company is subject to U.S. federal, state and local income tax at the rate applicable to corporations for the share of income that is not attributable to the noncontrolling interest in Virtu Financial. These noncontrolling interests are subject to U.S. taxation at the partner level. Accordingly, for the three and six months ended June 30, 2026 and 2025, the income attributable to these noncontrolling interests was reported in the Condensed Consolidated Statements of Comprehensive Income, but the related U.S. income tax expense attributable to these noncontrolling interests was not reported by the Company as it is the obligation of the individual partners. The Companys non-U.S. subsidiaries are subject to foreign income taxes in the jurisdictions in which they operate. The Companys provisions for income taxes and effective tax rates were $57.6 million, and 16.8%, and $54.0 million, and 15.6% for the three months ended June 30, 2026 and 2025, respectively, and $120.6 million, and 16.0%, and $88.1 million, and 15.4% for the six months ended June 30, 2026 and 2025, respectively. Income tax expense is also affected by the differing effective tax rates in foreign, state and local jurisdictions where certain of the Companys subsidiaries are subject to corporate taxation. Included in Other assets on the Condensed Consolidated Statements of Financial Condition at June 30, 2026 and December 31, 2025 are current income tax receivables of $46.0 million and $36.8 million, …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases The Company primarily enters into lessee arrangements for corporate office space, data centers, and technology equipment. For more information on lease accounting, see Note 2 Summary of Significant Accounting Policies and Note 17 Leases to the Consolidated Financial Statements of the Companys 2025 Annual Report on Form 10-K. Lease assets and liabilities are summarized as follows: (in thousands) Financial Statement Location June 30, 2026 December 31, 2025 Operating leases Operating lease right-of-use assets Operating lease right-of-use assets $ 206,388 $ 213,707 Operating lease liabilities Operating lease liabilities 253,198 261,169 Finance leases Property and equipment, at cost Property, equipment, and capitalized software, net 47,802 36,611 Accumulated depreciation Property, equipment, and capitalized software, net (21,847) (17,703) Finance lease liabilities Accounts payable, accrued expenses, and other liabilities 27,045 19,984 Weighted average remaining lease term and discount rate are as follows: June 30, 2026 December 31, 2025 Weighted average remaining lease term Operating leases 4.45 years 4.40 years Finance leases 2.56 years 2.58 years Weighted average discount rate Operating leases 5.93 % 5.95 % Finance leases 5.31 % 5.83 % The components of lease expense are as follows: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2026 2025 2026 2025 Operating lease cost: Fixed $ 19,466 $ 17,700 $ 37,994 $ 35,231 Variable 2,387 1,594 4,769 3,050 Impair …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Accounting Pronouncements Not Yet Adopted as of June 30, 2026 Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures - In November 2024 and January 2025, the FASB issued ASU 2024-03 and ASU 2025-01, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40). These ASUs require disclosure of disaggregated information of Income Statement expense captions that include certain costs, such as employee compensation, depreciation, and intangible asset amortization. They also require disclosure of the total amounts of selling expenses, along with an entity's definition of selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of these ASUs, but does not expect them to have a material impact on its Condensed Consolidated Financial Statements and related disclosures. Business Combinations and Consolidation - In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) . This ASU clarifies the requirement for identifying the accounting acquirer in a business combination involving a Variable Interest Entity (VIE). This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. The Company is currently evaluating t …

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Related Party Transactions The Company incurs expenses and maintains balances with its affiliates in the ordinary course of business. As of June 30, 2026 and December 31, 2025 the Company had net payables to its affiliates of $5.8 million and $10.6 million, respectively. The Company has held a minority interest in JNX since 2016 (see Note 10 Financial Instruments and Fair Value Measurements). The Company pays exchange fees to JNX for the trading activities conducted on its proprietary trading system. The Company paid $2.8 million and $3.0 million for the three months ended June 30, 2026 and 2025, respectively, and $5.3 million and $5.5 million for the six months ended June 30, 2026 and 2025, respectively, to JNX for these trading activities. The Company pays monthly use fees and makes certain contributions to a JV in which it holds an interest (see Note 13 Variable Interest Entities). These monthly fees are for the use of communication networks operated by the JV and are recorded within Communications and data processing on the Condensed Consolidated Statements of Comprehensive Income. The Company made payments to the JV of $13.5 million and $7.2 million for the three months ended June 30, 2026 and 2025, respectively, and $24.5 million and $14.4 million for the six months ended June 30, 2026 and 2025, respectively. The Company has an interest in Members Exchange, a member-owned equities exchange. The Company pays regulatory and transaction fees and receives rebates from tradi …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

Revenues from Contracts with Customers For more information on revenue recognition and the nature of services provided, see Note 2 Summary of Significant Accounting Policies and Note 14 Revenues from Contracts with Customers to the Consolidated Financial Statements of the Companys 2025 Annual Report on Form 10-K. Disaggregation of Revenues The following tables present the Companys revenue from contracts with customers disaggregated by service, and timing of revenue recognition, reconciled to the Companys segments, for the three and six months ended June 30, 2026 and 2025: Three Months Ended June 30, 2026 (in thousands) Market Making Execution Services Corporate Total Revenues from contracts with customers: Commissions, net $ 15,944 $ 127,565 $ $ 143,509 Workflow technology 26,835 26,835 Analytics 9,201 9,201 Total revenue from contracts with customers 15,944 163,601 179,545 Other sources of revenue 993,230 9,860 7,318 1,010,408 Total revenues $ 1,009,174 $ 173,461 $ 7,318 $ 1,189,953 Timing of revenue recognition: Services transferred at a point in time $ 1,009,174 $ 154,604 $ 7,318 $ 1,171,096 Services transferred over time 18,857 18,857 Total revenues $ 1,009,174 $ 173,461 $ 7,318 $ 1,189,953 Three Months Ended June 30, 2025 (in thousands) Market Making Execution Services Corporate Total Revenues from contracts with customers: Commissions, net $ 14,414 $ 104,467 $ $ 118,881 Workflow technology 25,433 25,433 Analytics 9,545 9,545 Total revenue from contracts with customers 1 …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Geographic Information and Business Segments The Company has two operating segments: (i) Market Making and (ii) Execution Services; and one non-operating segment: Corporate. The Market Making segment principally consists of market making in the cash, futures, and options markets across global equities, fixed income, currencies, cryptocurrencies, and commodities. As a market maker, the Company commits capital on a principal basis by offering to buy securities from, or sell securities to, broker-dealers, banks and institutions. The Company engages in principal trading in the Market Making segment direct to clients as well as in a supplemental capacity on exchanges, Electronic Communications Networks (ECNs) and alternative trading systems (ATSs). The Company is an active participant on all major global equity and futures exchanges and also trades on substantially all domestic electronic options exchanges. As a complement to electronic market making, the cash trading business handles specialized orders and also transacts on the OTC Link ATS operated by OTC Markets Group Inc. The Execution Services segment comprises client-based trading and trading venues, offering execution services in global equities, options, futures and fixed income on behalf of institutions, banks and broker-dealers. The Company earns commissions as an agent on behalf of clients as well as between principals to transactions; in addition, the Company will commit capital on behalf of clients as needed. Client-b …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Summary of Significant Accounting Policies For a detailed discussion of the Company's significant accounting policies, see Note 2 Summary of Significant Accounting Policies in our consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025. Accounting Pronouncements Not Yet Adopted as of June 30, 2026 Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures - In November 2024 and January 2025, the FASB issued ASU 2024-03 and ASU 2025-01, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40). These ASUs require disclosure of disaggregated information of Income Statement expense captions that include certain costs, such as employee compensation, depreciation, and intangible asset amortization. They also require disclosure of the total amounts of selling expenses, along with an entity's definition of selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of these ASUs, but does not expect them to have a material impact on its Condensed Consolidated Financial Statements and related disclosures. Business Combinations and Consolidation - In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) . This ASU clar …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

Capital Structure The Company has four classes of authorized common stock. The Class A Common Stock and the Class C Common Stock have one vote per share. The Class B Common Stock and the Class D Common Stock have 10 votes per share. Shares of the Companys common stock generally vote together as a single class on all matters submitted to a vote of the Companys stockholders. Mr. Vincent Viola together with certain affiliates controls approximately 87.4% of the combined voting power of our common stock as a result of their ownership of our Class A, Class C and Class D Common Stock. The Company holds approximately a 58.1% interest in Virtu Financial at June 30, 2026. During the period prior to the Companys IPO and certain reorganization transactions consummated in connection with the IPO, Class A-2 profits interests and Class B interests in Virtu Financial were issued to Employee Holdco (as defined below) on behalf of certain key employees and stakeholders. In connection with these reorganization transactions, all Class A-2 profits interests and Class B interests were reclassified into Virtu Financial Units. As of June 30, 2026 and December 31, 2025, there were 3,240,583 and 3,402,959 Virtu Financial Units outstanding held by Employee Holdco, respectively, and 162,376 and 367,123 of such Virtu Financial Units and corresponding Class C Common Stock were exchanged into Class A Common Stock, forfeited or repurchased during the six months ended June 30, 2026 and June 30, 2025, respec …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Subsequent Events The Company has evaluated subsequent events for adjustment to or disclosure in its Condensed Consolidated Financial Statements through the date of this report, and has not identified any recordable or disclosable events, not otherwise reported in these Condensed Consolidated Financial Statements or the notes thereto, except for the following: On July 23, 2026 (the Amendment No. 4 Effective Date), the Company, VFH and certain subsidiaries of VFH entered into Amendment No. 4 (Amendment No. 4), which amended the Credit Agreement, to effect the issuance of incremental Senior Secured First Lien Term B-2 Loans (the Incremental Term B-2 Loans) in the amount of $500.0 million, the proceeds of which will be used for general corporate purposes, for a total Term B-2 Loan balance of $2,029.6 million. The Incremental Term B-2 Loans, together with the other Term B-2 Loans, bear interest, at our election, at either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50%, and (c) term SOFR for a borrowing with an interest period of one month plus 1.0% and (d) 1.0%, plus, in each case, 1.50%, or (ii) the greater of (x) term SOFR for the interest period in effect and (y) 0%, plus, in each case, 2.50%. The Incremental Term B-2 Loans, along with the other Term B-2 Loans, will mature on June 21, 2031. The Incremental Term B-2 Loans amortize in annual installments eq …

SubsequentEventsTextBlock · excerpt; the full note is in the filing