Virtu Financial, Inc.VIRT
Virtu Financial, Inc. Stock Compensation Disclosure
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.
The following table summarizes activity related to stock options for the years ended December 31, 2025, 2024, and 2023:
| 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, 2022 | 1,521,776 | $ | 19.00 | 2.24 | 1,521,776 | $ | 19.00 | ||||||||||||||||||||||
| Granted | — | — | — | — | — | ||||||||||||||||||||||||
| Exercised | — | — | — | — | — | ||||||||||||||||||||||||
| Forfeited or expired | (10,000) | — | — | (10,000) | — | ||||||||||||||||||||||||
| At December 31, 2023 | 1,511,776 | $ | 19.00 | 1.24 | 1,511,776 | $ | 19.00 | ||||||||||||||||||||||
| Granted | — | — | — | — | — | ||||||||||||||||||||||||
| Exercised | (695,276) | 19.00 | — | (695,276) | 19.00 | ||||||||||||||||||||||||
| Forfeited or expired | (2,750) | — | — | (2,750) | — | ||||||||||||||||||||||||
| 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 December 31, 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
Pursuant to the Second Amended and Restated 2015 Management Incentive Plan as described in Note 19 “Capital Structure”, subsequent to the IPO, shares of immediately vested Class A Common Stock, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) were granted, with RSUs and RSAs vesting over a period of up to 4 years. The fair value of the Class A Common Stock and RSUs was determined based on a volume weighted average price and the expense is recognized on a straight-line basis over the vesting period. The fair value of the RSAs was determined based on the closing price as of the date of grant and the expense is recognized from the date that achievement of the performance target becomes probable through the remainder of the vesting period. Performance targets are based on the Company’s adjusted EBITDA for certain future periods. For the years ended December 31, 2025, 2024, and 2023, respectively, there were 528,221, 878,091, and 868,315 shares of immediately vested Class A Common Stock granted as part of year-end compensation. In addition, the Company accrued compensation expense of $44.9 million, $29.1 million, and $22.2 million for the years ended December 31, 2025, 2024, and 2023, respectively, related to immediately vested Class A Common Stock expected to be awarded as part of year-end incentive compensation, which was included in Employee compensation and payroll taxes on the Consolidated Statements of Comprehensive Income and Accounts payable, accrued expenses and other liabilities on the Consolidated Statements of Financial Condition.
The following table summarizes activity related to RSUs and RSAs for the years ended December 31, 2025, 2024, and 2023:
| Number of RSUs and RSAs | Weighted Average Fair Value | ||||||||||
| At December 31, 2022 | 3,954,833 | $ | 28.13 | ||||||||
| Granted | 3,763,217 | 19.28 | |||||||||
| Forfeited | (187,053) | 26.45 | |||||||||
| Vested | (2,627,823) | 23.46 | |||||||||
| At December 31, 2023 | 4,903,174 | $ | 23.90 | ||||||||
| Granted | 3,679,417 | 18.74 | |||||||||
| Forfeited | (133,909) | 21.67 | |||||||||
| Vested | (2,884,150) | 21.54 | |||||||||
| At December 31, 2024 | 5,564,532 | $ | 21.77 | ||||||||
| Granted (1) | 3,693,225 | 39.27 | |||||||||
| Forfeited | (175,308) | 25.52 | |||||||||
| Vested | (3,306,413) | 25.37 | |||||||||
| At December 31, 2025 | 5,776,036 | $ | 30.79 | ||||||||
(1) Excluded in the number of RSUs and RSAs are 100,000 participating RSAs for the year ended December 31, 2025, where the grant date has not been achieved because the performance conditions have not been met. | |||||||||||
The Company recognized $56.5 million, $46.4 million, and $42.5 million for the years ended December 31, 2025, 2024, and 2023, respectively, of compensation expense in relation to RSUs. As of December 31, 2025 and December 31, 2024, total unrecognized share-based compensation expense related to unvested RSUs was $95.9 million and $53.5 million, respectively, and this amount is to be recognized over a weighted average period of 1.0 year and 0.9 years, respectively. Awards in which the specific performance conditions have not been met are not included in unrecognized share-based compensation expense.
On November 13, 2020, the Company adopted the Virtu Financial, Inc. Deferred Compensation Plan (the “DCP”). The DCP permits eligible executive officers and other employees to defer cash or equity-based compensation beginning in the calendar year ending December 31, 2021, subject to certain limitations and restrictions. Deferrals of cash compensation may also be directed to notional investments in certain of the employee investment opportunities.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2023 | Feb 16, 2024 | |
| 2022 | Feb 17, 2023 | |
| 2021 | Feb 18, 2022 | |
| 2019 | Feb 28, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Mar 13, 2018 | |
| 2016 | Mar 14, 2017 | |
| 2015 | Mar 25, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.