Cavoli Stephen 4/A
4/A · Virtu Financial, Inc. · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Virtu Financial EVP Stephen Cavoli Receives & Vests RSUs
What Happened
- Stephen Cavoli, Executive Vice President of Virtu Financial (VIRT), had restricted stock units (RSUs) vest and convert into Class A common stock at $0 (RSU settlement) on Jan 31 and Feb 2, 2026. The filing shows a 37,500-share settlement on Jan 31 and a 10,309-share conversion on Feb 2.
- To satisfy tax withholding obligations, the issuer withheld shares: 19,144 shares (Jan 31) and 5,263 shares (Feb 2), totaling 24,407 shares withheld. These were recorded as disposals for tax withholding (transaction code F). This was not an open‑market sale or purchase by the insider.
Key Details
- Transaction dates and types: Jan 31, 2026 — 37,500 RSUs vested/settled (award/conversion); Feb 2, 2026 — 10,309 RSUs vested/converted. Tax-withholdings of 19,144 (Jan 31) and 5,263 (Feb 2).
- Prices/values: RSU settlements recorded at $0.00 per share (typical for RSU-to-share conversion); no cash proceeds to insider reported.
- Shares owned after transaction: not specified in this amended Form 4 filing.
- Notable footnotes: RSUs were performance-based awards under the company’s 2015 Management Incentive Plan; some RSUs were earned due to achievement of performance objectives and vested/settled on the listed dates. Each RSU represents a contingent right to one share.
- Filing details: This is an amended filing correcting transaction codes in the original Form 4 (per the remarks). No late‑filing status is indicated beyond the amendment.
Context
- These transactions are vesting/settlement of RSUs (derivative-to-share conversion), not stock purchases or open‑market sales. The withholding of shares to cover taxes is a common, administrative cashless settlement method and does not necessarily signal insider buying or selling intent.
- Transaction codes: A = Award/Grant, M = Exercise/Conversion of derivative (RSU conversion here), F = Payment of exercise price/tax withholding.
Insider Transaction Report
Form 4/AAmended
Transactions
- Exercise/Conversion
Class A common stock
[F1]2026-01-31+37,500→ 195,203 total - Tax Payment
Class A common stock
[F2]2026-01-31−19,144→ 176,059 total - Award
Class A common stock
[F3]2026-01-31+37,500→ 213,559 total - Tax Payment
Class A common stock
[F2]2026-01-31−19,144→ 194,415 total - Exercise/Conversion
Class A common stock
[F4]2026-02-02+10,309→ 204,724 total - Tax Payment
Class A common stock
[F2]2026-02-02−5,263→ 199,461 total - Exercise/Conversion
Restricted Stock Unit
[F1][F5]2026-01-31−37,500→ 54,798 total→ Class A common stock (37,500 underlying) - Award
Restricted Stock Unit
[F6][F7]2026-01-31+37,500→ 92,298 total→ Class A common stock (37,500 underlying) - Exercise/Conversion
Restricted Stock Unit
[F8][F9]2026-02-02−10,309→ 81,989 total→ Class A common stock (10,309 underlying)
Footnotes (9)
- [F1]37,500 RSUs were earned as a result of the Issuer's achievement of associated performance objective for 2024 and vested and settled in shares of Class A common stock on January 31, 2026. The RSUs were granted under the Issuer's Second Amended and Restated 2015 Management Incentive pursuant to the Amended and Restated Employment Agreement between the Issuer and Mr. Stephen Cavoli.
- [F2]Shares of Class A common stock withheld for tax by the Issuer in relation to the settlement of vested RSUs in accordance with the Issuer's Second Amended and Restated 2015 Management Incentive Plan.
- [F3]37,500 shares of class A common stock were earned as a result of the Issuer's achievement of associated performance objective for 2025 and vested on January 31, 2026. The shares were granted under the Issuer's Second Amended and Restated 2015 Management Incentive pursuant to the Amended and Restated Employment Agreement between the Issuer and Mr. Stephen Cavoli.
- [F4]Shares of Class A common stock issued in settlement of vested RSUs granted under the Issuer's Second Amended and Restated 2015 Management Incentive Plan.
- [F5]The RSUs vested January 31, 2026.
- [F6]37,500 RSUs were earned as a result of the Issuer's achievement of associated performance objective for 2025. The RSUs were granted under the Issuer's Second Amended and Restated 2015 Management Incentive pursuant to the Amended and Restated Employment Agreement between the Issuer and Mr. Stephen Cavoli.
- [F7]The RSUs vest January 31, 2027.
- [F8]Each RSU is granted under the Issuer's Amended and Restated 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer.
- [F9]The RSUs vested on February 2, 2026.
Signature
Justin Waldie, as Attorney-in-Fact|2026-02-04