Fairclough Brett 4
4 · Virtu Financial, Inc. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Virtu Co‑President Brett Fairclough Receives RSUs; Shares Withheld
What Happened Brett Fairclough, Co‑President & Co‑COO of Virtu Financial (VIRT), received a series of vested performance RSUs that converted into common stock. The filing shows 37,500 shares settled on January 31, 2026 (performance awards), another 37,500 settled the same day, and 11,193 shares vested/converted on February 2, 2026 — a total of 86,193 shares acquired via award/derivative conversion. To satisfy tax withholding obligations, 14,958 shares were withheld on each January 31 settlement (total 29,916) and 4,462 shares were withheld on February 2, for total tax withholdings of 34,378 shares. These were awards/settlements (no cash purchase) and not open‑market buys or sales.
Key Details
- Transaction dates: January 31, 2026 and February 2, 2026; Form 4 filed February 3, 2026.
- Shares acquired (via RSU settlement/conversion): 86,193 total (37,500 + 37,500 + 11,193).
- Shares disposed/withheld for tax: 34,378 total (14,958 + 14,958 + 4,462).
- Net increase in shares held from these events: +51,815 shares (86,193 − 34,378).
- Prices reported: derivative conversions/settlements recorded at $0.00 (RSUs convert to shares; no exercise price). Withholding entries show no per‑share cash price.
- Notable footnotes: awards were performance RSUs under Virtu’s 2015 Management Incentive Plan (earned for 2024 and 2025 performance); some units/shares may be held via Virtu Employee Holdco LLC and conversion rights under the Exchange Agreement allow unit → Class A share exchanges on a one‑for‑one basis.
- Shares owned after transaction: total beneficial holdings after these transactions are not provided in the excerpt.
Context These transactions are settlement of performance‑based RSUs (derivative conversions) rather than purchases or open‑market sales. Tax obligations were satisfied by share withholding, a common administrative practice that does not necessarily signal insider buying or selling intent. The filing shows award vesting and conversion activity; it is factual reporting of compensation settlement rather than a discretionary market trade.
Insider Transaction Report
- Exercise/Conversion
Class A common stock
[F1]2026-01-31+37,500→ 37,500 total - Tax Payment
Class A common stock
[F2]2026-01-31−14,958→ 22,542 total - Award
Class A common stock
[F3]2026-01-31+37,500→ 60,042 total - Tax Payment
Class A common stock
[F2]2026-01-31−14,958→ 45,084 total - Exercise/Conversion
Class A common stock
[F4]2026-02-02+11,193→ 56,277 total - Tax Payment
Class A common stock
[F2]2026-02-02−4,462→ 51,815 total - Exercise/Conversion
Restricted Stock Unit
[F1][F5]2026-01-31−37,500→ 56,565 total→ Class A common stock (37,500 underlying) - Award
Restricted Stock Unit
[F6][F7]2026-01-31+37,500→ 94,065 total→ Class A common stock (37,500 underlying) - Exercise/Conversion
Restricted Stock Unit
[F8][F9]2026-01-31−11,193→ 82,872 total→ Class A common stock (11,193 underlying)
- 10,930(indirect: See footnote)
Non-voting common interest units of Virtu Financial LLC
[F10][F11]→ Class A common stock (10,930 underlying)
Footnotes (11)
- [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. Brett Fairclough.
- [F10]Pursuant to the terms of the Exchange Agreement, effective as of April 15, 2015, by and among the Issuer, Virtu Financial LLC and the equityholders of Virtu Financial LLC (the "Exchange Agreement"), Virtu Financial Units, together with a corresponding number of shares of Class C Common Stock, may be exchanged for shares of Class A common stock of the Issuer, which have one vote per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis at the discretion of the holder. The exchange rights under the Exchange Agreement do not expire.
- [F11]By Virtu Employee Holdco LLC, a holding vehicle through which employees and directors of the Issuer hold vested and unvested Virtu Financial Units and shares of Class C Common Stock. The reporting person disclaims beneficial ownership in such Virtu Financial Units and shares held by Virtu Employee Holdco LLC except to the extent of his pecuniary interest therein.
- [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. Brett Fairclough.
- [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. Brett Fairclough.
- [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.