Fairclough Brett 4

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.