Fairclough Brett 4
4 · Virtu Financial, Inc. · Filed Feb 5, 2026
Research Summary
AI-generated summary of this filing
Virtu Financial Co-President Brett Fairclough Receives RSU Award
What Happened
- Brett Fairclough, Co‑President & Co‑COO of Virtu Financial (VIRT), received shares in settlement of vested restricted stock units (RSUs) that vested on Feb 3 and Feb 4, 2026. The filing shows 22,593 shares issued in the RSU settlement (reported as derivative/award transactions at $0.00) and a total of 13,523 shares were withheld by the issuer to cover tax withholding, resulting in a net increase of about 9,070 shares to his holdings.
- These were not open‑market purchases or sales—this is RSU settlement and routine tax withholding (cashless share withholding), not a discretionary sale or buy.
Key Details
- Transaction dates: RSUs vested and were settled Feb 3, 2026 and Feb 4, 2026. Form 4 filed Feb 5, 2026 (timely).
- Shares issued (settlement/grant): 22,593 total (reported as awards/derivative conversions at $0.00 per share).
- Shares withheld for taxes (dispositions): 4,602 + 2,974 + 5,947 = 13,523 shares.
- Net new shares added to holdings: ~9,070 shares (22,593 issued − 13,523 withheld).
- Transaction codes in filing: M = exercise/conversion of derivative (RSU conversion), A = grant/award, F = payment of exercise price or tax liability (share withholding).
- Vesting/plan notes: RSUs vested on Feb 3 (F5) and Feb 4 (F6); additional RSU installments vest annually Feb 4, 2027–2029 (F7). Footnotes note standard plan terms and a holding vehicle (Virtu Employee Holdco LLC) that holds some units (F8, F9).
- Shares owned after the transactions: not specified in the provided filing excerpt.
Context
- This is a routine RSU settlement with shares withheld to satisfy tax obligations (a cashless withholding), which is common and does not necessarily indicate buying or selling sentiment. The derivative/award lines at $0.00 reflect that these were RSU conversions/grants rather than purchases.
Insider Transaction Report
Form 4
Fairclough Brett
Co-President & Co-COO
Transactions
- Exercise/Conversion
Class A common stock
[F1]2026-02-03+11,588→ 63,403 total - Tax Payment
Class A common stock
[F2]2026-02-03−4,602→ 58,801 total - Exercise/Conversion
Class A common stock
[F1]2026-02-04+7,531→ 66,332 total - Tax Payment
Class A common stock
[F2]2026-02-04−2,974→ 63,358 total - Award
Class A common stock
[F3]2026-02-04+15,062→ 78,420 total - Tax Payment
Class A common stock
[F2]2026-02-04−5,947→ 72,473 total - Exercise/Conversion
Restricted Stock Unit
[F4][F5]2026-02-03−11,588→ 71,284 total→ Class A common stock (11,588 underlying) - Exercise/Conversion
Restricted Stock Unit
[F4][F6]2026-02-04−7,531→ 63,753 total→ Class A common stock (7,531 underlying) - Award
Restricted Stock Unit
[F4][F7]2026-02-04+22,593→ 86,346 total→ Class A common stock (22,593 underlying)
Holdings
- 10,930(indirect: See footnote)
Non-voting common interest units of Virtu Financial LLC
[F8][F9]→ Class A common stock (10,930 underlying)
Footnotes (9)
- [F1]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.
- [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 Amended and Restated 2015 Management Incentive Plan.
- [F3]Shares of Class A common stock granted under the Issuer's Second Amended and Restated 2015 Management Incentive Plan.
- [F4]Each RSU is granted under the Issuer's Second Amended and Restated 2015 Management Incentive Plan and represents a contingent right to receive one share of Class A common stock of the Issuer.
- [F5]The RSUs vested on February 3, 2026.
- [F6]The RSUs vested on February 4, 2026.
- [F7]The RSUs vest in equal annual installments on February 4, 2027, February 4, 2028 and February 4, 2029.
- [F8]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.
- [F9]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.
Signature
Justin Waldie, as Attorney-in-Fact|2026-02-05