Fairclough Brett 4

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.