Simons Aaron Wyatt 4
4 · Virtu Financial, Inc. · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Virtu (VIRT) CEO Aaron Simons Receives RSU Awards; Shares Withheld for Taxes
What Happened
- Aaron Simons, CEO of Virtu Financial (VIRT), had performance RSUs vest and convert into Class A common stock at no cash price. Gross shares issued: 102,407 (37,500 from 2024 performance RSUs vesting Jan 31; 53,125 from 2025 performance RSUs vesting Jan 31; 11,782 vested Feb 2). To satisfy tax withholding obligations, 41,312 shares were withheld/used to pay taxes, leaving a net issuance of 61,095 shares to Mr. Simons. These were awards/settlements and not open-market purchases or sales.
Key Details
- Transaction dates: Jan 31, 2026 and Feb 2, 2026; Form 4 filed Feb 3, 2026 (appears timely under the two-business-day rule).
- Prices reported: $0.00 for award/settlement and derivative conversions (this reflects grant/settlement rather than a market trade).
- Net change: +61,095 Class A shares after tax withholding (102,407 granted/converted; 41,312 withheld for taxes).
- Notable footnotes: F1/F3/F6/F9 describe RSUs earned for 2024 and 2025 and vesting dates; F2/F4 explain shares withheld for tax; F10 describes the Exchange Agreement permitting conversion of Virtu Units/Class C to Class A; F11 notes holdings via Virtu Employee Holdco LLC (disclaimed beneficial ownership to extent noted).
- Transaction codes: A = award/grant; M = exercise/conversion of derivative; F = payment/exchange to cover tax liability (share withholding).
Context
- These entries are vesting/settlement events (RSUs converting to shares) and routine tax-withholding disposals — not open-market sales that would indicate active divestiture. Derivative/convert entries at $0 indicate internal settlement or conversion (not a cash purchase). Such award settlements are common for executive compensation and do not, by themselves, indicate the insider’s trading intent.
Insider Transaction Report
Form 4
Simons Aaron Wyatt
DirectorChief Executive Officer
Transactions
- Exercise/Conversion
Class A common stock
[F1]2026-01-31+37,500→ 37,593 total - Tax Payment
Class A common stock
[F2]2026-01-31−15,128→ 22,465 total - Award
Class A common stock
[F3]2026-01-31+53,125→ 75,590 total - Tax Payment
Class A common stock
[F2]2026-01-31−21,432→ 54,158 total - Exercise/Conversion
Class A common stock
[F4]2026-02-02+11,782→ 65,940 total - Tax Payment
Class A common stock
[F2]2026-02-02−4,752→ 61,188 total - Exercise/Conversion
Restricted Stock Unit
[F1][F5]2026-01-31−37,500→ 57,743 total→ Class A common stock (37,500 underlying) - Award
Restricted Stock Unit
[F6][F7]2026-01-31+53,125→ 110,868 total→ Class A common stock (53,125 underlying) - Exercise/Conversion
Restricted Stock Unit
[F8][F9]2026-02-02−11,782→ 99,086 total→ Class A common stock (11,782 underlying)
Holdings
- 520,184(indirect: See footnote)
Non-voting common interest units of Virtu Financial LLC
[F10][F11]→ Class A common stock (520,184 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 Third Amended and Restated Employment Agreement between the Issuer and Mr. Aaron Simons.
- [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, 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 accordance with the Issuer's Second Amended and Restated 2015 Management Incentive Plan.
- [F3]53,125 shares of Class A common stock were earned as a result of the Issuer's achievement of associated performance objective for 2025 vested on January 31, 2026. The shares are granted under the Issuer's Second Amended and Restated 2015 Management Incentive pursuant to the Third Amended and Restated Employment Agreement between the Issuer and Mr. Aaron Simons.
- [F4]Shares of Class A common stock issued in settlement of vested shares granted under the Issuer's Second Amended and Restated 2015 Management Incentive Plan.
- [F5]The RSUs vested on January 31, 2026.
- [F6]53,125 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 Plan and pursuant to the Third Amended and Restated Employment Agreement between the Issuer and Mr. Aaron Simons.
- [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 February 2, 2026.
Signature
Justin Waldie, as Attorney-in-Fact|2026-02-03