Simons Aaron Wyatt 4

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.