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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Virtu Financial, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Notice of Annual Meeting of Stockholders

Notice is hereby given that the 2026 annual meeting of stockholders (the “Annual Meeting”) of Virtu Financial, Inc., a Delaware corporation (the “Company”, “Virtu” or “we”), will be held on Wednesday, June 10, 2026, at 9:00 a.m. (Eastern Time). The Annual Meeting will be held in a virtual meeting format only. You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/VIRT2026. You will need to have your 16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting.

We are holding the meeting for the following purposes:

To elect three directors to our board of directors, each to serve as a Class II director for a term of three years expiring at the annual meeting of stockholders to be held in 2029 and until such director’s successor has been duly elected and qualified;

To approve, on an advisory basis, the compensation of our named executive officers (“NEOs”) as disclosed in the accompanying proxy statement;

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

To transact any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

We are making this proxy statement available to our stockholders on or about April 29, 2026. Only stockholders of record as of the close of business on April 16, 2026 (the “Record Date”) will be entitled to attend or vote at the Annual Meeting or any adjournment or postponement thereof.

To make it easy to vote, Internet and telephone voting are available. The instructions for voting are on the proxy card.

If you hold your shares through a bank, broker or other holder of record, please follow the voting instructions you received from the holder of record.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote your shares as soon as possible. Please mark, sign, date and return the accompanying proxy card or voting instruction form in the postage paid envelope or instruct us by telephone or via the Internet as to how you would like your shares voted. Instructions are included on the proxy card and voting instruction form.

By Order of the Board of Directors

/s/ Michael T. Viola

Michael T. Viola
Chairman

New York, New York
April 29, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 10, 2026: Virtu’s Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are also available at https://materials.proxyvote.com/.

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CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS: This Proxy Statement may contain “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which may relate to the Company’s future prospects or performance, governance, risk management practices, and executive compensation practices, among other topics. Statements regarding Virtu’s business that are not historical facts are forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, and if the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements. Forward-looking statements are based on information available at the time and/or management’s good-faith belief with respect to future events, and are subject to risks and uncertainties, some or all of which are not predictable or within Virtu’s control, that could cause actual performance or results to differ materially from those expressed in the statements. For a discussion of the risks and uncertainties which could cause actual results to differ from those contained in forward-looking statements, please see Virtu’s Securities and Exchange Commission (“SEC”) filings, including but not limited to the information contained under the heading “Risk Factors” in Virtu’s Annual Report on Form 10-K, Virtu’s Quarterly Reports on Form 10-Q and Virtu’s Current Reports on Form 8-K filed with the SEC.

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	PROXY STATEMENT SUMMARY					1
	PROPOSAL 1: ELECTION OF DIRECTORS					5
	CORPORATE GOVERNANCE					13
	PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS					22
	EXECUTIVE COMPENSATION					23
	COMPENSATION COMMITTEE REPORT					23
	COMPENSATION DISCUSSION AND ANALYSIS					23
	CEO PAY RATIO DISCLOSURE					51
	COMPENSATION OF DIRECTORS					52
	PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					53
	INFORMATION REGARDING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					54
	AUDIT COMMITTEE REPORT					56
	STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					57
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS					60
	DELINQUENT SECTION 16(A) REPORTS					65
	ADDITIONAL INFORMATION					66
	GENERAL INFORMATION					68

2026 Proxy Statement

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Proxy Statement Summary

Virtu Financial, Inc.
1633 Broadway
New York, New York 10019

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. For more complete information regarding the Company’s 2025 fiscal year performance, please review the Company’s 2025 Annual Report on Form 10-K (the “2025 Annual Report”). This proxy statement also includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

	DATE:			Wednesday, June 10, 2026			LOCATION OF ANNUAL MEETING:			Virtual Annual Meeting accessible at www.virtualshareholdermeeting.com/VIRT2026
	TIME:			9:00 AM (Eastern Time)

Voting Matters

Items of Business		Board Recommendation
1	To elect three directors to our board of directors, each to serve as a Class II director for a term of three years expiring at the annual meeting of stockholders to be held in 2029 and until such director’s successor has been duly elected and qualified.	FOR each Nominee
2	To approve, on an advisory basis, the compensation of our NEOs as disclosed in the accompanying proxy statement.	FOR
3	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.	FOR

How to Vote

You may vote using any of the following methods:


INTERNET	TELEPHONE	MAIL	VIRTUAL ANNUAL MEETING
Visit www.proxyvote.com to vote via the Internet.	Call toll-free 1-800-690-6903 in the United States or from foreign countries from any touch-tone telephone and follow the instructions.	Follow the instructions in your proxy materials.	All stockholders as of the close of business on the Record Date can vote electronically at the virtual Annual Meeting.

2026 Proxy Statement

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Proxy Statement Summary

Directors and Executive Officers

The following table sets forth certain information about our directors and executive officers as of the date of this proxy statement.

Name and Primary Occupation	Director or Officer Since	Age	Independent	Committee Membership
Name and Primary Occupation	Director or Officer Since	Age	Independent	Audit	Risk	Compensation	N&CG
Vincent Viola Founder and Chairman Emeritus	2013	70
Aaron Simons Chief Executive Officer (“CEO”) and Director	2025	45
Michael T. Viola Chairman of the Board of Directors	2016	39
William F. Cruger, Jr. Director	2015	67
Virginia Gambale Director	2020	66
Joseph J. Grano, Jr. Director	2017	78
Joanne M. Minieri Director	2021	65
John D. Nixon Director	2015	70
Christopher C. Quick Director	2016	68
David J. Urban Director

SEC Form DEF 14A filed by Virtu Financial Inc.