VIRT Virtu Financial 8-K 2026-07-14 slides

Disclaimer

This presentation and the information contained herein (including any information which has been or may be supplied in writing or orally in connection herewith or in connection with any further inquiries) (collectively, the "presentation") is intended for the recipient hereof and is for informational purposes only. No representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein, and any reliance you place on them will be at your sole risk. Virtu Financial, Inc. (together with its direct and indirect subsidiaries, "we", "us", "or", "Virtu" or the "Company"), its affiliates and advisors do not accept any liability whatsoever for any loss howsoever arising, directly or indirectly, from the use of this document or its contents, or otherwise arising in connection with this document.

Cautionary Statement Regarding Forward Looking Statements

This presentation may contain “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements regarding the Company’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 is 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. Those risks and uncertainties include, without limitation: fluctuations in trading volume and volatilities in the markets in which we operate; the ability of our trading counterparties, clients and various clearing houses to perform their obligations to us; the performance and reliability of our customized trading platform; the risk of material trading losses from our market making activities; swings in valuations in securities or other instruments in which we hold positions; increasing competition and consolidation in our industry; the risk that cash flow from our operations and other available sources of liquidity will not be sufficient to fund our various ongoing obligations, including operating expenses, short term funding requirements, margin requirements, capital expenditures, debt service and dividend payments; regulatory and legal uncertainties and other potential changes associated with our industry, particularly in light of increased attention from media, regulators and lawmakers to market structure and related issues including but not limited to the retail trading environment, wholesale market making and off exchange trading more generally and payment for order flow arrangements; potential adverse results from legal or regulatory proceedings; our ability to remain technologically competitive and to ensure that the technology we utilize is not vulnerable to security risks, hacking and cyber-attacks; risks associated with third party software and technology infrastructure. For a discussion of the risks and uncertainties which could cause actual results to differ from those contained in forward-looking statements, see Virtu’s Securities and Exchange Commission filings, including but not limited to Virtu’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC.

GAAP and Non-GAAP Results

This presentation includes or may include certain non-GAAP financial measures, including Adjusted EPS, Normalized Adjusted EPS, Adjusted Net Trading Income, Normalized Adjusted Net Income, Normalized Adjusted Pre-Tax Income, EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Trading Capital, Invested Capital, Adjusted Operating Expense and Adjusted Compensation Expense. Non-GAAP financial measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP. Other companies may use similarly titled non‐GAAP financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non‐GAAP financial measures may not be comparable to similar measures used by other companies. We caution investors not to place undue reliance on such non‐GAAP measures, but instead to consider them with the most directly comparable GAAP measure. Non‐GAAP financial measures have limitations as analytical tools, and should not be considered in isolation, or as a substitute for our results as reported under GAAP. A reconciliation of non‐GAAP measures to the most directly comparable financial measure prepared in accordance with GAAP is included at the end of this presentation.

Speakers

Joe Molluso

Co-President and Co-Chief Operating Officer

• Joined Virtu in 2013 as Chief Financial Officer
• Played a central role in Virtu’s completed merger and integration of KCG Holdings and ITG as well as its initial public offering in 2015
• Previously served as Managing Director at J.P. Morgan in the Investment Banking Department, where he provided strategic advice to financial institutions with a focus on market structure related companies
• Served on the Board of Directors of DTCC

Cindy Lee

Chief Financial Officer

• Joined Virtu in 2011 and has served as the Global Controller and Deputy Chief Financial Officer
• Previously served as an Audit Accountant at Deloitte & Touche
• Certified Public Accountant

Andrew Smith

SVP, Global Business Development and Corporate Strategy

• joined Virtu in 2009 and leads Global Business Development and Corporate Strategy, working to help grow and scale Virtu’s global market-making businesses
• previously headed investor relations since the Company’s 2015 IPO
• Member of Virtu’s Management Committee

To confirm

Agenda

1. Transaction Summary
2. Financial Update
3. GAAP Reconciliations and Other Information

Executive Summary

• Virtu Financial, Inc. (“Virtu” or the “Company”) is a leading financial firm that leverages cutting edge technology to deliver liquidity to the global markets and innovative, transparent trading solutions to its clients. The Company provides deep liquidity in over 25,000 financial instruments, on over 250 venues, in 40 countries worldwide to help create more efficient markets.
  • Publicly traded on the New York Stock Exchange (NYSE: VIRT)
  • The Company generated Adjusted Net Trading Income¹ of ~$2.4B and Adjusted EBITDA of $1.6B, producing an Adjusted EBITDA Margin¹,² of 66% for twelve-month period ended 3/31/26
• The Company is seeking a $400 million upsize of its existing $1,530 million Term Loan B due 2031 to a pro forma tranche size of $1,930 million
  • Proceeds from the upsize are expected to be used for general corporate purposes and total net leverage will remain unchanged at 0.7x
• Commitments and consents to the $400 million Term Loan B fungible add-on will be due on Thursday, July 16th at 5:00pm ET

Note: ¹ Refer to appendix for a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure; ² Adjusted EBITDA margin is defined as Adjusted EBITDA divided by Adjusted Net Trading Income

See endnotes at end of this supplement

Transaction Overview

SOURCES AND USES

PRO FORMA CAPITALIZATION

Note: 1 Refer to appendix for a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure.

See endnotes at end of this supplement

Summary Terms – Term Loan B Facility

Transaction Timeline

July 2026

Legend: Key Transaction Date; Holiday

Performance Highlights & Preliminary 2Q2026 Flash

2Q 2026 Key Financials

Summary Recent Results

Updated

Adj. Net Trading Income / Day¹

Normalized Adj. EPS¹

See endnotes at end of this supplement.

Key Financial Metrics

($M, except per-share amounts, ratios, percentages and daily averages)

Daily Average Adj. NTI¹ Trend

See endnotes at end of this supplement.

Returns continue to increase on a growing capital base

Return on Invested Capital¹,²

Invested Capital¹

See endnotes at end of this supplement.

VES strong performance continues

VES Adj. NTI¹ by quarter since 2022

Performance Highlights

• 1Q 2026 was the 2nd-highest quarterly ANTI ever recorded by VES, which has now grown in 8 consecutive quarters.
• This quarter set all-time highs across a number of VES products, including Workflow Technology, Algo, and ATM.

¹ See endnotes at end of this supplement.

Market Metrics

Market Metrics (Average Daily)

Volume Metrics

Volatility Metrics

¹ See endnotes at end of this supplement.

Operating Expenses and Long-Term Debt

Operating Expense Results

Adjusted Operating Expenses ($M)

Debt Structure at March 31, 2026

($M)

See endnotes at end of this supplement.

GAAP Balance Sheet

Assets ($M)

Liabilities and Equity ($M)

Invested Capital ($M)

See endnotes at end of this supplement

GAAP Income Statement

Income Statement ($M)

See endnotes at end of this supplement

Adjusted EBITDA & Normalized Adjusted EPS

Income Statement ($M)

Adj. EBITDA / Adj. EPS ($M)

See endnotes at end of this supplement.

Adjusted Net Trading Income Reconciliation

Adjusted Net Trading Income Reconciliation ($M)

See endnotes at end of this supplement

Adjusted Operating Expense Reconciliation

Adjusted Operating Expenses Reconciliation ($M)

See endnotes at end of this supplement.

End Notes

These notes refer to metrics and/or defined terms presented on:

Slide 6 Executive Summary

1. This reflects a non-GAAP measure. Please refer to slides at the end of this presentation for reconciliation to the equivalent GAAP measure. Prior period reconciliations available: https://ir.virtu.com/financials-and-filings/quarterly-results/default.aspx.
2. Adj. EBITDA Margin is calculated as Adjusted EBITDA divided by Adjusted Net Trading Income.

Slide 7 Transaction Overview

1. This reflects a non-GAAP measure. Please refer to slides at the end of this presentation for reconciliation to the equivalent GAAP measure. Prior period reconciliations available: https://ir.virtu.com/financials-and-filings/quarterly-results/default.aspx.

Slide 11 Performance Highlights & Preliminary 2Q26 Flash

1. This reflects a non-GAAP measure. Please refer to slides at the end of this presentation for reconciliation to the equivalent GAAP measure. Prior period reconciliations available: https://ir.virtu.com/financials-and-filings/quarterly-results/default.aspx.
2. Adj. EBITDA Margin is calculated as Adjusted EBITDA divided by Adjusted Net Trading Income.

Note: The Q2 2026 figures reflect preliminary estimated information and have not been compiled or examined by our independent registered public accounting firm nor have our independent registered public accounting firm performed any procedures with respect to this information or expressed any opinion or any form of assurance of such information. In addition, the foregoing information and estimates are subject to revision as we prepare our consolidated financial statements and other disclosures as of and for the three months ended June 30, 2026, including all disclosures required by U.S. GAAP. Because we have not completed our normal quarterly closing and review procedures for the three months ended June 30, 2026, and subsequent events may occur that require material adjustments to these results, the final results and other disclosures for the three months ended June 30, 2026, may differ materially from these estimates. These estimates should not be viewed as a substitute for full financial statements prepared in accordance with U.S. GAAP or as a measure of performance.

Note: # of trading days used in Virtu's daily performance calculations: 60, 62, 63.5, 63, and 61 for 1Q 2025, 2Q 2025, 3Q 2025, 4Q 2025, and 1Q 2026, respectively

Slide 12 Key Financial Metrics

1. This reflects a non-GAAP measure. Please refer to slides at the end of this presentation for reconciliation to the equivalent GAAP measure. Prior period reconciliations available: https://ir.virtu.com/financials-and-filings/quarterly-results/default.aspx.
2. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by Adjusted Net Trading Income.

Note: # of trading days used in Virtu's daily performance calculations: 253, 252, 251, 250, 250.5, 248.5, 60, 62, 63.5, 63, and 61 for FY 2020, FY 2021, FY 2022, FY 2023, FY 2024, FY 2025, 1Q 2025, 2Q 2025, 3Q 2025, 4Q 2025, and 1Q 2026, respectively.

*Beginning with 4Q 2024, days on which US equities exchanges close early or are otherwise operating for less than a full trading day are treated as half-days. Trading days during and average daily results pertaining to prior periods have not been restated as the impact of the change is immaterial.

End Notes

These notes refer to metrics and/or defined terms presented on:

Slide 13 — Returns continue to increase on a growing capital base

1. This reflects a non-GAAP measure. Please refer to slides at the end of this presentation for reconciliation to the equivalent GAAP measure. Prior period reconciliations available: https://ir.virtu.com/financials-and-filings/quarterly-results/default.aspx.
2. For periods pre-ITG acquisition, LTM ANTI includes ITG results adjusted for consistency with Virtu reporting. ANTI is a non-GAAP measure. Please refer to slides at the end of this presentation for reconciliation to the equivalent GAAP measure. Prior period reconciliations available https://ir.virtu.com/financials-and-filings/quarterly-results/default.aspx.
3. Return on Invested Capital (ROIC) is calculated as LTM ANTI divided by LTM Invested Capital. For periods post-ITG acquisition, LTM Invested Capital is calculated as the average of beginning-of-period and end-of-period Invested Capital. For periods pre-ITG acquisition, LTM Invested Capital is calculated as end-of-period Invested Capital. Invested Capital is a non-GAAP measure. Please refer to slides at the end of this presentation for reconciliation to the equivalent GAAP measure. Prior period reconciliations available https://ir.virtu.com/financials-and-filings/quarterly-results/default.aspx.
   NOTE: ROIC has been calculated as LTM Adjusted EBITDA divided by LTM Invested Capital on previous earnings supplements and other presentations. Please refer to the end notes on those respective presentations for details on previous calculations.

Slide 14 — VES strong performance continues

1. This reflects a non-GAAP measure. Please refer to slides at the end of this presentation for reconciliation to the equivalent GAAP measure. Prior period reconciliations available: https://ir.virtu.com/financials-and-filings/quarterly-results/default.aspx.

Slide 15 — Market Metrics

1. Rule 605 volumes reflect information contained within reports publicly available on Virtu’s website: https://www.virtu.com/about/transparency/rule-605-and-606-reporting.

Slide 16 — Operating Expenses and Long-Term Debt

1. This reflects a non-GAAP measure. Please refer to slides at the end of this presentation for reconciliation to the equivalent GAAP measure. Prior period reconciliations available: https://ir.virtu.com/financials-and-filings/quarterly-results/default.aspx.
2. Interest Expense includes a floor on SOFR of 0%.
3. 3.5 billion JPY.
4. Blended rate.

Slide 18 — GAAP Balance Sheet

1. This reflects a non-GAAP measure, and it reflects the assets bracketed above less the liabilities bracketed above. Trading Capital at 12/31/24, 12/31/25, and 3/31/26 also include digital assets with a fair value of $81M, $152M, and $215M, respectively – which are reported in Other Assets. Prior period reconciliations available at https://ir.virtu.com/financials-and-filings/quarterly-results/default.aspx.
2. Comprises cash anticipated to be used in the operations of the business, including cash anticipated to be paid to satisfy tax and compensation liabilities, payments of debt pursuant to debt covenants, as well as dividends and other distributions to equity owners.

Beginning with 4Q 2024, days on which US equities exchanges close early or are otherwise operating for less than a full trading day are treated as half-days. Trading days during and average daily results pertaining to prior periods have not been restated as the impact of the change is immaterial.

End Notes

These notes refer to metrics and/or defined terms presented on:

Slide 19 — GAAP Income Statement

Note: The Q2 2026 figures reflect preliminary estimated information and have not been compiled or examined by our independent registered public accounting firm nor have our independent registered public accounting firm performed any procedures with respect to this information or expressed any opinion or any form of assurance of such information. In addition, the foregoing information and estimates are subject to revision as we prepare our consolidated financial statements and other disclosures as of and for the three months ended June 30, 2026, including all disclosures required by U.S. GAAP. Because we have not completed our normal quarterly closing and review procedures for the three months ended June 30, 2026, and subsequent events may occur that require material adjustments to these results, the final results and other disclosures for the three months ended June 30, 2026, may differ materially from these estimates. These estimates should not be viewed as a substitute for full financial statements prepared in accordance with U.S. GAAP or as a measure of performance.

Slide 20 — Adjusted EBITDA & Normalized Adjusted EPS

1. EBITDA Margin is calculated as EBITDA divided by Adjusted Net Trading Income.
2. Adj. EBITDA Margin is calculated as Adjusted EBITDA divided by Adjusted Net Trading Income.

Note: The Q2 2026 figures reflect preliminary estimated information and have not been compiled or examined by our independent registered public accounting firm nor have our independent registered public accounting firm performed any procedures with respect to this information or expressed any opinion or any form of assurance of such information. In addition, the foregoing information and estimates are subject to revision as we prepare our consolidated financial statements and other disclosures as of and for the three months ended June 30, 2026, including all disclosures required by U.S. GAAP. Because we have not completed our normal quarterly closing and review procedures for the three months ended June 30, 2026, and subsequent events may occur that require material adjustments to these results, the final results and other disclosures for the three months ended June 30, 2026, may differ materially from these estimates. These estimates should not be viewed as a substitute for full financial statements prepared in accordance with U.S. GAAP or as a measure of performance.

Slide 21 — Adjusted Net Trading Income Reconciliation

Note: The Q2 2026 figures reflect preliminary estimated information and have not been compiled or examined by our independent registered public accounting firm nor have our independent registered public accounting firm performed any procedures with respect to this information or expressed any opinion or any form of assurance of such information. In addition, the foregoing information and estimates are subject to revision as we prepare our consolidated financial statements and other disclosures as of and for the three months ended June 30, 2026, including all disclosures required by U.S. GAAP. Because we have not completed our normal quarterly closing and review procedures for the three months ended June 30, 2026, and subsequent events may occur that require material adjustments to these results, the final results and other disclosures for the three months ended June 30, 2026, may differ materially from these estimates. These estimates should not be viewed as a substitute for full financial statements prepared in accordance with U.S. GAAP or as a measure of performance.

Beginning with 4Q 2024, days on which US equities exchanges close early or are otherwise operating for less than a full trading day are treated as half-days. Trading days during and average daily results pertaining to prior periods have not been restated as the impact of the change is immaterial.

End Notes

These notes refer to metrics and/or defined terms presented on:

Slide 22 Adjusted Operating Expense Reconciliation

1. Includes severance, share-based compensation, one-time compensation-related COVID-19 expenses, and one-time compensation expenses related to RFQ Hub transaction.
2. Includes connectivity early termination expenses.
3. Includes write-down of assets, reserve for legal matters, and one-time operations & administrative-related COVID-19 expenses (e.g. donations).

Note: The Q2 2026 figures reflect preliminary estimated information and have not been compiled or examined by our independent registered public accounting firm nor have our independent registered public accounting firm performed any procedures with respect to this information or expressed any opinion or any form of assurance of such information. In addition, the foregoing information and estimates are subject to revision as we prepare our consolidated financial statements and other disclosures as of and for the three months ended June 30, 2026, including all disclosures required by U.S. GAAP. Because we have not completed our normal quarterly closing and review procedures for the three months ended June 30, 2026, and subsequent events may occur that require material adjustments to these results, the final results and other disclosures for the three months ended June 30, 2026, may differ materially from these estimates. These estimates should not be viewed as a substitute for full financial statements prepared in accordance with U.S. GAAP or as a measure of performance.