virt-20250923
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): September 23, 2025
VIRTU FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 001-37352 (Commission File No.) | 32-0420206 (IRS Employer Identification No.) | ||||||
1633 Broadway
New York, NY 10019
(Address of principal executive offices)
(212) 418-0100
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||||||||||||
| Class A common stock, par value $0.00001 per share | VIRT | New York Stock Exchange | ||||||||||||
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Amendment to Credit Agreement
On September 23, 2025 (the “Amendment Effective Date”), Virtu Financial LLC (“Holdings”), VFH Parent LLC (the “Borrower”) and certain subsidiaries of the Borrower entered into Amendment No. 3 (“Amendment No. 3”), which amended the Credit Agreement, dated as of January 13, 2022 (as amended by Amendment No. 1, dated as of June 21, 2024, and Amendment No. 2, dated as of February 19, 2024, the “Existing Credit Agreement”, and as amended by Amendment No. 3, the “Amended Credit Agreement”), by and among Holdings, the Borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.
Amendment No. 3 amends the Existing Credit Agreement to effect the issuance of incremental senior secured first lien term B-2 loans in the amount of $300 million (the “Incremental Term B-2 Loans”), the proceeds of which will be used for general corporate purposes, for a total term B-2 loan balance of $1,545 million (collectively, the “Term B-2 Loans”).
The Incremental Term B-2 Loans were issued at par and together with the other Term B-2 Loans, bear interest, at our election, at either (i) the greatest of (a) the prime rate in effect, (b) the greater of (1) the federal funds effective rate and (2) the overnight bank funding rate, in each case plus 0.50%, and (c) term SOFR for a borrowing with an interest period of one month plus 1.0% and (d) 1.0%, plus, in each case, 1.50%, or (ii) the greater of (x) term SOFR for the interest period in effect and (y) 0%, plus, in each case, 2.50%.
The Incremental Term B-2 Loans, along with the other Term B-2 Loans, will mature on June 21, 2031 and amortize in annual installments equal to 1.0% of the total Term B-2 Loan balance as of Amendment Effective Date. The Term B-2 Loans are also subject to contingent principal payments based on excess cash flow and certain other triggering events.
The above description of the terms of Amendment No. 3 is qualified in its entirety by reference to the full text of Amendment No. 3, which will be filed with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025.
The Company issued a press release announcing the foregoing on September 23, 2025. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information set forth under Item 1.01 above is hereby incorporated by reference in its entirety in response to this Item.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |||||||
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EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| VIRTU FINANCIAL, INC. | |||||||||||
| By: | /s/ JUSTIN WALDIE | ||||||||||
| Name: | Justin Waldie | ||||||||||
| Title: | Senior Vice President, Secretary and General Counsel | ||||||||||
Dated: September 23, 2025
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