Aaron Wyatt Simons, Chief Executive Officer and Director of Virtu Financial, Inc. (NYSE:VIRT), filed a Form 4 on August 20, 2026, disclosing a variable prepaid forward sale transaction entered into by a limited liability company he co-owns with his wife.

Key Highlights

  • Transaction entity: AS & SO Investments LLC, owned by the reporting person and his wife, entered the variable prepaid forward sale on August 20, 2026.
  • Shares covered: The forward sale transaction covers up to 200,000 shares of Class A common stock or non-voting common interest units of Virtu Financial LLC convertible into Class A common stock.
  • Pledge: The entity pledged 200,000 shares of Class C common stock and corresponding units as security for its obligations under the Stock Purchase Agreement with an unaffiliated bank.
  • Retained rights: According to the filing, the entity "retained voting and economic rights in the Pledged Interests during the term of the pledge," subject to certain dividend-related payments to the bank.
  • Beneficial ownership - Class A: Following the reported transaction, the reporting person holds 85,609 shares of Class A common stock directly, and 320,184 shares of Class A common stock indirectly through Virtu Employee Holdco LLC.
  • RSU holdings: The filing discloses 112,056 restricted stock units, each representing a contingent right to receive one share of Class A common stock, vesting in installments in February 2027, 2028, and 2029.

Details of the Forward Sale Structure and Simons's Holdings at Virtu Financial

According to the filing, AS & SO Investments LLC (the "VPF entity") entered into a Stock Purchase Agreement dated August 20, 2026, with an unaffiliated bank establishing a variable prepaid forward sale. The transaction covers up to 200,000 shares of Class A common stock (par value $0.00001 per share) or non-voting common interest units of Virtu Financial LLC convertible into Class A common stock. The filing states the VPF entity is required to deliver to the bank up to such number of shares or units, or, at the VPF entity's election under certain circumstances, "an equivalent amount of cash" to settle the agreement.

The settlement amount is determined by comparing the per-share volume weighted average price on the valuation date (the "Settlement Price") against a Floor Price and Cap Price, both based on the bank's initial hedge position. If the Settlement Price is at or below the Floor Price, the full ratable portion of pledged interests is delivered; if between the Floor Price and Cap Price, a reduced number based on a specified fraction is delivered; and if above the Cap Price, delivery is adjusted upward to account for the excess. The VPF entity is also to receive a prepayment from the bank equal to the present value of the Floor Price at maturity.

Beyond the forward sale, the filing reflects Simons's broader ownership position. A total of 320,184 Class A common stock equivalent units are held indirectly through Virtu Employee Holdco LLC, a vehicle through which employees and directors hold vested and unvested Virtu Financial Units and Class C common stock. The filing notes 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." Non-voting common interest units of Virtu Financial LLC may be exchanged for Class A common stock on a one-for-one basis under an Exchange Agreement effective April 15, 2015, with no expiration on exchange rights.

What Was Disclosed

The filing reports a variable prepaid forward sale transaction by an LLC co-owned by CEO Aaron Wyatt Simons, covering up to 200,000 Virtu Financial shares or units, along with a full picture of his direct and indirect beneficial ownership as of August 20, 2026.