Virtu Financial, Inc. filed a Form 8-K on November 5, 2026, disclosing that its Board of Directors approved a Plan of Conversion to reincorporate the company from Delaware to Texas, and separately reporting financial results for the quarter ended September 30, 2026.

Key Highlights

  • Board approval: On November 4, 2026, the Board of Directors, upon the unanimous recommendation of a special committee, adopted resolutions approving a Plan of Conversion to reincorporate from Delaware to Texas.
  • Majority stockholder consent: TJMT Holdings LLC, which holds a majority of the aggregate voting power of the issued and outstanding common stock entitled to vote, approved the reincorporation by written consent on November 4, 2026.
  • Share conversion: Each share of Class A, Class B, Class C, and Class D common stock, each with par value $0.00001 per share, will automatically convert one-for-one into the corresponding class of Texas corporation stock at the effective time.
  • Continuity of governance: Directors, officers, board committees, employment agreements, benefit plans, and outstanding equity awards will continue on the same terms and conditions after the reincorporation.
  • Conditions remain: Consummation is subject to conditions including continued effectiveness of the reincorporation resolutions, requisite stockholder approval, and any required regulatory or contractual approvals, consents, notices, or filings.
  • SEC information statement required: The company disclosed it will file an information statement with the SEC regarding the reincorporation prior to the effective time.
  • Q3 2026 results also reported: A press release setting forth financial results for the quarter ended September 30, 2026 was attached as Exhibit 99.1 to the filing.

Virtu Financial Discloses Delaware-to-Texas Conversion Plan and Stockholder Approval

According to the filing, Virtu Financial, Inc. (NYSE:VIRT) reported on November 5, 2026 that its Board of Directors had unanimously, upon the recommendation of a special committee, adopted resolutions on November 4, 2026 approving a Plan of Conversion. The plan provides for the company to convert from a corporation organized under the laws of the State of Delaware to a corporation organized under the laws of the State of Texas. The company disclosed that it will continue its existence "without lapse or interruption" as a Texas corporation under the same name, Virtu Financial, Inc.

The filing states that TJMT Holdings LLC, which holds a majority of the aggregate voting power of the issued and outstanding common stock entitled to vote on the reincorporation, approved and adopted the reincorporation, the Plan of Conversion, and the related resolutions by written consent on November 4, 2026. At the effective time, the company's internal affairs will cease to be governed by the General Corporation Law of the State of Delaware and will instead be governed by the Texas Business Organizations Code, along with a new Texas certificate of formation and Texas bylaws attached to the Plan of Conversion.

The filing notes that the Plan of Conversion may be terminated, and the reincorporation may be abandoned or deferred, at any time prior to the effective time if the Board determines that doing so would be in the best interests of the company and its stockholders. The Texas corporation will remain responsible for all debts and liabilities of the company, according to the filing. The description of the Plan of Conversion in the 8-K is stated to be qualified in its entirety by reference to the full text of Exhibit 2.1 attached to the report. The filing was signed by Justin Waldie, Senior Vice President, Secretary and General Counsel.

What Was Disclosed

Virtu Financial filed an 8-K reporting Board approval of a Plan of Conversion to reincorporate from Delaware to Texas, majority stockholder written consent by TJMT Holdings LLC, one-for-one share conversion terms, and Q3 2026 financial results via an attached press release.