{"url_path":"/sec/virt/8-k/2026-06-09/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 ****Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-09","source_url":"https://www.sec.gov/Archives/edgar/data/1592386/0001104659-26-071832-index.html","accession_number":"0001104659-26-071832","cik":"0001592386","ticker":"VIRT","issuer_name":"Virtu Financial, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1592386/0001104659-26-071832-index.html","primary_entity_key":"0001592386","primary_entity_name":"Virtu Financial, Inc."},"word_count":818,"has_tables":true,"body_markdown":"**Item 5.02****Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n \n\n**Compensatory Arrangements of Certain Officers**\n\n \n\nOn June 8, 2026, Virtu Financial Operating LLC\n(“VFO”), a subsidiary of Virtu Financial, Inc. (the “Company”) entered into an amended and restated employment\nletter agreement (the “Amended and Restated Employment Agreement”) with Ms. Cindy Lee, the Company’s Chief Financial\nOfficer.\n\n \n\nUnder the Amended and Restated Employment Agreement,\nMs. Lee’s annual base salary is $500,000 per year, and Ms. Lee will be eligible to receive a discretionary annual bonus.\n\n \n\nMs. Lee will also receive a special long-term\nequity award under the Amended and Restated Employment Agreement of 20,000 restricted shares or RSUs (the “Special Award”),\nsubject to the terms and conditions of the Company’s Second Amended and Restated 2015 Management Incentive Plan and the terms of\na separate award agreement, the form of which has previously been filed with the SEC (the “Award Agreement”). The Special\nAward will vest in three equal annual installments on the first three anniversaries of the date of grant.\n\n \n\nThe Amended and Restated Employment Agreement\nhas an initial term expiring June 30, 2029, with automatic one-year renewal periods thereafter unless either party provides notice of\nnon-renewal at least ninety days in advance of the expiration of the then-current term.\n\n \n\nUnder the Amended and Restated Employment Agreement, if Ms. Lee’s\nemployment is terminated by VFO without cause, due to death or disability, by Ms. Lee for good reason, or due to the expiration of the\nterm on the expiration date as a result of the Company’s delivery of a notice of non-renewal of the term (each, a “Qualifying\nTermination”), then in addition to receiving her accrued amounts, Ms. Lee will be entitled to, subject to the execution of a release\nof claims: (1) severance pay in an aggregate amount equal to the greater of (a) one times her base salary or (b) the amount of base salary\nthat would have been paid through the end of the term but for the termination (the “Severance Amount”); (2) continued health,\ndental, vision and life insurance benefits under the terms of the Company’s benefit plans for (x) twelve months or (y) the period\nfrom termination of employment through the remainder of the term, whichever is longer (the “Benefits Continuation Period”);\nand (3) a pro rata portion of the next scheduled vesting installment under the Special Award plus the full next installment of the Special\nAward, if any (collectively, the “Equity Acceleration”).\n\n \n\nIf a Qualifying Termination occurs (i) in anticipation of, and at\na time when material steps have been taken toward, a change in control and a change in control does occur, or (ii) within twelve months\nfollowing a change in control, then Ms. Lee is entitled to the payments and benefits described above; however (1) in lieu of the Severance\nAmount, Ms. Lee will be entitled to receive two and a half times the sum of (x) her base salary and (y) the annual bonus (including any\namounts deferred or satisfied through the grant of equity awards) most recently awarded to her for a completed fiscal year of the Company\nand (2) the Benefits Continuation Period will be extended to (x) 24 months or (y) the period from termination of employment through the\nremainder of the term, whichever is longer. In the event that the Qualifying Termination occurs in anticipation of, and at a time when\nmaterial steps have been taken toward, a change in control and a change in control does occur, then any amounts payable to Ms. Lee pursuant\nto this paragraph will be adjusted to reflect any prior receipt of the Severance Amount or Equity Acceleration. \n\n \n\nMs. Lee previously agreed to and remains subject\nto a restrictive covenant agreement with VFO that provides for confidentiality and non-disparagement restrictions and that provides that\nshe will not engage in any business that competes with the Company or its affiliates, and that she will not solicit or hire employees,\nconsultants or members of VFO, its subsidiaries or its affiliates, during her employment and for a period of 12 months thereafter.\n\n \n\nThe foregoing description does not purport to\nbe a complete statement of the parties’ rights and obligations under, and is qualified in its entirety by reference to the full\ntext of, the Amended and Restated Employment Agreement, which will be filed as an exhibit to the Company’s next quarterly report\non Form 10-Q, and the Award Agreement, which was filed as Exhibit 10.2 to the Company's Form 10-K for the year ended December 31, 2023.\n\n \n\n2 \n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto\nduly authorized.\n\n \n\n \n**VIRTU FINANCIAL, INC.**\n\n \n \n\n \nBy:\n/s/ JUSTIN WALDIE\n\n \n \nName:\nJustin Waldie\n\n \n \nTitle:\n*Senior Vice President, Secretary and General Counsel*\n\n \n\nDated: June 9, 2026\n\n  \n\n3"}