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Capital Structure | 3 Months Ended
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Mar. 31, 2024
Equity [Abstract] |
Capital Structure | Capital Structure The Company has four classes of authorized common stock. The Class A Common Stock and the Class C Common Stock have one vote per share. The Class B Common Stock and the Class D Common Stock have 10 votes per share. Shares of the Company’s common stock generally vote together as a single class on all matters submitted to a vote of the Company’s stockholders. The Founder Member controls approximately 86.5% of the combined voting power of our common stock as a result of its ownership of our Class A, Class C and Class D Common Stock. The Company holds approximately a 57.8% interest in Virtu Financial at March 31, 2024. During the period prior to the Company's IPO and certain reorganization transactions consummated in connection with the IPO, Class A-2 profits interests and Class B interests in Virtu Financial were issued to Employee Holdco (as defined below) on behalf of certain key employees and stakeholders. In connection with these reorganization transactions, all Class A-2 profits interests and Class B interests were reclassified into Virtu Financial Units. As of March 31, 2024 and December 31, 2023, there were 4,040,772 and 4,040,772 Virtu Financial Units outstanding held by Employee Holdco (as defined below), respectively, and none and 173,535 of such Virtu Financial Units and corresponding Class C Common Stock were exchanged into Class A Common Stock, forfeited or repurchased during the three months ended March 31, 2024 and 2023, respectively. Amended and Restated 2015 Management Incentive Plan The Company’s Board of Directors and stockholders adopted the 2015 Management Incentive Plan, which became effective upon consummation of the IPO, and was subsequently amended and restated following receipt of approval from the Company’s stockholders on June 30, 2017, June 5, 2020 and June 2, 2022. The Amended and Restated 2015 Management Incentive Plan provides for the grant of stock options, restricted stock units, and other awards based on an aggregate of 26,000,000 shares of Class A Common Stock, subject to additional sublimits, including limits on the total option grant to any one participant in a single year and the total performance award to any one participant in a single year. On November 13, 2020, the Company amended its form award agreement for the issuance of RSUs to provide for the continued vesting of outstanding RSU awards upon the occurrence of a qualified retirement (the “RSU Amendment”). A qualified retirement generally means a voluntary resignation by the participant (i) after five years of service, (ii) the participant attaining the age of 50 and (iii) the sum of the participant's age and service at the time of termination equaling or exceeding 65. Continued vesting is subject to the participant entering into a 2 year non-compete. The RSU Amendment was authorized and approved by the Compensation Committee of the Company's Board of Directors. As a result of the RSU Amendment, currently issued and outstanding RSUs held by the Company's employees, including its executive officers, shall be deemed to be subject to the amended terms of the form award agreement, and any future RSU awards shall also be governed by such amended terms. Share Repurchase Program On November 6, 2020, the Company's Board of Directors authorized a share repurchase program of up to $100.0 million in Class A common stock and Virtu Financial Units by December 31, 2021. On February 11, 2021, the Company's Board of Directors authorized the expansion of the program by an additional $70 million in Class A Common Stock and Virtu Financial Units. On May 4, 2021, the Company's Board of Directors authorized the expansion of the Company's share repurchase program, increasing the total authorized amount by an additional $300 million in Class A Common Stock and Virtu Financial Units and extending the duration of the program through May 4, 2022. On November 3, 2021 the Company's Board of Directors authorized another expansion of the program by an additional $750 million to $1,220 million and extending the duration of the program through November 3, 2023, which was subsequently extended through December 31, 2024. The share repurchase program authorizes the Company to repurchase shares from time to time in open market transactions, privately negotiated transactions or by other means. Repurchases are also permitted to be made under Rule 10b5-1 plans. The timing and amount of repurchase transactions are determined by the Company's management based on its evaluation of market conditions, share price, cash sources, legal requirements and other factors. From the inception of the program through March 31, 2024, the Company repurchased approximately 45.6 million shares of Class A Common Stock and Virtu Financial Units for approximately $1,145.4 million. As of March 31, 2024, the Company has approximately $74.6 million remaining capacity for future purchases of shares of Class A Common Stock and Virtu Financial Units under the program. Employee Exchanges During the three months ended March 31, 2024 and 2023, pursuant to the exchange agreement by and among the Company, Virtu Financial and holders of Virtu Financial Units, certain current and former employees elected to exchange none and 152,037 units, respectively in Virtu Financial held directly or on their behalf by Virtu Employee Holdco LLC (“Employee Holdco”) on a one-for-one basis for shares of Class A Common Stock. Accumulated Other Comprehensive Income The following table presents the changes in Other Comprehensive Income for the three months ended March 31, 2024 and 2023:
|  | Three Months Ended March 31, 2024
(in thousands) |  | AOCI Beginning Balance |  | Amounts recorded in AOCI |  | Amounts reclassified from AOCI to income |  | AOCI Ending Balance
Net change in unrealized cash flow hedges gains (losses) (1) |  | $ | 23,416 |  |  | $ | 9,682 |  |  | $ | (8,788) |  |  | $ | 24,310 |
Foreign exchange translation adjustment |  | (6,369) |  |  | (2,037) |  |  | — |  |  | (8,406) |
Total |  | $ | 17,047 |  |  | $ | 7,645 |  |  | $ | (8,788) |  |  | $ | 15,904 |
(1) Amounts reclassified from AOCI to income are included within Financing interest expense on long-term borrowings on the Consolidated Statements of Comprehensive Income. As of March 31, 2024, the Company expects approximately $28.4 million to be reclassified from AOCI into earnings over the next 12 months. The timing of the reclassification is based on the interest payment schedule of the long-term borrowings.
|  | Three Months Ended March 31, 2023
(in thousands) |  | AOCI Beginning Balance |  | Amounts recorded in AOCI |  | Amounts reclassified from AOCI to income |  | AOCI Ending Balance
Net change in unrealized cash flow hedges gains (losses) (1) |  | $ | 44,925 |  |  | $ | (1,330) |  |  | $ | (6,504) |  |  | $ | 37,091 |
Foreign exchange translation adjustment |  | (13,321) |  |  | 980 |  |  | — |  |  | (12,341) |
Total |  | $ | 31,604 |  |  | $ | (350) |  |  | $ | (6,504) |  |  | $ | 24,750 |
(1) Amounts reclassified from AOCI to income are included within Financing interest expense on long-term borrowings on the Consolidated Statements of Comprehensive Income.

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