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): March 1, 2019

VIRTU FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

300 Vesey Street

New York, NY 10282

(Address of principal executive offices)

(212) 418-0100

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(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

Item 8.01.  Other Events.

Due to an administrative error, the Consent of Independent Registered Public Accounting Firm dated March 1, 2019 and filed as exhibit 23.1 to the Form 10-K of Virtu Financial, Inc. for the year ended December 31, 2018 filed on March 1, 2019, (the “2018 Form 10-K”) was incorrect.  The correct Consent of Independent Registered Public Accounting Firm dated March 1, 2019, referencing the Registrant’s Registration Statement on Form S-3 (Nos. 333-175700 and 333-146594) and on Form S-8 (Nos. 333-203478, 333-219110 and 333-230012) (the “Consent”), is attached to this report as Exhibit 23.1.  The Consent corrects the administrative error and does not change any previously reported financial results of operations or any other disclosures contained in the 2018 Form 10-K.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

2

EXHIBIT INDEX

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

4

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-203478, 333-219110 and 333-230012 on Form S-8 and Registration Statement Nos. 333-213157 and 333-224683 on Form S-3 of our report dated March 13, 2018, relating to the consolidated financial statements of Virtu Financial, Inc. and Subsidiaries (the “Company”), appearing in this Annual Report on Form 10-K of Virtu Financial, Inc., for the year ended December 31, 2018.

/s/ Deloitte & Touche LLP

New York, NY
March 1, 2019