10-K – 2026-02-05 – tw-20251231.htm

• We evaluated the Company’s analyses regarding the impact of tax legislation, such as the One Big Beautiful Bill Act (“OBBBA”), on the Company’s income tax provision and disclosures. We also evaluated the Company’s application of accounting guidance relevant to income taxes, such as the enhanced income tax disclosures under Accounting Standards Update No. 2023-09 Income Taxes (Topic 740)—Improvements to Income Tax Disclosures.
• We evaluated both positive and negative evidence in management’s assessment of the Company’s ability to utilize the deferred tax assets in future years to conclude if it is appropriate to continue to recognize a deferred tax asset.
• We evaluated the appropriateness of the recognition, measurement and accuracy of the Company’s unrecognized tax benefits (“UTB”) to determine if they have been correctly recognized if they meet the “more likely than not threshold” to be realized.

/s/ Deloitte & Touche LLP
New York, New York
February 5, 2026
We have served as the Company’s auditor since 2018.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Tradeweb Markets Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Tradeweb Markets Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 5, 2026 expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
New York, New York
February 5, 2026

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Tradeweb Markets Inc. and Subsidiaries
Consolidated Statements of Financial Condition
(dollars in thousands, except per share amounts)

December 31,
2025 2024
Assets

Cash and cash equivalents $ 2,084,739   $ 1,340,302  
Restricted cash 1,000   1,000  
Receivable from brokers and dealers and clearing organizations 8,630   67,805  
Deposits with clearing organizations 58,282   54,702  
Accounts receivable, net of allowance for credit losses of $ 587 and $ 447 at December 31, 2025 and 2024, respectively
257,845   222,268  
Furniture, equipment, purchased software and leasehold improvements, net of accumulated depreciation and amortization 78,193   45,973  
Lease right-of-use assets 123,065   33,550  
Software development costs, net of accumulated amortization 270,295   296,721  
Goodwill 3,150,112   3,150,112  
Intangible assets, net of accumulated amortization 1,148,015   1,280,892  
Receivable and due from related parties 8,303   8,094  
Deferred tax asset 568,832   659,203  
Digital assets and other investments at fair value 291,997   11,206  
Other assets 140,249   96,165  
Total assets $ 8,189,557   $ 7,267,993  

Liabilities and Equity
Liabilities

Payable to brokers and dealers and clearing organizations $ 3,363   $ 67,816  
Accrued compensation 251,169   222,959  
Deferred revenue 29,030   30,800  
Accounts payable, accrued expenses and other liabilities 183,970   95,290  
Lease liabilities 139,168   35,748  
Payable and due to related parties 7,090   763  
Deferred tax liability 50,011   42,893  
Tax receivable agreement liability 336,519   372,839  
Total liabilities 1,000,320   869,108  

Commitments and contingencies (Note 17)

Equity
Preferred stock, $ 0.00001 par value; 250,000,000 shares authorized; none issued or outstanding
—   —  
Class A common stock, $ 0.00001 par value; 1,000,000,000 shares authorized; 115,502,689 and 115,977,551 shares issued and outstanding as of December 31, 2025 and 2024, respectively
1   1  
Class B common stock, $ 0.00001 par value; 450,000,000 shares authorized; 96,933,192 and 96,933,192 shares issued and outstanding as of December 31, 2025 and 2024, respectively
1   1  
Class C common stock, $ 0.00001 par value; 350,000,000 shares authorized; 18,000,000 and 18,000,000 shares issued and outstanding as of December 31, 2025 and 2024, respectively
—   —  
Class D common stock, $ 0.00001 par value; 300,000,000 shares authorized; 5,056,868 and 5,073,538 shares issued and outstanding as of December 31, 2025 and 2024, respectively
—   —  
Additional paid-in capital 4,895,810   4,813,408  
Accumulated other comprehensive income (loss) 10,899   ( 9,981 )
Retained earnings 1,601,044   996,763  
Total stockholders’ equity attributable to Tradeweb Markets Inc. 6,507,755   5,800,192  
Non-controlling interests 681,482   598,693  
Total equity 7,189,237   6,398,885  
Total liabilities and equity $ 8,189,557   $ 7,267,993  

The accompanying notes are an integral part of these consolidated financial statements.
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Tradeweb Markets Inc. and Subsidiaries
Consolidated Statements of Income
(dollars in thousands, except per share amounts)

Year Ended
December 31,
2025 2024 2023
Revenues
Transaction fees and commissions $ 1,700,427   $ 1,423,547   $ 1,078,344  
Subscription fees 234,017   206,659   183,972  
LSEG market data fees 93,197   82,145   64,336  
Other 24,788   13,598   11,567  
Total revenue 2,052,429   1,725,949   1,338,219  

Expenses
Employee compensation and benefits 670,831   592,690   460,305  
Depreciation and amortization 250,189   219,999   185,350  
Technology and communications 128,327   98,568   77,506  
General and administrative 88,402   56,317   51,495  
Professional fees 53,391   60,132   42,364  
Occupancy 25,951   20,215   15,930  
Total expenses 1,217,091   1,047,921   832,950  
Operating income 835,338   678,028   505,269  
Tax receivable agreement liability adjustment (1)
9,786   7,730   ( 9,517 )
Interest income 68,407   74,037   67,397  
Interest expense ( 1,941 ) ( 4,279 ) ( 2,047 )
Other income (loss), net 263,384   ( 1,114 ) ( 13,122 )
Income before taxes 1,174,974   754,402   547,980  
Provision for income taxes ( 253,474 ) ( 184,439 ) ( 128,477 )
Net income 921,500   569,963   419,503  
Less: Net income attributable to non-controlling interests 108,708   68,456   54,637  
Net income attributable to Tradeweb Markets Inc. $ 812,792   $ 501,507   $ 364,866  

Earnings per share attributable to Tradeweb Markets Inc. Class A and B common stockholders:
Basic $ 3.81   $ 2.35   $ 1.73  
Diluted $ 3.78   $ 2.33   $ 1.71  
Weighted average shares outstanding:
Basic 213,213,371   213,030,056   210,796,802  
Diluted 214,898,240   214,924,763   212,668,808  

(1) See Note 10 – Tax Receivable Agreement.
The accompanying notes are an integral part of these consolidated financial statements.
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Tradeweb Markets Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(dollars in thousands)

Year Ended
December 31,
2025 2024 2023
Net income $ 921,500   $ 569,963   $ 419,503  
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, with no tax benefit for each of the years ended December 31, 2025, 2024 and 2023
12,889   ( 5,088 ) 5,419  
Unrealized gain on available-for-sale debt security, net of tax expense of $ 3,387 for the year ended December 31, 2025
10,598   —   —  
Other comprehensive income (loss), net of tax 23,487   ( 5,088 ) 5,419  

Comprehensive income 944,987   564,875   424,922  
Less: Net income attributable to non-controlling interests 108,708   68,456   54,637  
Less: Other comprehensive income (loss) attributable to non-controlling interests
2,600   ( 498 ) 569  
Comprehensive income attributable to Tradeweb Markets Inc. $ 833,679   $ 496,917   $ 369,716  

The accompanying notes are an integral part of these consolidated financial statements.
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Tradeweb Markets Inc. and Subsidiaries
Consolidated Statements of Changes in Equity
(dollars in thousands, except per share amounts)

Tradeweb Markets Inc. Stockholders’ Equity
Par Value
Class A
Common Stock Class B
Common Stock Class C
Common Stock Class D
Common Stock Additional
Paid-In
Capital Accumulated
Other
Comprehensive
Income (Loss) Retained
Earnings Non-
Controlling
Interests Total
Equity
Balance at December 31, 2022 $ 1   $ 1   $ —   $ —   $ 4,577,270   $ ( 10,113 ) $ 386,632   $ 592,525   $ 5,546,316  
Issuance of common stock from equity incentive plans —  —  —  —  15,238   —  —  —  15,238  
Share repurchases pursuant to share repurchase programs —  —  —  —  —  —  ( 35,205 ) —  ( 35,205 )
Tax receivable agreement liability and deferred taxes arising from LLC Interest ownership exchanges and the issuance of common stock from equity incentive plans —  —  —  —  53,395   —  —  —  53,395  
Adjustments to non-controlling interests —  —  —  —  77,767   ( 126 ) —  ( 77,641 ) —  
Distributions to non-controlling interests —  —  —  —  —  —  —  ( 12,439 ) ( 12,439 )
Dividends ($ 0.36 per share)
—  —  —  —  —  —  ( 75,909 ) —  ( 75,909 )
Stock-based compensation expense —  —  —  —  66,607   —  —  —  66,607  
Payroll taxes paid for stock-based compensation —  —  —  —  ( 51,519 ) —  —  —  ( 51,519 )
Net income —  —  —  —  —  —  364,866   54,637   419,503  
Other comprehensive income (loss) —  —  —  —  —  4,850   —  569   5,419  

Balance at December 31, 2023 $ 1   $ 1   $ —   $ —   $ 4,738,758   $ ( 5,389 ) $ 640,384   $ 557,651   $ 5,931,406  
Issuance of common stock from equity incentive plans —  —  —  —  6,743   —  —  —  6,743  
Issuance of common stock for business acquisitions —  —  —  —  40,025   —  —  —  40,025  
Share repurchases pursuant to the share repurchase programs —  —  —  —  —  —  ( 59,896 ) —  ( 59,896 )
Tax receivable agreement liability and deferred taxes arising from LLC Interest ownership exchanges and the issuance of common stock from equity incentive plans —  —  —  —  ( 15,326 ) —  —  —  ( 15,326 )
Adjustments to non-controlling interests —  —  —  —  ( 849 ) ( 2 ) —  851   —  
Distributions to non-controlling interests —  —  —  —  —  —  —  ( 27,767 ) ( 27,767 )
Dividends ($ 0.40 per share)
—  —  —  —  —  —  ( 85,232 ) —  ( 85,232 )
Stock-based compensation expense —  —  —  —  92,009   —  —  —  92,009  
Payroll taxes paid for stock-based compensation —  —  —  —  ( 47,952 ) —  —  —  ( 47,952 )
Net income —  —  —  —  —  —  501,507   68,456   569,963  
Other comprehensive income (loss) —  —  —  —  —  ( 4,590 ) —  ( 498 ) ( 5,088 )

Balance at December 31, 2024 $ 1   $ 1   $ —   $ —   $ 4,813,408   $ ( 9,981 ) $ 996,763   $ 598,693   $ 6,398,885  

Share repurchases pursuant to the share repurchase programs —  —  —  —  —  —  ( 106,167 ) —  ( 106,167 )
Tax receivable agreement liability and deferred taxes arising from LLC Interest ownership exchanges and the issuance of common stock from equity incentive plans —  —  —  —  21,459   —  —  —  21,459  
Adjustments to non-controlling interests —  —  —  —  3,821   ( 7 ) —  ( 3,814 ) —  
Distributions to non-controlling interests —  —  —  —  —  —  —  ( 24,705 ) ( 24,705 )
Dividends ($ 0.48 per share)
—  —  —  —  —  —  ( 102,344 ) —  ( 102,344 )
Stock-based compensation expense —  —  —  —  106,497   —  —  —  106,497  
Payroll taxes paid for stock-based compensation —  —  —  —  ( 49,375 ) —  —  —  ( 49,375 )
Net income —  —  —  —  —  —  812,792   108,708   921,500  
Other comprehensive income (loss) —  —  —  —  —  20,887   —  2,600   23,487  

Balance at December 31, 2025 $ 1   $ 1   $ —   $ —   $ 4,895,810   $ 10,899   $ 1,601,044   $ 681,482   $ 7,189,237  

The accompanying notes are an integral part of these consolidated financial statements.
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Tradeweb Markets Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(dollars in thousands)

Year Ended
December 31,
2025 2024 2023
Cash flows from operating activities
Net income $ 921,500   $ 569,963   $ 419,503  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization 250,189   219,999   185,350  
Stock-based compensation expense 103,537   89,649   65,128  
Digital assets received as revenue ( 10,947 ) ( 666 ) —  
Deferred tax expense 92,318   32,314   89,896  
Tax receivable agreement liability adjustment ( 9,786 ) ( 7,730 ) 9,517  
Other (income) loss, net ( 263,384 ) 1,114   13,122  
(Increase) decrease in operating assets:
Receivable from/payable to brokers and dealers and clearing organizations, net ( 5,278 ) 29,325   ( 28,946 )
Deposits with clearing organizations ( 3,331 ) ( 17,352 ) ( 12,799 )
Accounts receivable ( 30,059 ) ( 44,221 ) ( 21,081 )
Receivable and due from related parties/payable and due to related parties, net 5,732   ( 8,538 ) ( 4,241 )
Deferred tax asset as a result of transferable tax credit purchase 23,857   ( 23,857 ) —  
Other assets ( 16,501 ) ( 11,441 ) ( 3,919 )
Increase (decrease) in operating liabilities:
Securities sold under agreements to repurchase —   ( 21,612 ) 21,612  
Accrued compensation 24,689   56,459   7,964  
Deferred revenue ( 2,032 ) 4,577   2,796  
Accounts payable, accrued expenses and other liabilities 87,142   29,758   2,187  

Net cash provided by operating activities 1,167,646   897,741   746,089  
Cash flows from investing activities
Cash paid for acquisitions, net of cash acquired —   ( 860,126 ) ( 69,712 )
Cash paid for foreign currency call option, net of sale proceeds —   —   ( 1,289 )
Cash paid for investments ( 38,440 ) ( 20,195 ) —  
Cash received from sale of digital assets 15,000   —   —  
Purchases of furniture, equipment, software and leasehold improvements ( 40,552 ) ( 40,960 ) ( 18,529 )
Capitalized software development costs ( 62,541 ) ( 47,909 ) ( 43,235 )

Net cash used in investing activities ( 126,533 ) ( 969,190 ) ( 132,765 )
Cash flows from financing activities
Share repurchases pursuant to share repurchase programs ( 104,173 ) ( 59,052 ) ( 35,205 )
Proceeds from stock-based compensation exercises —   6,743   15,238  
Deferred financing costs —   —   ( 2,794 )

Dividends ( 102,344 ) ( 85,232 ) ( 75,909 )
Distributions to non-controlling interests ( 24,705 ) ( 27,767 ) ( 12,439 )
Payroll taxes paid for stock-based compensation ( 49,508 ) ( 47,997 ) ( 51,341 )
Payments on tax receivable agreement liability ( 26,745 ) ( 76,956 ) ( 5,724 )
Net cash used in financing activities ( 307,475 ) ( 290,261 ) ( 168,174 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash 10,799   ( 4,456 ) 4,089  
Net increase (decrease) in cash, cash equivalents and restricted cash 744,437   ( 366,166 ) 449,239  
Cash, cash equivalents and restricted cash
Beginning of period 1,341,302   1,707,468   1,258,229  
End of period $ 2,085,739   $ 1,341,302   $ 1,707,468  

The accompanying notes are an integral part of these consolidated financial statements.

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Tradeweb Markets Inc. and Subsidiaries
Consolidated Statements of Cash Flows - (Continued)
(dollars in thousands)

Year Ended
December 31,
2025 2024 2023
Supplemental disclosure of cash flow information:
Income taxes paid, net of (refunds) $ 58,061   $ 152,012   $ 28,641  
Cash paid for interest $ 2,547   $ 2,574   $ 1,305  
Non-cash investing and financing activities:
Issuance of common stock for business acquisitions $ —   $ 40,025   $ —  
Digital asset loan receivable obtained in exchange for digital assets $ 24,999   $ —   $ —  
Furniture, equipment, software and leasehold improvement additions included in accounts payable $ 1,104   $ 162   $ 1,834  
Lease right-of-use assets obtained in exchange for lease liabilities, net of modifications and terminations $ 101,660   $ 19,718   $ 10,395  
Leasehold improvements obtained in exchange for lease liabilities $ 11,374   $ —   $ —  
Unsettled share repurchases and excise tax included in other liabilities $ 2,838   $ 844   $ —  
Withholding taxes payable relating to stock-based compensation settlements included in accrued compensation $ —   $ 133   $ 178  
Stock-based compensation expense capitalized to software development costs $ 2,764   $ 2,344   $ 1,474  
Items arising from LLC Interest ownership changes:
Establishment of liabilities under tax receivable agreement $ 211   $ 3   $ 28,006  
Deferred tax asset $ 21,670   $ ( 15,323 ) $ 81,401  

Reconciliation of cash, cash equivalents and restricted cash as shown on the statements of financial condition: December 31,
2025 2024 2023
Cash and cash equivalents $ 2,084,739   $ 1,340,302   $ 1,706,468  
Restricted cash 1,000   1,000   1,000  
Cash, cash equivalents and restricted cash shown in the statement of cash flows $ 2,085,739   $ 1,341,302   $ 1,707,468  

The accompanying notes are an integral part of these consolidated financial statements.
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Notes to Consolidated Financial Statements

Page

Note 1
Organization
114

Note 2
Significant Accounting Policies
117

Note 3
Restricted Cash
124

Note 4
Acquisitions
125

Note 5
Software Development Costs
127

Note 6
Goodwill and Intangible Assets
128

Note 7
Leases
129

Note 8
Revenue
130

Note 9
Income Taxes
132

Note 1 0
Tax Receivable Agreement
135

Note 1 1
Stockholders’ Equity
136

Note 1 2
Non-Controlling Interests
138

Note 1 3
Stock-Based Compensation Plans
139

Note 1 4
Related Party Transactions
143

Note 1 5
Fair Value of Financial Instruments and Other Assets
145

Note 16
Credit Risk
151

Note 17
Commitments and Contingencies
152

Note 18
Earnings Per Share
154

Note 19
Regulatory Capital Requirements
155

Note 20
Business Segment and Geographic Information
155

Note 2 1
Subsequent Events
157

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Tradeweb Markets Inc. and Subsidiaries
Notes to Consolidated Financial Statements
1.     Organization
Tradeweb Markets Inc. (the “Corporation”) was incorporated as a Delaware corporation on November 7, 2018 to carry on the business of Tradeweb Markets LLC (“TWM LLC”) following the completion of a series of reorganization transactions on April 4, 2019 (the “Reorganization Transactions”), in connection with Tradeweb Markets Inc.’s initial public offering (the “IPO”), which closed on April 8, 2019. Following the Reorganization Transactions, Refinitiv ( as defined below) owned an indirect majority ownership interest in the Company (as defined below).
On January 29, 2021, London Stock Exchange Group plc (“LSEG”) completed its acquisition of the Refinitiv business from a consortium, including certain investment funds affiliated with The Blackstone Group Inc. (f/k/a The Blackstone Group L.P.) (“Blackstone”) as well as Thomson Reuters Corporation (“TR”), in an all share transaction (the “LSEG Transaction”).
In connection with the LSEG Transaction, the Corporation became a consolidating subsidiary of LSEG. Prior to the LSEG Transaction, the Corporation was a consolidating subsidiary of BCP York Holdings (“BCP”), a company owned by certain investment funds affiliated with Blackstone, through BCP’s previous majority ownership interest in Refinitiv. As used herein, “Refinitiv,” prior to the LSEG Transaction, means Refinitiv Holdings Limited, and unless otherwise stated or the context otherwise requires, all of its direct and indirect subsidiaries, and subsequent to the LSEG Transaction, refers to Refinitiv Parent Limited, and unless otherwise stated or the context otherwise requires, all of its subsidiaries. Refinitiv owns substantially all of the former financial and risk business of Thomson Reuters (as defined below), including, prior to and following the completion of the Reorganization Transactions, an indirect majority ownership interest in the Company. The Refinitiv business was rebranded by LSEG as LSEG Data & Analytics during the fourth quarter of 2023.
The Corporation is a holding company whose principal asset is LLC Interests (as defined below) of TWM LLC. As the sole manager of TWM LLC, the Corporation operates and controls all of the business and affairs of TWM LLC and, through TWM LLC and its subsidiaries, conducts the Corporation’s business. As a result of this control, and because the Corporation has a substantial financial interest in TWM LLC, the Corporation consolidates the financial results of TWM LLC and reports a non-controlling interest in the Corporation’s consolidated financial statements. As of both December 31, 2025 and 2024, Tradeweb Markets Inc. owned 90.2 % of TWM LLC and the non-controlling interest holders owned the remaining 9.8 % of TWM LLC.  References to LLC Interests held by Tradeweb Markets Inc. and comparable terminology refer to LLC Interests held by Tradeweb Markets Inc. directly as well as indirectly through direct, wholly-owned subsidiaries of Tradeweb Markets Inc. (which are holding companies with no independent operations).
Unless the context otherwise requires, references to the “Company” refer to Tradeweb Markets Inc. and its consolidated subsidiaries, including TWM LLC, following the completion of the Reorganization Transactions, and TWM LLC and its consolidated subsidiaries prior to the completion of the Reorganization Transactions.
A majority interest of Refinitiv (formerly the Thomson Reuters Financial & Risk Business) was acquired by BCP on October 1, 2018 (the “Refinitiv Transaction”) from TR. The Refinitiv Transaction resulted in a new basis of accounting for certain of the Company’s assets and liabilities beginning on October 1, 2018. See Note 2 – Significant Accounting Policies for a description of pushdown accounting applied as a result of the Refinitiv Transaction.
In connection with the Reorganization Transactions, TWM LLC’s limited liability company agreement (the “TWM LLC Agreement”) was amended and restated to, among other things, (i) provide for a new single class of common membership interests in TWM LLC (the “LLC Interests”), (ii) exchange all of the then existing membership interests in TWM LLC for LLC Interests and (iii) appoint the Corporation as the sole manager of TWM LLC. LLC Interests, other than those held by the Corporation, are redeemable or exchangeable in accordance with the TWM LLC Agreement for shares of Class A common stock, par value $ 0.00001 per share, of the Corporation (the “Class A common stock”) or Class B common stock, par value $ 0.00001 per share, of the Corporation (the “Class B common stock”), as the case may be, on a one -for-one basis.
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As used herein, references to “Continuing LLC Owners” refer collectively to (i) those owners of TWM LLC prior to the Reorganization Transactions (the “Original LLC Owners”) , incl uding an indirect subsidiary of Refinitiv, certain investment and commercial banks (collectively, the “Bank Stockholders”), and members of management, that contin ued to own LLC Interests after the completion of the IPO and Reorganization Transactions and that received shares of Class C common stock, par value $ 0.00001 per share, of the Corporation (the “Class C common stock”), shares of Class D common stock, par value $ 0.00001 per share, of the Corporation (the “Class D common stock”) or a combination of both, as the case may be, in connection with the completion of the Reorganization Transactions, (ii) any subsequent transferee of any Original LLC Owner that has executed a joinder agreement to the TWM LLC Agreement and (iii) solely with respect to the Tax Receivable Agreement (as defined in Note 10 – Tax Receivable Agreement), (x) those Original LLC Owners, including certain of the Bank Stockholders, that disposed of all of their LLC Interests for cash in connection with the IPO and (y) any party that has executed a joinder agreement to the Tax Receivable Agreement in accordance with the Tax Receivable Agreement.
The Company is a leader in building and operating electronic marketplaces for a global network of clients across the institutional, wholesale, retail and corporates client sectors. The Company’s principal subsidiaries include:
• Tradeweb LLC (“TWL”), a registered broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a member of the Financial Industry Regulatory Authority (“FINRA”), a member of the Municipal Securities Rulemaking Board (“MSRB”), a registered independent introducing broker with the Commodities Future Trading Commission (“CFTC”) and a member of the National Futures Association (“NFA”).
• Dealerweb LLC (“DW”) (formerly known as Hilliard Farber & Co., Inc. and Dealerweb Inc.), a registered broker-dealer under the Exchange Act and a member of FINRA and MSRB. DW is also registered as an introducing broker with the CFTC and a member of the NFA.
• Tradeweb Direct LLC (“TWD”) (formerly known as BondDesk Trading LLC), a registered broker-dealer under the Exchange Act and a member of FINRA and MSRB.
• Institutional Cash Distributors LLC (“ICDLC”), acquired on August 1, 2024, a registered broker-dealer under the Exchange Act and a member of FINRA.
• Tradeweb Europe Limited (“TEL”), a MiFID Investment Firm regulated by the Financial Conduct Authority (the “FCA”) in the UK and certain other global regulators and that maintains branches in Hong Kong and Singapore.
• TW SEF LLC (“TW SEF”), a Swap Execution Facility (“SEF”) regulated by the CFTC and certain other global regulators and a registered security-based swap execution facility (“SBSEF”) under the Exchange Act .
• DW SEF LLC (“DW SEF”), a SEF regulated by the CFTC and certain other global regulators.
• Tradeweb Japan K.K. (“TWJ”), a security house regulated by the Japanese Financial Services Agency (“JFSA”) and the Japan Securities Dealers Association (“JSDA”).
• Tradeweb EU B.V. (“TWEU”), a MiFID Investment Firm regulated by the Netherlands Authority for the Financial Markets (“AFM”), the De Nederlandsche Bank (“DNB”) and certain other global regulators and that maintains branches in France and Italy.
• Tradeweb Execution Services Limited (“TESL”), an Investment Firm (“BIPRU Firm”) regulated by the FCA in the UK with an exemption from the Australian Securities & Investments Commission (“ASIC”) from having to hold an Australian financial services license.
• Tradeweb Information Technology Services (Shanghai) Co., Ltd is a wholly-owned foreign enterprise (“WOFE”) in China. Its business scope includes information, data and technology related services including development, sales, import and export and consulting. The Tradeweb offshore electronic trading platform is recognized by the People’s Bank of China (“PBOC”) for the provision of Bond Connect, CIBM Direct RFQ and Swap Connect.
• Tradeweb Execution Services B.V. (“TESBV”), a MiFID Investment Firm authorized and regulated by the AFM, with permission to trade on a matched principal basis.
• Tradeweb Australia Pty Ltd (formerly Yieldbroker Pty Limited) (“YB” or “Yieldbroker”), acquired in August 2023, a Tier 1 Australian Markets Licensee in Australia, regulated by ASIC.
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• Tradeweb (DIFC) Limited (“TDIFC”), an Authorized Firm regulated by the Dubai Financial Services Authority (“DFSA”) with a license for “arranging deals in investments” for users to access the Company’s various trading venues that are also separately recognized by the DFSA.
• TW Technology and Trading Private Limited (“TTTL”), a private limited company incorporated in Mumbai, India. Its business scope includes providing a sales relationship support function for Tradeweb’s offshore trading platform into India.
• Tradeweb Brasil Ltda (“TWB”), a limited liability company incorporated in Sao Paulo, Brazil.
• Institutional Cash Distributors Limited (“ICDLT”), acquired on August 1, 2024, a firm engaged in the provision of intermediary services authorized and regulated by the FCA in the UK.
• ICD Europa - Empresa de Investimento, S.A. (“ICDEU”), acquired on August 1, 2024, was an investment firm regulated by the Comissão do Mercado de Valores Mobiliários (“CMVM”) in Portugal. ICDEU was dissolved and liquidated on June 17, 2025.
• Tradeweb Company, a Joint Stock Company incorporated in the Kingdom of Saudi Arabia (“TWSA”), authorized and regulated by the Capital Markets Authority (“CMA”) to operate an Alternative Trading System (“ATS”).
• Tradeweb Asia Pte. Ltd. (“TAPL”), a Singapore based company which received a Capital Markets Services License from the Monetary Authority of Singapore (“MAS”) on October 31, 2025.
• TW Global Capability Centre Private Limited (India) (“TWGC”), a private limited company based in Bangalore, India, operates as a support center for various administrative functions.
In August 2024, the Company acquired Institutional Cash Distributors (“ICD”) by purchasing all of the outstanding equity interests of each of ICD Intermediate Holdco 1, LLC, SCIC - ICD Blocker 1, Inc. and Parthenon Investors V ICD Blocker, Inc. (the “ICD Acquisition”). ICD is an institutional investment technology provider for corporate treasury organizations trading short-term investments. ICD’s flagship products include ICD Portal and ICD Portfolio Analytics. The portal is a one-stop shop to research, trade, analyze and report on investments across more than 40 available investment providers primarily offering money market funds and access to other short term products including deposits, fixed term funds and separately managed accounts (“SMAs”) (collectively referred to herein as “money market funds”). Portfolio Analytics is an AI-driven cloud solution for aggregating positions across a corporate treasury’s entire portfolio for analysis and reporting. With the 2024 acquisition of ICD and its proprietary technology, the Company added “corporates” as a client channel, serving corporate treasury professionals, complementing the Company’s previously existing focus on institutional, wholesale and retail clients. See Note 4 – Acquisitions for additional details on this acquisition.
In January 2024, the Company acquired R8FIN Holdings LP (together with its subsidiaries, “r8fin”) (the “r8fin Acquisition”). r8fin provides a suite of algorithmic-based tools as well as a thin-client execution management system (“EMS”) trading application to facilitate futures and cash trades. The solutions complement Tradeweb’s existing Dealerweb Active Streams, Dealerweb Central Limit Order Book (“CLOB”), Tradeweb Request-for-Quote (“RFQ”) and Tradeweb Automated Intelligent Execution (“AiEX”) offerings. See Note 4 – Acquisitions for additional details on this acquisition.
In August 2023, the Company acquired Yieldbroker, a leading Australian trading platform for Australian and New Zealand government bonds and interest rate derivatives, covering the institutional and wholesale client sector (the “Yieldbroker Acquisition”). This acquisition combined Australia and New Zealand’s highly attractive, fast-growing markets with Tradeweb’s international reach and scale.
In June 2021, the Company acquired Nasdaq’s U.S. fixed income electronic trading platform, formerly known as eSpeed (the “NFI Acquisition”), which is a fully executable CLOB for electronic trading in on-the-run (“OTR”) U.S. government bonds.
As of December 31, 2025:
• The public investors collectively owned 115,502,689 shares of Class A common stock, representing 10.0 % of the combined voting power of Tradeweb Markets Inc.’s issued and outstanding common stock and indirectly, through Tradeweb Markets Inc., owned 49.0 % of the economic interest in TWM LLC;
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• Refinitiv collectively owned 96,933,192 shares of Class B common stock, 18,000,000 shares of Class C common stock and 4,988,329 shares of Class D common stock, representing 89.9 % of the combined voting power of Tradeweb Markets Inc.’s issued and outstanding common stock and directly and indirectly, through Tradeweb Markets Inc., owned 50.9 % of the economic interest in TWM LLC; and
• Other stockholders that continued to own LLC Interests also collectively owned 68,539 shares of Class D common stock, representing less than 0.1 % of the combined voting power of Tradeweb Markets Inc.’s issued and outstanding common stock. Collectively, these stockholders directly owned less than 0.1 % of the economic interest in TWM LL C.
In addition, the Company’s basic and diluted earnings per share calculations for year ended December 31, 2025 were impacted by 167,018 of weighted average shares resulting from unvested or unsettled vested stock awards that were considered participating securities for purposes of calculating earnings per share in accordance with the two-class method. The Company’s diluted earnings per share calculation for year ended December 31, 2025 also includes 1,684,869 of weighted average shares resulting from the dilutive effect of its equity incentive plans. See Note 18 – Earnings Per Share for additional details.

2.     Significant Accounting Policies
The following is a summary of significant accounting policies:
Basis of Presentation
The consolidated financial statements have been presented in conformity with accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”). The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. As discussed in Note 1 – Organization, as a result of the Reorganization Transactions, Tradeweb Markets Inc. consolidates TWM LLC and its subsidiaries and TWM LLC is considered to be the predecessor to Tradeweb Markets Inc. for financial reporting purposes. Tradeweb Markets Inc. had no business transactions or activities and no substantial assets or liabilities prior to the Reorganization Transactions. The consolidated financial statements represent the financial condition and results of operations of the Company and report a non-controlling interest related to the LLC Interests held by Continuing LLC Owners.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and the difference may be material to the consolidated financial statements.
Reclassifications
Certain reclassifications have been made to the December 31, 2024 consolidated statement of financial condition, and related financial information, to conform to the current period presentation. These primarily include reclassifying approximately $ 11.2 million of digital assets and other investments recorded at fair value as of December 31, 2024 from other assets to digital assets and other investments at fair value. These reclassifications had no impact on total assets, total liabilities or total equity on the consolidated statement of financial condition, nor did they have any impact on the consolidated statements of income, comprehensive income, changes in equity or cash flows.
Business Combinations
Business combinations are accounted for under the purchase method of accounting pursuant to Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”) . The total cost of an acquisition is allocated to the underlying net assets based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. The fair value of assets acquired and liabilities assumed is determined based on assumptions that reasonable market participants would use in the principal (or most advantageous) market for the asset or liability. Determining the fair value of certain assets acquired and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates, growth rates, customer attrition rates and asset lives.
Transaction costs incurred to effect a business combination are expensed as incurred and are included as a component of professional fees or general and administrative expenses in the consolidated statements of income.
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Pushdown Accounting
In connection with the Refinitiv Transaction, a majority interest of Refinitiv was acquired by BCP on October 1, 2018 from TR. The Refinitiv Transaction was accounted for by Refinitiv in accordance with the acquisition method of accounting pursuant to ASC 805 , and pushdown accounting was applied to Refinitiv to record the fair value of the assets and liabilities of Refinitiv as of October 1, 2018, the date of the Refinitiv Transaction. The Company, as a consolidating subsidiary of Refinitiv, also accounted for the Refinitiv Transaction using pushdown accounting which resulted in a new fair value basis of accounting for certain of the Company’s assets and liabilities beginning on October 1, 2018. Under the pushdown accounting applied, the excess of the fair value of the Company above the fair value accounting basis of the net assets and liabilities of the Company as of October 1, 2018 was recorded as goodwill. The fair value of assets acquired and liabilities assumed was determined based on assumptions that reasonable market participants would use in the principal (or most advantageous) market for the asset or liability. The adjusted valuations primarily affected the values of the Company’s long-lived and indefinite-lived intangible assets, including software development costs.
Cash and Cash Equivalents
Cash and cash equivalents consists of cash and highly liquid investments with remaining maturities at the time of purchase of three months or less.
Allowance for Credit Losses
The Company continually monitors collections and payments from its clients and maintains an allowance for credit losses. The allowance for credit losses is based on an estimate of the amount of potential credit losses in existing accounts receivable, as determined from a review of aging schedules, past due balances, historical collection experience and other specific account data. An analysis of the financial condition of the Company’s counterparties is also performed. Additions to the allowance for credit losses relating to receivables are charged to credit loss expense, included as a component of general and administrative expenses in the consolidated statements of income. Aged balances that are determined to be uncollectible are written off against the allowance for credit losses.
An allowance for credit losses is also recognized for any credit impairment of the Company’s digital asset loan receivable and available-for-sale debt securities, with the credit loss included as a component of other income (loss), net in the consolidated statements of income. See Note 16 – Credit Risk for additional information.
Receivable from and Payable to Brokers and Dealers and Clearing Organizations
Receivable from and payable to brokers and dealers and clearing organizations consists of proceeds from wholesale transactions executed on the Company’s platform which failed to settle due to the inability of a transaction party to deliver or receive the transacted security. These securities transactions are generally collateralized by those securities. Until the failed transaction settles, a receivable from (and a matching payable to) brokers and dealers and clearing organizations is recognized for the proceeds from the unsettled transaction.
Deposits with Clearing Organizations
Deposits with clearing organizations are comprised of cash deposits.
Furniture, Equipment, Purchased Software and Leasehold Improvements
Furniture, equipment, purchased software and leasehold improvements are carried at cost less accumulated depreciation. Depreciation for furniture, equipment and purchased software is computed on a straight-line basis over the estimated useful lives of the related assets, ranging from three to seven years . Leasehold improvements are amortized over the lesser of the estimated useful lives of the leasehold improvements or the remaining term of the lease for office space.
Furniture, equipment, purchased software and leasehold improvements are tested for impairment whenever events or changes in circumstances suggest that an asset’s carrying value may not be fully recoverable.
As of December 31, 2025 and 2024, accumulated depreciation related to furniture, equipment, purchased software and leasehold improvements totaled $ 96.7  million and $ 92.0  million, respectively. Depreciation expense for furniture, equipment, purchased software and leasehold improvements for the years ended December 31, 2025, 2024 and 2023 was $ 25.6 million, $ 22.7 million and $ 21.3 million, respectively.
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Software Development Costs
The Company capitalizes costs associated with the development of internal use software at the point at which the conceptual formulation, design and testing of possible software project alternatives have been completed. The Company capitalizes employee compensation and related benefits and third party consulting costs incurred during the application development stage which directly contribute to such development. Such costs are amortized on a straight-line basis over three years . Software development costs acquired as part of the ICD Acquisition are amortized over eight years , software development costs acquired as part of the r8fin Acquisition are amortized over seven years and software development costs acquired as part of the Yieldbroker Acquisition and NFI Acquisition were both amortized over one year . Costs capitalized as part of the Refinitiv Transaction pushdown accounting allocation are amortized over nine years . The Company reviews the amounts capitalized for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable, or that their useful lives are shorter than originally expected. Non-capitalized software costs and routine maintenance costs are expensed as incurred.
Goodwill
Goodwill includes the excess of the fair value of the Company above the fair value accounting basis of the net assets and liabilities of the Company as previously applied under pushdown accounting in connection with the Refinitiv Transaction. Goodwill also includes the cost of acquired companies in excess of the fair value of identifiable net assets at the acquisition date, including the ICD Acquisition, the r8fin Acquisition, the Yieldbroker Acquisition and the NFI Acquisition, which were all accounted for as business combinations. Goodwill is not amortized, but is tested for impairment annually on October 1st and between annual tests, whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. Goodwill is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. The Company consists of one reporting unit for goodwill impairment testing purposes. An impairment loss is recognized if the estimated fair value of a reporting unit is less than its net book value. Such loss is calculated as the difference between the estimated fair value of goodwill and its carrying value.
Goodwill was last tested for impairment on October 1, 2025 and no impairment of goodwill was identified.
Intangible Assets
Intangible assets with a finite life are amortized over the estimated lives, ranging from four to fifteen years . These intangible assets subject to amortization are tested for impairment whenever events or changes in circumstances suggest that an asset’s or asset group’s carrying value may not be fully recoverable. Intangible assets with an indefinite useful life are tested for impairment at least annually. An impairment loss is recognized if the sum of the estimated discounted cash flows relating to the asset or asset group is less than the corresponding book value.
Investments in Digital Assets - Canton Coins
The Company performs services as a Super Validator and Validator on the Global Synchronizer, the Canton Network’s decentralized interoperability infrastructure. The Canton Network is a public-permissioned blockchain network designed with privacy and controls to facilitate the exchange of regulated financial assets. The Canton Network’s Global Synchronizer includes a utility token, which is a digital asset called the Canton Coin. As a Super Validator and Validator on the network, the Company verifies network transactions and contributes to the consensus mechanism of the network. For these validation services, the Company earns Canton Coins and then generally holds the Canton Coins on its balance sheet for investment purposes and may use Canton Coins to pay fees associated with its own Canton Network activity. The cost basis of the Canton Coins received throughout each day is initially recorded at its fair value on the date of receipt as a component of digital assets and other investments at fair value on the consolidated statements of financial condition. The Canton Coins are then remeasured to fair market value at the end of each reporting period through an adjustment to unrealized gain/(loss), included as a component of other income (loss), net on the consolidated statements of income. The Company employs the first-in-first-out (“FIFO”) method to determine the cost basis of its Canton Coins for the computation of gains and losses on any disposal or sale of Canton Coins. Realized gain/(loss) on any disposal or sale of Canton Coins are included as a component of other income (loss), net in the consolidated statements of income.
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Investments in Available-for-Sale Debt Securities
Investments in available-for-sale debt securities are carried at fair value with unrealized gains or losses excluded from earnings and reported in accumulated other comprehensive loss in the consolidated statements of financial condition until realized. On a quarterly basis, the Company assesses whether an impairment loss on its available-for-sale debt securities has occurred due to declines in fair value or other market conditions. When the amortized cost basis of an available-for-sale debt security exceeds its fair value, the security is deemed to be impaired. The portion of an impairment related to credit losses is determined by comparing the present value of cash flows expected to be collected from the security with the amortized cost basis of the security and is recorded as a charge in the consolidated statements of income. The remainder of an impairment is recognized in accumulated other comprehensive loss if the Company does not intend to sell the security and it is more likely than not that the Company will not be required to sell the security prior to recovery. Investments in available-for-sale debt securities are included as a component of digital assets and other investments at fair value on the consolidated statements of financial condition.
Equity Investments
When the Company does not have a controlling financial interest in an entity but is able to exercise significant influence over the entity’s operating and financial policies, the equity investment is accounted under the equity method of accounting. The Company records its estimated pro rata share of earnings or losses each reporting period as a component of other income (loss) in the consolidated statements of income and records any dividends as a reduction of the investment balance. Equity method investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. If the estimated fair value of the investment is less than the carrying amount and management considers the decline in value to be other than temporary, the excess of the carrying amount over the estimated fair value is recognized in net income as an impairment in the period the impairment occurs.
For minority investments in equity securities without a readily determinable fair value that are not accounted for under the equity method, the Company applies the measurement alternative. Under the measurement alternative, these investments are measured at cost, less impairment, plus or minus observable price changes (in orderly transactions) of an identical or similar investment of the same issuer. On a quarterly basis, the Company performs a qualitative assessment to evaluate whether the equity investment is impaired and if the Company determines that the equity investment is impaired on the basis of a qualitative assessment, the Company will recognize an impairment loss in net income equal to the amount by which the investment’s carrying amount exceeds its fair value.
Equity method investments and investments in equity securities without a readily determinable fair value are included as a component of other assets on the consolidated statements of financial condition.
Securities Sold Under Agreements to Repurchase
From time to time, the Company sells securities under agreements to repurchase in order to facilitate the clearance of securities. Securities sold under agreements to repurchase are treated as collateralized financings and are presented in the consolidated statements of financial condition at the amounts of cash received. Receivables and payables arising from these agreements are not offset in the consolidated statements of financial condition.
Leases
At lease commencement, a right-of-use asset and a lease liability are recognized for all leases with an initial term in excess of 12 months based on the initial present value of the fixed lease payments over the lease term. The lease right-of-use asset also reflects the present value of any initial direct costs, prepaid lease payments and lease incentives. The Company’s leases do not provide a readily determinable implicit discount rate. Therefore, management estimates the Company’s incremental borrowing rate used to discount the lease payments based on the information available at lease commencement. The Company includes the term covered by an option to extend a lease when the option is reasonably certain to be exercised. The Company has elected not to separate non-lease components from lease components for all leases. Significant assumptions and judgments in calculating the lease right-of-use assets and lease liabilities include the determination of the applicable borrowing rate for each lease. Operating lease expense is recognized on a straight-line basis over the lease term and included as a component of occupancy expense in the consolidated statements of income.
Revenue Recognition
The Company’s classification of revenues in the consolidated statements of income primarily represents revenues from contracts with customers disaggregated by type of revenue. See Note 8 – Revenue for additional details regarding revenue types and the Company’s policies regarding revenue recognition.
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Translation of Foreign Currency and Foreign Exchange Derivative Contracts
Revenues, expenses, assets and liabilities denominated in non-functional currencies are recorded in the appropriate functional currency for the legal entity at the rate of exchange prevailing at the transaction date. Monetary assets and liabilities that are denominated in non-functional currencies are then remeasured at the end of each reporting period at the exchange rate prevailing at the end of the reporting period. Foreign currency remeasurement gains or losses on monetary assets and liabilities in nonfunctional currencies are recognized in the consolidated statements of income within general and administrative expenses. The realized and unrealized gains/losses totaled a gain of $ 3.9  million, a loss of $ 4.5  million and a loss of $ 1.6  million for the years ended December 31, 2025, 2024 and 2023, respectively. Since the consolidated financial statements are presented in U.S. dollars, the Company also translates all non-U.S. dollar functional currency revenues, expenses, assets and liabilities into U.S. dollars. All non-U.S. dollar functional currency revenue and expense amounts are translated into U.S. dollars monthly at the average exchange rate for the month. All non-U.S. dollar functional currency assets and liabilities are translated at the rate prevailing at the end of the reporting period. Gains or losses on translation in the financial statements, when the functional currency is other than the U.S. dollar, are included as a component of other comprehensive income.
The Company enters into foreign currency forward contracts to mitigate its U.S. dollar and British pound sterling versus euro exposure, generally with a duration of less than 12 months. In June 2023, the Company also entered into a foreign currency call option on Australian dollars, see Note 15 – Fair Value of Financial Instruments and Other Assets for additional details. The Company’s foreign exchange derivative contracts are not designated as hedges for accounting purposes. Changes in the fair value during the period of foreign currency forward contracts, which were entered into for foreign exchange risk management purposes relating to operating activities, are recognized in the consolidated statements of income within general and administrative expenses and related cash flows are included in cash flows from operating activities. Changes in the fair value during the period of the foreign currency call option on Australian dollars, which was entered into for foreign exchange risk management purposes relating to investing activities, are recognized in the consolidated statements of income within other income/loss and related cash flows are included in cash flows from investing activities. The Company does not use derivative instruments for trading or speculative purposes. Realized and unrea lized gains/losses on foreig n currency forward contract s totaled a loss of $ 21.0  million, a gain of $ 15.0  million and a gain of $ 0.8  million for the years ended December 31, 2025, 2024 and 2023, respectively. Realized losses on the foreign currency call option on the Australian dollar du ring the year ended December 31, 2023 totaled $ 1.3  million . As of December 31, 2025 and 2024, the counterparty on each of the foreign exchange derivative contracts was an affiliate of LSEG and therefore the corresponding assets or liabilities on such contracts were included in receivable and due from related parties or payable and due to related parties, respectively, on the accompanying consolidated statements of financial condition. See Note 15 – Fair Value of Financial Instruments and Other Assets for additional details on the Company’s derivative instruments.
Income Tax
The Corporation is subject to U.S. federal, state and local income taxes with respect to its taxable income, including its allocable share of any taxable income of TWM LLC, and is taxed at prevailing corporate tax rates. TWM LLC is a multiple member limited liability company taxed as a partnership and accordingly any taxable income generated by TWM LLC is passed through to and included in the taxable income of its members, including the Corporation. Income taxes also include unincorporated business taxes on income earned or losses incurred for conducting business in certain state and local jurisdictions, income taxes on income earned or losses incurred in foreign jurisdictions on certain operations and federal and state income taxes on income earned or losses incurred, both current and deferred, on subsidiaries that are taxed as corporations for U.S. tax purposes.
The Company records deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. The Company measures deferred taxes using the enacted tax rates and laws that will be in effect when such temporary differences are expected to reverse. The Company evaluates the need for valuation allowances based on the weight of positive and negative evidence. The Company records valuation allowances wherever management believes it is more likely than not that the Company will not be able to realize its deferred tax assets in the foreseeable future.
The Company records uncertain tax positions on the basis of a two-step process whereby (i) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.
The Company recognizes interest and penalties related to income taxes within the provision for income taxes in the consolidated statements of income. Accrued interest and penalties are included within accounts payable, accrued expenses and other liabilities in the consolidated statements of financial condition.
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The Company has elected to treat taxes due on future U.S. inclusions in taxable income under the global intangible low-taxed income (“GILTI”) provision of the Tax Cuts and Jobs Act of 2017 as a current period expense when incurred.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. The OBBBA did not have a material impact on the Company’s consolidated statements of financial condition, income or cash flows as of or for the year ended December 31, 2025. The Company will continue to evaluate the implications of this legislation on future periods.
On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA established a 15% corporate alternative minimum tax (“CAMT”) effective for taxable years beginning after December 31, 2022, and imposed a 1% excise tax on the repurchase after December 31, 2022 of stock by publicly traded U.S. corporations. The 1% excise tax did not have a material impact on the Company’s consolidated statements of financial condition, income or cash flows as of or for the years ended December 31, 2025, 2024 and 2023. The Company is subject to the current 15% CAMT, however, it did not have an impact on the Company’s effective tax rate for the years ended December 31, 2025, 2024 or 2023.
On October 8, 2021, the Organization for Economic Cooperation and Development announced an accord endorsing and providing an implementation plan focused on global profit allocation, and implementing a global minimum tax rate of at least 15% for large multinational corporations on a jurisdiction-by-jurisdiction basis, known as the “Two Pillar Plan.” On December 15, 2022, the European Council formally adopted a European Union directive on the implementation of the plan which became effective for the Company beginning on January 1, 2024. The Company falls under the provisions of the Two Pillar Plan and related tax impacts per local country adoption as it is a consolidating subsidiary of LSEG. The Two Pillar Plan did not have a material impact on the Company’s consolidated statements of financial condition, income or cash flows as of or for the years ended December 31, 2025 and 2024. The Company continues to monitor developments related to the G7’s discussions on global tax reform and is awaiting legislative updates.
Stock-Based Compensation
The stock-based payments received by the employees of the Company are accounted for as equity awards. The Company measures and recognizes the cost of employee services received in exchange for awards of equity instruments based on their estimated fair values measured as of the grant date. These costs are recognized as an expense over the requisite service period, with an offsetting increase to additional paid-in capital. The grant-date fair value of stock-based awards that do not require future service (i.e., vested awards) are expensed immediately.
The grant-date fair value of stock-based awards with only time-based vesting requirements and stock-based awards that also vest based on the financial performance of the Company are determined based on the price of the Company’s Class A common stock on the grant date. For performance-based restricted stock units that vest based on the financial performance of the Company, the number of shares included in the stock-based compensation expense calculation each period is based on management’s estimate of the probable number of shares expected to be issued at settlement.
For performance-based restricted stock units that vest based on market conditions, the Company recognizes stock-based compensation expense based on the estimated grant-date fair value of the awards computed with the assistance of a valuation specialist using a Monte Carlo simulation on a binomial model. The significant assumptions used to estimate the fair value of the performance-based restricted stock units that vest based on market conditions are years of maturity, annualized volatility and the risk-free interest rate. The maturity period represents the period of time that the award granted was modeled into the future, the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the maturity period of the award and the expected volatility is based upon historical volatility of the Company’s Class A common stock. If the service condition applicable for such award is met, expense is recognized based on the grant-date fair value of the award even if the market condition is not achieved.
Forfeitures of stock-based awards related to service conditions not being met are recognized as they occur.
Prior to the IPO, the Company awarded options to management and other employees (collectively, the “Special Option Award”) under the Amended and Restated Tradeweb Markets Inc. Option Plan (the “Option Plan”). The non-cash stock-based compensation expense associated with the Special Option Award was expensed beginning in the second quarter of 2019 and ended during the first quarter of 2024 when all previously awarded options were fully vested.
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Earnings Per Share
Basic and diluted earnings per share are computed in accordance with the two-class method as unvested or unsettled vested stock awards issued to certain retired or terminated employees are entitled to non-forfeitable dividend equivalent rights and are considered participating securities prior to being issued and outstanding shares of common stock. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Basic earnings per share is computed by dividing the net income attributable to the Company’s outstanding shares of Class A and Class B common stock by the weighted-average number of the Company’s shares outstanding during the period. For purposes of computing diluted earnings per share, the weighted-average number of the Company’s shares reflects the dilutive effect that could occur if all potentially dilutive securities were converted into or exchanged or exercised for the Company’s Class A or Class B common stock.
The dilutive effect of stock options and other stock-based payment awards is calculated using the treasury stock method, which assumes the proceeds from the exercise of these instruments are used to purchase shares of Class A common stock at the average market price for the period. The dilutive effect of LLC Interests held by non-controlling interests is evaluated under the if-converted method, where the securities are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period presented. Performance-based stock awards are considered contingently issuable shares and their dilutive effect is included in the denominator of the diluted earnings per share calculation for the entire period, if those shares would be issuable as of the end of the reporting period, assuming the end of the reporting period was also the end of the contingency period.
Shares of Class C and Class D common stock do not have economic rights in Tradeweb Markets Inc. and, therefore, are not included in the calculation of basic earnings per share.
Fair Value Measurement
Fair value represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). Financial instruments that the Company owns (long positions) are marked to bid prices, and instruments that the Company has sold, but not yet purchased (short positions) are marked to offer prices. Fair value measurements do not include transaction costs.
The fair value hierarchy under ASC 820, Fair Value Measurement (“ASC 820”) , prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below.
Basis of Fair Value Measurement
An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
• Level 1 : Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
• Level 2 : Quoted prices in markets that are not considered to be active or for which all significant inputs are observable, either directly or indirectly;
• Level 3 : Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
Recent Accounting Pronouncements
In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which clarifies interim disclosure requirements and the applicability of Topic 270. The amendments in this ASU result in a comprehensive list of interim disclosures that are required by GAAP and include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that had a material impact on the entity. ASU 2025-11 also clarifies the types of interim reporting and the form and content of interim financial statements prepared in accordance with GAAP. ASU 2025-11 is effective for the Company’s interim reporting periods beginning on January 1, 2028. The guidance may be applied on a prospective or retrospective basis and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-11 on its interim consolidated financial statements.
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In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”). ASU 2025-07 adds a new scope exception to derivative accounting guidance for non-exchange traded contracts with underlyings based on operations or activities specific to one of the parties to the contract. However, this scope exception does not apply to (1) variables based on a market rate, market price or market index, (2) variables based on the price or performance (including default) of a financial asset or financial liability of one of the parties to the contract, (3) contracts (or features) involving the issuer’s own equity and (4) call and put options on debt instruments. The ASU also clarifies that an entity should apply the guidance from revenue from contracts with customers, including the non-cash consideration guidance therein, to a contract with share-based non-cash consideration from a customer for the transfer of goods or services unless and until the entity’s right to receive or retain the share-based non-cash consideration is unconditional. ASU 2025-07 is effective for the Company’s interim and annual reporting periods beginning on January 1, 2027. The guidance may be applied on a prospective or modified retrospective basis and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-07 on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which amends certain aspects of the accounting for and disclosure of internal-use software development costs. To address that software is not always developed in a linear manner, ASU 2025-06 removes the previous references to project development stages and enhances the guidance on how to evaluate whether the probable-to-complete recognition threshold has been met. ASU 2025-06 is effective for the Company’s interim and annual reporting periods beginning on January 1, 2028. The guidance may be applied on a prospective, retrospective or modified prospective transition basis and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-06 on its consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 introduces a practical expedient for measuring expected credit losses that permits entities to assume that current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and current contract assets arising from revenue from contracts with customers. ASU 2025-05 is effective for the Company’s interim and annual reporting periods beginning on January 1, 2026. The guidance is to be applied on a prospective basis and early adoption is permitted. The Company does not expect the adoption of ASU 2025-05 to have a material impact on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires the disaggregation of certain costs and expenses in the notes to the financial statements to provide enhanced transparency into the expense captions presented on the face of the income statement. ASU 2024-03 is effective for the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2027 and for interim periods beginning in 2028. The guidance may be applied on a prospective or retrospective basis and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 expands income tax disclosure requirements and requires the Company disclose (i) an income tax rate reconciliation using both percentages and reporting currency amounts; (ii) specific categories within the income tax rate reconciliation; (iii) additional information for reconciling items that meet a quantitative threshold; (iv) the composition of state and local income taxes by jurisdiction; and (v) the amount of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective beginning with this Annual Report on Form 10-K for the year ended December 31, 2025, and was applied retrospectively to all periods presented. The additional required disclosures are included in Note 9 – Income Taxes.

3.     Restricted Cash
Cash has been segregated in a special reserve bank account for the benefit of brokers and dealers under SEC Rule 15c3-3. The Company computes the proprietary accounts of broker-dealers (“PAB”) reserve, which requires the Company to maintain minimum segregated cash in the amount of excess total credits per the reserve computation. As of both December 31, 2025 and 2024, cash in the amount of $ 1.0 million, has been segregated in the PAB reserve account, exceeding the requirements pursuant to SEC Rule 15c3-3.
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4.      Acquisitions
ICD
On August 1, 2024, the Company completed its acquisition of ICD in exchange for total purchase consideration of $ 774.2 million.
In connection with the acquisition closing, the Corporation was required to issue and sell $ 4.5  million of shares of its Class A common stock in reliance on Section 4(a)(2) of the Securities Act, to an equityholder of the ICD seller, who was also an employee of ICD and is currently an employee of the Company. These shares of Class A common stock were issued and sold as restricted stock (“RSAs”), subject to vesting and forfeiture terms, pursuant to the Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan. The 41,705 RSAs issued at closing, had a fair market value of $ 4.7 million as of the acquisition date, and will cliff vest at the end of a two-year service period. Of the $ 4.7 million in RSAs issued, $ 3.3 million was allocated to consideration transferred for the business combination, relating to the pre-combination service period completed before the acquisition date, and $ 1.3 million will be amortized into stock-based compensation expense over the two - year service period required subsequent to the acquisition date.
Cash paid at closing, net of $ 23.3 million in cash acquired and net of $ 4.5  million in proceeds from the sale of RSAs, totaled $ 773.8 million. Of this amount, $ 770.9 million was determined to be the net cash consideration transferred for the business combination, $ 1.4 million was recorded as compensation expense during the year ended December 31, 2024, related to the acceleration of vesting on the acquisition date of previously unvested stock awards issued by the ICD seller, and $ 1.4 million was recorded as a prepaid asset, to be recognized as compensation expense over a two-year required service period, relating to sale proceeds held in escrow for certain key executives, who are required to remain employed by the Company during that service period in order to receive the escrow portion of their sale proceeds.
ICD is an institutional investment technology provider for corporate treasury organizations trading short-term investments and with the 2024 acquisition of ICD and its proprietary technology, the Company added “corporates” as a client channel, serving corporate treasury professionals, complementing the Company’s previously existing focus on institutional, wholesale and retail clients.
r8fin
On January 19, 2024, the Company completed its acquisition of r8fin in exchange for total purchase consideration of $ 125.9 million, consisting of $ 89.2 million in cash paid at closing (net of cash acquired) and the issuance of 374,601 shares of Class A common stock of the Corporation valued as of the acquisition date at $ 36.7 million. r8fin provides a suite of algorithmic-based tools as well as a thin-client EMS trading application to facilitate futures and cash trades.
Business Combinations
The ICD and r8fin acquisitions were accounted for as business combinations and the Company utilized the assistance of a third-party valuation specialist to determine the fair value of the assets acquired and liabilities assumed at the date of the closing of each respective acquisition. The fair values were determined based on assumptions that reasonable market participants would use in the principal (or most advantageous) market and primarily included significant unobservable inputs (Level 3).
Customer relationships were valued using the income approach, specifically a multi-period excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then examines the excess return that is attributable to the intangible asset being valued. The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the customer relationships relative to the overall business. In developing a discount rate for the customer relationships, the Company estimated a weighted-average cost of capital for the overall business and employed an intangible asset risk premium to this rate when discounting the excess earnings related to customer relationships. The resulting discounted cash flows were then tax-affected at the applicable statutory rate.
The acquired developed technology, included in the consolidated balance sheet as software development costs, was valued using the income approach, specifically the relief-from-royalty method (“RFRM”). The RFRM is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate is applied to the projected revenue over the expected remaining life of the intangible asset to estimate royalty savings. The net after-tax royalty savings are calculated for each year in the remaining economic life of the technology and discounted to present value. The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the developed technology relative to the overall business as discussed above relating to the customer relationships.
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The final purchase price allocations for ICD and r8fin were as follows:

Year Ended December 31, 2024
ICD
Purchase Price Allocation r8fin
Purchase Price Allocation Total 2024 Business Combinations

(dollars in thousands)
Cash and cash equivalents $ 23,321   $ 1,397   $ 24,718  
Deposits with clearing organizations 596   —   596  
Accounts receivable 10,625   139   10,764  
Equipment 360   —   360  
Lease right-of-use assets 316   —   316  
Software development costs 160,000   28,000   188,000  
Goodwill 292,399   42,189   334,588  
Intangible assets – Customer relationships 340,000   56,500   396,500  
Intangible assets – Tradename 4,000   —   4,000  
Deferred tax asset —   —   —  
Other assets 1,445   179   1,624  
Accrued compensation ( 3,390 ) —   ( 3,390 )
Deferred revenue ( 311 ) ( 219 ) ( 530 )
Accounts payable, accrued expenses and other liabilities ( 6,579 ) ( 886 ) ( 7,465 )
Lease liabilities ( 340 ) —   ( 340 )
Deferred tax liabilities ( 24,872 ) —   ( 24,872 )
Total purchase consideration – Cash paid and stock issued 797,570   127,299   924,869  
Less: Cash acquired ( 23,321 ) ( 1,397 ) ( 24,718 )
Purchase consideration, net of cash acquired $ 774,249   $ 125,902   $ 900,151  

The acquired software development costs will be amortized over a useful life of eight years for ICD and seven years for r8fin. The acquired trade name of ICD will be amortized over a useful life of four years . Customer relationships will be amortized over a useful life of 15 years for ICD and 13 years for r8fin. The goodwill recognized in connection with the ICD and r8fin acquisitions is primarily attributable to the acquisition of an assembled workforce and expected future customers, future technology and synergies from the integration of the operations of the acquisitions into the Company's operations and its single business segment. Approximately $ 238  million of the goodwill recognized in connection with the ICD Acquisition and all of the goodwill recognized in connection with the r8fin Acquisition is expected to be deductible for income tax purposes.
During the years ended December 31, 2024 and 2023, the Company recognized $ 16.9 million and $ 4.6 million, respectively, in transaction costs incurred to effect the ICD, r8fin and Yieldbroker acquisitions, which are included as a component of professional fees in the accompanying consolidated statements of income. During the years ended December 31, 2024 and 2023, the Company recognized $ 2.2 million and $ 0.9 million, respectively, in transaction costs incurred to effect the ICD, r8fin and Yieldbroker acquisitions, which are included as a component of general and administrative expenses in the accompanying consolidated statements of income. There were no acquisitions completed during the year ended December 31, 2025.
From the date of the ICD Acquisition through December 31, 2024, ICD revenues of $ 43.2 million and operating income of $ 2.1 million, including $ 18.4 million of depreciation and amortization from acquired assets, were included in the Company’s consolidated statements of income for the year ended December 31, 2024. The r8fin Acquisition was not material to the Company's consolidated financial statements and therefore pro forma and actual results of this acquisition have not been presented.
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Supplemental Pro Forma Information (Unaudited)
The financial information in the table below summarizes the combined results of operations of Tradeweb Markets Inc. and ICD, on a pro forma basis, as though the companies had been combined as of January 1, 2023. The unaudited supplemental pro forma information is presented for informational purposes only and is not indicative of the actual results of operations that would have been achieved if the ICD Acquisition had taken place on January 1, 2023 or of future results. Such unaudited pro forma financial information is based on the historical financial statements of Tradeweb Markets Inc. and ICD. The unaudited pro forma financial information is based on estimates and assumptions that have been made solely for the purpose of developing such unaudited pro forma financial information, including, without limitation, purchase accounting adjustments, acquisition related transaction costs, the removal of historical ICD interest expense and intangible asset amortization and the addition of intangible asset amortization and incremental stock-based compensation expense related to this acquisition, together with their consequential tax effects. The pro forma adjustments were based upon information available at the time they were prepared and certain assumptions that the Company believes are reasonable under the circumstances. The unaudited pro forma financial information does not reflect any anticipated synergies or operating cost reductions that may be achieved from integrating ICD into the rest of the Company.
The unaudited supplemental pro forma financial information for periods presented herein are as follows:

Year Ended
December 31,
2024 2023

(dollars in thousands)
Revenue $ 1,780,366   $ 1,423,362  
Operating income $ 689,203   $ 478,629  
Net income attributable to Tradeweb Markets Inc. $ 508,042   $ 346,494  

5.     Software Development Costs
The components of total software development costs, net of accumulated amortization are as follows:

December 31, 2025 December 31, 2024
Cost Accumulated
Amortization Net Carrying
Amount Cost Accumulated
Amortization Net Carrying
Amount

(dollars in thousands)
Software development costs – Refinitiv Transaction $ 168,500   $ ( 135,736 ) $ 32,764   $ 168,500   $ ( 117,014 ) $ 51,486  
Software development costs – Other 488,846   ( 251,315 ) 237,531   423,524   ( 178,289 ) 245,235  
Total software development costs $ 657,346   $ ( 387,051 ) $ 270,295   $ 592,024   $ ( 295,303 ) $ 296,721  

Capitalized software development costs and amortization expense are as follows:
Year Ended
December 31,
2025 2024 2023

(dollars in thousands)
Software development costs capitalized (1)
$ 65,305   $ 50,236   $ 44,720  
Amortization expense related to capitalized software development costs $ 91,742   $ 72,848   $ 55,810  

(1) Software development costs capitalized does not include the $ 188.0 million in software development costs acquired in connection with the ICD and r8fin acquisitions during the year ended December 31, 2024 and the $ 0.6 million in software development costs acquired in connection with the Yieldbroker acquisition during the year ended December 31, 2023. See Note 4 – Acquisitions.
Non-capitalized software costs and routine maintenance costs are expensed as incurred and are included in employee compensation and benefits and professional fees on the consolidated statements of income.
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The estimated annual future amortization for software development costs as of December 31, 2025 through December 31, 2030 is as follows:
Amount

(dollars in thousands)
2026 $ 88,245  
2027 $ 67,835  
2028 $ 34,377  
2029 $ 24,000  
2030 $ 24,000  

6.     Goodwill and Intangible Assets
Goodwill
Goodwill includes the following activity during the years ended December 31, 2025 and 2024:
December 31,
2025 2024

(dollars in thousands)
Balance at beginning of period $ 3,150,112   $ 2,815,524  
Goodwill recognized in connection with acquisitions —   334,588  
Balance at end of period $ 3,150,112   $ 3,150,112  

The components of goodwill are as follows:

December 31,
2025 2024

(dollars in thousands)
Goodwill – Refinitiv Transaction $ 2,694,797   $ 2,694,797  
Goodwill – Acquisitions and other 455,315   455,315  
Total $ 3,150,112   $ 3,150,112  

Intangible Assets
Intangible assets with an indefinite useful life consisted of the following:
December 31,
2025 2024

(dollars in thousands)
Licenses – Refinitiv Transaction $ 168,800   $ 168,800  
Tradename – Refinitiv Transaction 154,300   154,300  
Total $ 323,100   $ 323,100  

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Intangible assets that are subject to amortization consisted of the following:
Amortization Period December 31, 2025 December 31, 2024
Cost Accumulated
Amortization Net Carrying
Amount Cost Accumulated
Amortization Net Carrying
Amount

(dollars in thousands)
Customer relationships – Refinitiv Transaction 12 years $ 928,200   $ ( 560,788 ) $ 367,412   $ 928,200   $ ( 483,438 ) $ 444,762  
Customer relationships – Acquisitions 13 - 15 years
537,531   ( 82,816 ) 454,715   537,531   ( 44,955 ) 492,576  
Content and data – Refinitiv Transaction 7 years 154,400   ( 154,400 ) —   154,400   ( 137,857 ) 16,543  
Tradename – Acquisitions 4 years 4,492   ( 1,704 ) 2,788   4,492   ( 581 ) 3,911  
Total $ 1,624,623   $ ( 799,708 ) $ 824,915   $ 1,624,623   $ ( 666,831 ) $ 957,792  

Amortization expense for definite-lived intangible assets during the years ended December 31, 2025, 2024 and 2023 was $ 132.9 million, $ 124.4 million and $ 108.3 million, respectively .
The estimated annual future amortization for definite-lived intangible assets as of December 31, 2025 through December 31, 2030 is as follows:
Amount

(dollars in thousands)
2026 $ 116,334  
2027 $ 116,293  
2028 $ 115,795  
2029 $ 115,211  
2030 $ 95,874  

7.     Leases
The Company has operating leases for corporate offices and data centers with initial lease terms ranging from one to 16 years.
In June 2024, the Company entered into a non-cancellable operating lease for its new corporate headquarters in New York City. The lease commenced in September 2025, with an initial lease term through May 2041 and either a five or a ten-year extension option available. The Company is not reasonably certain to exercise these options, and they are excluded from the lease term and measurement. Upon lease commencement, the Company recognized an operating lease right-of-use asset and corresponding lease liability of $ 92.9  million and $ 103.5  million, respectively, measured using an incremental borrowing rate of 5.3 % determined based on a collateralized rate with a term commensurate with the lease term at the commencement date and recorded $ 11.4  million in leasehold improvements. The Company’s prior New York City office lease expired on September 30, 2025.
The following is a summary of lease right-of-use assets and lease liabilities related to operating leases as of December 31, 2025 and 2024:

December 31,
2025 2024

(dollars in thousands)
Operating lease right-of-use assets $ 123,065   $ 33,550  
Operating lease liabilities $ 139,168   $ 35,748  

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Activity related to the Company’s leases for the years ended December 31, 2025, 2024 and 2023 is as follows:

Year Ended
December 31,
2025 2024 2023

(dollars in thousands)
Operating lease expense included as a component of occupancy expense on the accompanying consolidated statements of income $ 17,411   $ 13,941   $ 11,768  
Cash paid for amounts included in the measurement of operating lease liability $ 14,211   $ 14,145   $ 12,548  

At December 31, 2025 and 2024, the weighted average borrowing rate and weighted average remaining lease term are as follows:

December 31,
2025 2024

Weighted average borrowing rate 5.3   % 4.9   %
Weighted average remaining lease term (years) 12.4 3.5

The following table presents the future minimum lease payments and the maturity of lease liabilities as of December 31, 2025:

Amount
(dollars in thousands)
2026 $ 18,274  
2027 22,349  
2028 16,037  
2029 14,160  
2030 10,087  
Thereafter 114,053  
Total future lease payments 194,960  
Less imputed interest ( 55,792 )
Lease liability $ 139,168  

As of both December 31, 2025 and 2024, one U.S. lease was secured by a $ 0.5  million letter of credit issued under the Company’s 2023 Revolving Credit Facility (as defined in Note 17 – Commitments and Contingencies).

8.     Revenue
Revenue Recognition
The Company enters into contracts with its clients to provide a stand-ready connection to its electronic marketplaces, which facilitates the execution of trades by its clients. The access to the Company’s electronic marketplaces includes market data, continuous pricing data refreshes and the processing and reporting of trades thereon, which are highly interrelated services. The stand-ready connection to the electronic marketplaces is considered a single performance obligation satisfied over time as the client simultaneously receives and consumes the benefit from the Company’s performance as access is provided. This performance obligation constitutes a series of services that are substantially the same in nature and are provided over time using the same measure of progress.
For its services, the Company may earn subscription fees for granting access to its electronic marketplaces. Subscription fees, which are generally fixed fees, are recognized as revenue on a monthly basis, in the period that access is provided. The frequency of subscription fee billings varies from monthly to annually, depending on contract terms.
The Company also earns transaction fees and/or commissions from transactions executed on the Company’s electronic marketplaces, including the basis point commissions earned on the monthly average daily balance (“ADB”) of money market fund investments made through its ICD Portal, and commission revenue from its electronic and voice brokerage services on a riskless principal basis. Riskless principal revenues are derived on matched principal transactions where revenues are earned on the spread between the buy and sell price of the transacted product.
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Transaction fees and commissions are generated both on a variable and fixed price basis and vary by geographic region, product type and trade size. Fixed monthly transaction fees and commissions, or monthly transaction fees and commission minimums, are earned on a monthly basis in the period the stand-ready trading services are provided and are generally billed monthly. For variable transaction fees and commissions, the Company charges its clients amounts calculated based on the mix of products traded and the volume of transactions executed. Variable transaction fee and commission revenue associated with a particular trade is recognized and recorded on a trade-date basis when the individual trade occurs and is generally billed when the trade settles or is billed monthly. Variable commission revenue based upon a client’s ADB invested in money market funds during a calendar month is recorded monthly and the rates billed may vary by money market fund and by the total level of funds invested. Variable discounts or rebates on transaction fees and commissions are earned and applied monthly or quarterly, are generally resolved within the same reporting period and are recorded as a reduction to revenue in the period the relevant trades occur.
The Company also earns fees from an affiliate of LSEG relating to the sale of market data to LSEG, which distributes that data. Included in these fees, which are billed quarterly, are real-time market data fees which are recognized monthly on a straight-line basis, as LSEG receives and consumes the benefit evenly over the contract period, as the data is provided. Also included in these fees are fees for historical data sets, which are recognized when the historical data set is provided to LSEG.
Significant judgments used in accounting for the Company’s market data agreement with LSEG include the following determinations:
• The provision of real-time market data feeds and historical data sets are distinct performance obligations.
• The performance obligations under this contract are recognized over time from the initial delivery of the data feeds until the end of the contract term or at a point in time upon delivery of each historical data set.
• The transaction prices for the performance obligations were determined by using an adjusted market assessment analysis. Inputs in this analysis included publicly available price lists for data sets provided by other companies, planned internal pricing strategies and other market data points and adjustments obtained through consultations with market data industry experts regarding estimating a standalone selling price for each performance obligation.
The Company also earns revenue for performing services as a Super Validator and Validator on the Canton Network, (collectively, “Validator Revenue”), included as a component of other revenue on the consolidated statements of income . As a Super Validator and Validator, the Company verifies network transactions and contributes to the consensus mechanism of the network. For these services, the Company earns Canton Coins and the number of Canton Coins earned in a particular period is variable based on the Canton Network’s minting curve and burn-mint equilibrium and the amount of time that the Company’s nodes are active during any given minting cycle (with new rounds beginning at regular 10 minute intervals throughout each day), in comparison to other network participants. Since the Canton Network is not an entity, it may not meet the definition of a customer in accordance with ASC 606, Revenue From Contracts with Customers (“ASC 606”) . As a result, the Company has determined that, in the absence of a contract with a customer, it applies ASC 606, ‘by analogy’ to its Validator Revenue, considering the Canton Network’s protocol as a contract-like arrangement. Each block creation or validation round is considered a separate performance obligation and the Validator Revenue is recognized at the point in time when the validation round is complete and the Canton Coins are transferred into the Company’s digital wallet at the end of the round. Validator Revenue is recognized based on the fair value of each Canton Coin at contract inception, which has been deemed to be the start of each validation round, and therefore Validator Revenue will also vary based on any changes in the fair value of the Canton Coin, which may be highly volatile.
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Some revenues earned by the Company have fixed fee components, such as monthly minimums or fixed monthly fees, and variable components, such as transaction-based fees and commissions. The breakdown of revenues between fixed and variable revenues for the years ended December 31, 2025, 2024 and 2023 is as follows:

Year Ended Year Ended Year Ended
December 31, 2025 December 31, 2024 December 31, 2023

(dollars in thousands)
Variable
Fixed
Variable
Fixed
Variable
Fixed

Revenues
Transaction fees and commissions $ 1,509,405   $ 191,022   $ 1,274,636   $ 148,911   $ 930,247   $ 148,097  
Subscription fees 1,837   232,180   1,762   204,897   1,855   182,117  
LSEG market data fees —   93,197   —   82,145   —   64,336  
Other (1)
13,170   11,618   2,366   11,232   1,112   10,455  
Total revenue $ 1,524,412   $ 528,017   $ 1,278,764   $ 447,185   $ 933,214   $ 405,005  

(1) Amounts include Validator Revenue totaling $ 10.9 million, $ 0.7 million and none for the years ended December 31, 2025, 2024 and 2023, respectively. The Company applies ASC 606 by analogy to its Validator Revenue.
Deferred Revenue
Fees received by the Company which are not yet earned are included in deferred revenue on the consolidated statements of financial condition until the revenue recognition criteria have been met. The revenue recognized and the remaining deferred revenue balances are shown below:

Amount

(dollars in thousands)
Deferred revenue balance – December 31, 2024 $ 30,800  
New billings 192,781  
Revenue recognized ( 194,820 )

Effect of foreign currency exchange rate changes 269  
Deferred revenue balance – December 31, 2025 $ 29,030  

During the year ended December 31, 2025, the Company recognized into revenue $ 30.8  million in deferred revenue that was deferred as of December 31, 2024. During the year ended December 31, 2024, the Company recognized into revenue $ 25.7  million in deferred revenue that was deferred as of December 31, 2023.

9.     Income Taxes
The Corporation is subject to U.S. federal, state and local income taxes with respect to its taxable income, including its allocable share of any taxable income of TWM LLC, and is taxed at prevailing corporate tax rates. The Company’s actual effective tax rate is impacted by the Corporation’s ownership share of TWM LLC, which will continue to increase as Continuing LLC Owners that continue to hold LLC Interests redeem or exchange their LLC Interests for shares of Class A common stock or Class B common stock, as applicable, or the Corporation purchases LLC Interests from such Continuing LLC Owners. The Company’s consolidated effective tax rate also varies from period to period depending on changes in the mix of earnings, tax legislation and tax rates in various jurisdictions. The Company’s provision for income taxes includes U.S., federal, state, local and foreign taxes.
The components of income before taxes were attributable to the following regions:

Year Ended
December 31,
2025 2024 2023

(dollars in thousands)
Domestic $ 1,137,412   $ 720,570   $ 533,677  
Foreign 37,562   33,832   14,303  
Income before taxes $ 1,174,974   $ 754,402   $ 547,980  

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The provision for income taxes consists of the following:

Year Ended
December 31,
2025 2024 2023

(dollars in thousands)
Current:
Federal $ 103,039   $ 95,266   $ 15,168  
State and local 45,679   42,453   20,748  
Foreign 12,438   14,406   2,665  
Total current tax expense $ 161,156   $ 152,125   $ 38,581  

Deferred:
Federal $ 69,265   $ 20,225   $ 79,264  
State and local 24,902   9,852   9,707  
Foreign ( 1,849 ) 2,237   925  
Total deferred tax expense $ 92,318   $ 32,314   $ 89,896  

Total federal – Current and deferred tax expense
$ 172,304   $ 115,491   $ 94,432  
Total state and local – Current and deferred tax expense
70,581   52,305   30,455  
Total foreign – Current and deferred tax expense
10,589   16,643   3,590  
Total provision for income taxes $ 253,474   $ 184,439   $ 128,477  

A reconciliation of the U.S. federal statutory tax rate to the effective rate using both dollars and percentages is as follows:

Year Ended
December 31,
2025 2024 2023

(dollars in thousands)
Statutory U.S. federal tax rate $ 246,745   21.0   % $ 158,424   21.0   % $ 115,076   21.0   %
Effect of cross-border tax laws
Foreign-derived intangible income ( 19,137 ) ( 1.6 ) ( 7,300 ) ( 1.0 ) ( 3,175 ) ( 0.6 )
Other —   —   7   —   2,505   0.5  
Tax credits
Other ( 7,869 ) ( 0.6 ) ( 7,421 ) ( 1.0 ) ( 2,727 ) ( 0.5 )
Nontaxable or nondeductible items
Non-controlling Interest ( 21,368 ) ( 1.8 ) ( 13,056 ) ( 1.7 ) ( 10,452 ) ( 1.9 )
Other 1,355   0.1   ( 624 ) ( 0.1 ) 3,526   0.6  
Other ( 6,648 ) ( 0.6 ) ( 1,436 ) ( 0.2 ) ( 2,525 ) ( 0.4 )
State and local income taxes, net of federal income tax effect (1)
45,449   3.9   37,033   4.9   22,821   4.0  
Foreign tax effects 2,770   0.2   9,605   1.3   627   0.1  
Changes in unrecognized tax benefits 12,177   1.0   9,207   1.2   2,801   0.6  
Effective income tax rate $ 253,474   21.6   % $ 184,439   24.4   % $ 128,477   23.4   %

(1) State taxes in New York and California made up the majority (greater than 50%) of the tax effect in this category.

The effective tax rate for the year ended December 31, 2025 was approximately 21.6 %, compared with 24.4 % for the year ended December 31, 2024 and 23.4 % for the year ended December 31, 2023. The effective tax rate for the years ended December 31, 2025, 2024 and 2023 differed from the U.S. federal statutory rate of 21.0% primarily due to state and local taxes net of the benefit related to the effect of non-controlling interests and foreign-derived intangible income.
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The components of the Company’s net deferred tax asset (liability) are as follows:

December 31,
2025 2024

  (dollars in thousands)
Deferred tax assets
Investment in partnership $ 414,967   $ 516,665  
Net operating losses 930   2,311  
Tax Receivable Agreement – Interest 15,167   16,939  
Employee compensation 106,907   74,465  
Transferable tax credits —   23,857  
Other tax credits 5,868   4,743  
Other 614   5,950  
Deferred tax assets, gross 544,453   644,930  
Valuation allowance ( 3,022 ) ( 1,654 )
Total deferred tax assets, net of valuation allowance 541,431   643,276  

Deferred tax liabilities
Goodwill and intangibles ( 22,610 ) ( 26,966 )
Total deferred tax liabilities ( 22,610 ) ( 26,966 )

Total net deferred tax asset (liability) $ 518,821   $ 616,310  

The Company has obtained, and expects to obtain, an increase in its share of the tax basis of the assets of TWM LLC when LLC Interests are redeemed or exchanged by Continuing LLC Owners and in connection with certain other qualifying transactions. This increase in tax basis has had, and may in the future have, the effect of reducing the amounts that the Corporation would otherwise pay in the future to various tax authorities. Pursuant to the Tax Receivable Agreement, the Corporation is required to make cash payments to the Continuing LLC Owners equal to 50 % of the amount of U.S. federal, state and local income or franchise tax savings, if any, that the Corporation actually realizes (or in some circumstances are deemed to realize) as a result of certain future tax benefits to which the Corporation may become entitled. The Corporation expects to benefit from the remaining 50 % of tax benefits, if any, that the Corporation may actually realize. See Note 10 – Tax Receivable Agreement for further details. The tax benefit has been recognized in deferred tax assets on the consolidated statements of financial condition.
As of December 31, 2025, the Company had no  tax effected U.S. federal net operating loss carryforwards for income tax purposes, state and local net operating loss carryforwards of $ 0.8  million and foreign net operating loss carryforwards of $ 0.1  million. If not utilized, the state and local net operating loss carryforwards will begin to expire in 2035. The foreign net operating loss carryforwards can be carried forward indefinitely.
The gross activity during the year in the Company’s unrecognized tax benefits relating to its uncertain tax positions are as follows:

  Amount
  (dollars in thousands)
Gross unrecognized tax benefits – January 1, 2025 $ 19,616  
Increase in current year tax positions 11,267  
Increase in prior year tax positions 657  
Decrease in prior year tax positions ( 1,598 )
Acquired tax positions —  
Settlements —  
Gross unrecognized tax benefits – December 31, 2025 $ 29,942  

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The Company recognizes interest and penalties related to income taxes within the provision for income taxes in the consolidated statements of income. Accrued interest and penalties are included within accounts payable, accrued expenses and other liabilities in the consolidated statements of financial condition. The total amount of interest and penalties payable as of December 31, 2025 was $ 2.6  million and $ 0.2  million, respectively.
Cash paid for income taxes, net of refunds consists of the following:

Year Ended
December 31,
2025 2024 2023

(dollars in thousands)
Federal $ 1,410   $ 115,786   $ 11,441  
State and local jurisdictions
New York City 23,749   16,224   12,936  
New York State (1)
3,664   —   —  
Illinois (1)
3,129   —   —  
Other 8,673   9,013   1,795  
Total state and local 39,215   25,237   14,731  
Foreign
UK (2)
14,784   9,326   —  
Other 2,652   1,663   2,469  
Total foreign 17,436   10,989   2,469  
Total income taxes paid, net of refunds $ 58,061   $ 152,012   $ 28,641  

(1) The amount of income taxes paid during the years ended December 31, 2024 and 2023 did not meet the five percent disaggregation threshold.
(2) The amount of income taxes paid during the year ended December 31, 2023 did not meet the five percent disaggregation threshold.

10.     Tax Receivable Agreement
In connection with the Reorganization Transactions, the Corporation entered into a tax receivable agreement (the “Tax Receivable Agreement”) with TWM LLC and the Continuing LLC Owners, which provides for the payment by the Corporation to a Continuing LLC Owner of 50 % of the amount of U.S. federal, state and local income or franchise tax savings, if any, that the Corporation actually realizes (or in some circumstances is deemed to realize) as a result of (i) increases in the tax basis of TWM LLC’s assets resulting from (a) the purchase of LLC Interests from such Continuing LLC Owner, including with the net proceeds from the IPO and any subsequent offerings or (b) redemptions or exchanges by such Continuing LLC Owner of LLC Interests for shares of Class A common stock or Class B common stock or for cash, as applicable, and (ii) certain other tax benefits related to the Corporation making payments under the Tax Receivable Agreement. Payments under the Tax Receivable Agreement are due within 150 days after the filing of the tax return based on the actual tax savings realized by the Corporatio n, and estimated payments may be made in advance. The first payment of the Tax Receivable Agreement was made in January 2021. Substantially all payments due under the Tax Receivable Agreement are payable over fifteen years following the purchase of LLC Interests from Continuing LLC Owners or redemption or exchanges by Continuing LLC Owners of LLC Interests.
The Corporation accounts for the income tax effects resulting from taxable redemptions or exchanges of LLC Interests by Continuing LLC Owners for shares of Class A common stock or Class B common stock or cash, as the case may be, and purchases by the Corporation of LLC Interests from Continuing LLC Owners by recognizing an increase in deferred tax assets, based on enacted tax rates at the date of each redemption, exchange, or purchase, as the case may be. Further, the Corporation evaluates the likelihood that it will realize the benefit represented by the deferred tax asset, and, to the extent that the Corporation estimates that it is more likely than not that it will not realize the benefit, it reduces the carrying amount of the deferred tax asset with a valuation allowance.
The impact of any changes in the total projected obligations recorded under the Tax Receivable Agreement as a result of actual changes in the mix of the Company’s earnings, tax legislation and tax rates in various jurisdictions, or other factors that may impact the Corporation’s actual tax savings realized, are reflected in income before taxes on the consolidated statements of income in the period in which the change occurs. During the years ended December 31, 2025, 2024 and 2023, the Company recognized a tax receivable agreement liability adjustment of $ 9.8 million of income, $ 7.7 million of income a nd $ 9.5 million of expense , respectively, in the consolidated statements of income. As of December 31, 2025 and 2024, the tax receivable agreement liability on the consolidated statements of financial condition totaled $ 336.5 million and $ 372.8 million, respectively.
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11.     Stockholders’ Equity
Common Stock
Each share of Class A common stock and Class C common stock entitles its holder to one vote on all matters presented to the Corporation’s stockholders generally. Each share of Class B common stock and Class D common stock entitles its holder to ten votes on all matters presented to the Corporation’s stockholders generally. The holders of Class C common stock and Class D common stock have no economic interests in the Corporation (where “economic interests” means the right to receive any dividends or distributions, whether cash or stock, in connection with common stock). These attributes are summarized in the following table:

Class of Common Stock Par Value Votes Economic Rights
Class A common stock $ 0.00001   1 Yes
Class B common stock $ 0.00001   10 Yes
Class C common stock $ 0.00001   1 No
Class D common stock $ 0.00001   10 No

Holders of outstanding shares of Class A common stock, Class B common stock, Class C common stock and Class D common stock will vote together as a single class on all matters presented to the Corporation’s stockholders for their vote or approval, except as otherwise required by applicable law.
Holders of Class B common stock may from time to time exchange all or a portion of their shares of Class B common stock for newly issued shares of Class A common stock on a one -for-one basis (in which case their shares of Class B common stock will be cancelled on a one -for-one basis upon any such issuance). Continuing LLC Owners that hold shares of Class D common stock may from time to time exchange all or a portion of their shares of Class D common stock for newly issued shares of Class C common stock on a one -for-one basis (in which case their shares of Class D common stock will be cancelled on a one -for-one basis upon such issuance).
Each share of Class B common stock will automatically convert into one share of Class A common stock and each share of Class D common stock will automatically convert into one share of Class C common stock (i) immediately prior to any sale or other transfer of such share by a holder or its permitted transferees to a non-permitted transferee or (ii) once Refinitiv no longer beneficially owns a number of shares of common stock and LLC Interests that together entitle them to at least 10 % of TWM LLC’s economic interest. Holders of LLC Interests that receive shares of Class C common stock upon any such conversion may continue to elect to have their LLC Interests redeemed for newly issued shares of Class A common stock as described below (in which case their shares of Class C common stock will be cancelled on a one -for-one basis upon such issuance).
In addition, the Corporation’s board of directors adopted the Omnibus Equity Plan, under which equity awards may be made in respect of shares of Class A common stock. It also assumed sponsorship of the Option Plan and a PRSU plan formerly sponsored by TWM LLC. See Note 13 – Stock-Based Compensation Plans for further details.
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The following table details the movement in the Company’s outstanding shares of common stock during the period:

Class A Class B Class C Class D Total

Balance at December 31, 2022 110,746,606   96,933,192   3,251,177   23,092,704   234,023,679  
Activities related to exchanges of LLC Interests 3,265,908   —   14,748,823   ( 18,014,731 ) —  
Issuance of common stock from equity incentive plans 1,564,003   —   —   —   1,564,003  
Share repurchases pursuant to share repurchase programs ( 485,730 ) —   —   —   ( 485,730 )
Balance at December 31, 2023 115,090,787   96,933,192   18,000,000   5,077,973   235,101,952  
Activities related to exchanges of LLC Interests 4,435   —   —   ( 4,435 ) —  
Issuance of common stock from equity incentive plans 944,938   —   —   —   944,938  
Issuance of common stock for business acquisitions (1)(2)
416,306   —   —   —   416,306  
Share repurchases pursuant to share repurchase programs ( 478,915 ) —   —   —   ( 478,915 )
Balance at December 31, 2024 115,977,551   96,933,192   18,000,000   5,073,538   235,984,281  
Activities related to exchanges of LLC Interests 16,670   —   —   ( 16,670 ) —  
Issuance of common stock from equity incentive plans 495,847   —   —   —   495,847  

Share repurchases pursuant to share repurchase programs ( 987,379 ) —   —   —   ( 987,379 )
Balance at December 31, 2025 115,502,689   96,933,192   18,000,000   5,056,868   235,492,749  

(1) On January 19, 2024, the Corporation issued 374,601 unregistered shares of Class A common stock as partial consideration for the r8fin Acquisition (the “r8fin Acquisition Shares”), in reliance on Section 4(a)(2) of the Securities Act. The r8fin Acquisition Shares are considered issued and outstanding subsequent to their January 19, 2024 issuance, but remained subject to a lock-up that restricted the sale, transfer or disposal of these shares for the two year period following the January 19, 2024 acquisition date of the r8fin Acquisition. See Note 4 – Acquisitions for additional details on this acquisition.
(2) On August 1, 2024, the Corporation issued and sold 41,705 unregistered shares of Class A common stock in connection with the closing of the ICD Acquisition, in reliance on Section 4(a)(2) of the Securities Act. These shares of Class A common stock (or “RSAs”) were issued and sold as restricted stock, subject to vesting and forfeiture terms, pursuant to the Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan. Although the RSAs and dividends payable on the RSAs during the vesting period are subject to a two-year cliff vesting service requirement and forfeiture terms, they are considered issued and outstanding shares of Class A common stock subsequent to their August 1, 2024 issuance. TWM LLC will issue corresponding LLC Interests to the Corporation only if, when and to the extent the RSAs vest. See Note 4 – Acquisitions for additional details on this acquisition.
LLC Interests
The TWM LLC Agreement requires that TWM LLC at all times maintain (i) a one -to-one ratio between the number of shares of Class A common stock and Class B common stock issued by the Corporation and the number of LLC Interests owned by the Corporation (subject to certain exceptions contained in the TWM LLC Agreement) and (ii) a one -to-one ratio between the number of shares of Class C common stock and Class D common stock issued by the Corporation and the number of LLC Interests owned by the holders of such Class C common stock and Class D common stock. In August 2024, the Corporation issued 41,705 shares of Class A common stock as restricted stock, subject to vesting and forfeiture terms, pursuant to the Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan. TWM LLC will issue corresponding LLC Interests to the Corporation only if, when and to the extent the restricted shares of Class A common stock vest. See Note 4 – Acquisitions.
LLC Interests held by Continuing LLC Owners are redeemable in accordance with the TWM LLC Agreement, at the election of such holders, for newly issued shares of Class A common stock or Class B common stock, as the case may be, on a one -for-one basis (and such holders’ shares of Class C common stock or Class D common stock, as the case may be, will be cancelled on a one -for-one basis upon any such issuance). In the event of such election by a Continuing LLC Owner, the Corporation may, at its option, effect a direct exchange of Class A common stock or Class B common stock for such LLC Interests of such Continuing LLC Owner in lieu of such redemption. In addition, the Corporation’s board of directors may, at its option, instead of the foregoing redemptions or exchanges of LLC Interests, cause the Corporation to make a cash payment equal to the volume weighted average market price of one share of Class A common stock for each LLC Interest redeemed or exchanged (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the TWM LLC Agreement.
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Redemptions and Exchanges of LLC Interests
Continuing LLC Owners may, from time to time, exercise their redemption rights under the TWM LLC Agreement, pursuant to which LLC Interests are exchanged for newly-issued shares of Class A common stock. Simultaneously, and in connection with these exchanges, shares of Class C and/or Class D common stock are surrendered by Continuing LLC Owners and cancelled. In connection with these exchanges, Tradeweb Markets Inc. receives LLC Interests, increasing its total ownership interest in TWM LLC.
Share Repurchase Programs
On December 5, 2022, the Company announced that its board of directors authorized a new share repurchase program (the “2022 Share Repurchase Program”), after completing in October 2022, the $ 150.0  million of total repurchases of the Company’s Class A common stock authorized under its previous share repurchase program. The 2022 Share Repurchase Program was authorized to continue to offset annual dilution from stock-based compensation plans, as well as to opportunistically repurchase the Company’s Class A common stock. The 2022 Share Repurchase Program authorizes the purchase of up to $ 300.0  million of the Company’s Class A common stock at the Company’s discretion and has no termination date. The 2022 Share Repurchase Program can be effected through regular open-market purchases (which may include repurchase plans designed to comply with Rule 10b-18 or Rule 10b5-1), through privately negotiated transactions or through accelerated share repurchases, each in accordance with applicable securities laws and other restrictions. The amounts, timing and manner of the repurchases will be subject to general market conditions, the prevailing price and trading volumes of the Company’s Class A common stock and other factors. The 2022 Share Repurchase Program does not require the Company to acquire a specific number of shares and may be suspended, amended or discontinued at any time. During the years ended December 31, 2025, 2024 and 2023, the Company acquired a total of 987,379 , 478,915 and 485,730 shares of Class A common stock, at an average price of $ 107.29 , $ 125.07 and $ 72.48 , respectively, for purchases totaling $ 105.9 million, $ 59.9 million and $ 35.2 million, respectively, pursuant to the 2022 Share Repurchase Program. In addition, during the years ended December 31, 2025, 2024 and 2023 the Company incurred $ 0.2  million , none and none , respectively, in excise tax associated with share repurchases during the respective years.
Each share of Class A common stock repurchased pursuant to the 2022 Share Repurchase Program was funded with the proceeds, on a dollar-for-dollar basis, from the repurchase by Tradeweb Markets LLC of an LLC Interest directly from the Corporation in order to maintain (subject to certain exceptions) the one -to-one ratio between outstanding shares of the Class A common stock and Class B common stock and the LLC Interests owned by the Corporation. Subsequent to their repurchase, the shares of Class A common stock and the LLC Interests were all cancelled and retired. As of December 31, 2025, a total of $ 74.0 million remained available for repurchase pursuant to the 2022 Share Repurchase Program.
For shares repurchased pursuant to the 2022 Share Repurchase Program, the excess of the repurchase price paid over the par value of the Class A common stock, including any excise tax payable on such share repurchase, is recorded as a reduction to retained earnings.
Other Share Repurchases
During the years ended December 31, 2025, 2024 and 2023, the Company withheld 360,041 , 485,745 and 715,101 shares, respectively, of Class A common stock from employee stock option, PRSU and RSU awards, at an average price per share of $ 137.13 , $ 98.72 and $ 72.02 , respectively, and an aggregate value of $ 49.4  million, $ 48.0  million and $ 51.5  million, respectively, based on the price of the Class A common stock on the date the relevant withholding occurred.
These shares are withheld in order for the Company to cover the employee payroll tax withholding obligations upon the exercise of stock options and settlement of RSUs and PRSUs and such shares were not withheld in connection with the share repurchase program discussed above.

12.     Non-Controlling Interests
In connection with the Reorganization Transactions, Tradeweb Markets Inc. became the sole manager of TWM LLC and, as a result of this control, and because Tradeweb Markets Inc. has a substantial financial interest in TWM LLC, consolidates the financial results of TWM LLC into its consolidated financial statements. The non-controlling interests balance reported on the consolidated statements of financial condition represents the economic interests of TWM LLC held by Continuing LLC Owners. Income or loss is attributed to the non-controlling interests based on the relative ownership percentages of LLC Interests held during the period by Tradeweb Markets Inc. and the Continuing LLC Owners.
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The following table summarizes the ownership interest in Tradeweb Markets LLC:

December 31, 2025 December 31, 2024
LLC
Interests Ownership
% LLC
Interests Ownership
%
Number of LLC Interests held by Tradeweb Markets Inc. 212,394,176   90.2   % 212,869,038   90.2   %
Number of LLC Interests held by non-controlling interests 23,056,868   9.8   % 23,073,538   9.8   %
Total LLC Interests outstanding 235,451,044   100.0   % 235,942,576   100.0   %

LLC Interests held by the Continuing LLC Owners are redeemable in accordance with the TWM LLC Agreement, at the election of such holders, for shares of Class A common stock or Class B common stock, as applicable, on a one -for-one basis or, at the Company’s option, a cash payment in accordance with the terms of the TWM LLC Agreement.
The following table summarizes the impact on Tradeweb Market Inc.’s equity due to changes in the Corporation’s ownership interest in TWM LLC:

Net Income Attributable to Tradeweb Markets Inc. and Transfers (to) from the Non-Controlling Interests Year Ended
December 31,
2025 2024 2023

(dollars in thousands)
Net income attributable to Tradeweb Markets Inc. $ 812,792   $ 501,507   $ 364,866  
Transfers (to) from non-controlling interests:
Increase/(decrease) in Tradeweb Markets Inc.’s additional paid-in capital as a result of ownership changes in TWM LLC 3,821   ( 849 ) 77,767  
Net transfers (to) from non-controlling interests 3,821   ( 849 ) 77,767  
Change from net income attributable to Tradeweb Markets Inc. and transfers (to) from non-controlling interests $ 816,613   $ 500,658   $ 442,633  

13.     Stock-Based Compensation Plans
Under the Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan, the Company is authorized to issue up to 8,841,864 new shares of Class A common stock to employees, officers and non-employee directors. Under this plan, the Company may grant awards in respect of shares of Class A common stock, including restricted stock units (“RSUs”) and RSAs with only time-based vesting conditions, performance-based restricted stock units with both time and performance-based vesting conditions, stock options and dividend equivalent rights. Stock options have a maximum contractual term of 10 years.
In connection with organizational changes, on June 17, 2024, the Company determined that the employment of Thomas Pluta, former President of the Company, would terminate effective September 30, 2024. As of June 17, 2024, there was approximately $ 4.4  million in total unamortized stock-based compensation associated with equity awards previously granted to Mr. Pluta that was accelerated and amortized into expense over a revised estimated service period ending on September 30, 2024. Of this amount, $ 1.7  million represented regularly scheduled amortization that would have been recognized from June 17, 2024 through September 30, 2024 if Mr. Pluta’s employment was not terminated and $ 2.7  million represented accelerated stock-based compensation expense.
PRSU
Performance-based restricted stock units that are promises to issue actual shares of Class A common stock based on the financial performance of the Company are referred to as “PRSUs.” PRSUs generally cliff vest on January 1 of the third calendar year from the calendar year of the date of grant and the number of shares a participant will receive upon vesting is determined by a performance modifier, which is adjusted as a result of the financial performance of the Company. For PRSU awards granted during 2024 and thereafter, the financial performance of the Company will be determined based on the compound annual growth rate over a three-year performance period beginning on January 1 in the year of grant. For PRSU awards granted during 2023, the financial performance of the Company was determined based on the financial performance of the Company in the grant year, and any earned awards that remain outstanding are subject to time-based vesting conditions. For all PRSU awards granted, the performance modifier can vary between 0 % (minimum) and 250 % (maximum) of the target ( 100 %) award amount. Compensation expense for PRSUs that cliff vest is recognized on a straight-line basis over the vesting period for the entire award.
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A summary of the Company’s outstanding PRSUs is presented below:
PRSUs Weighted
Average
Grant-Date
Fair Value
PRSUs outstanding at December 31, 2024 1,041,538   $ 80.03  
Granted 147,733   $ 135.80  
Vested ( 295,890 ) $ 83.74  
Performance adjustment —   $ —  
Forfeited ( 18,291 ) $ 91.29  
PRSUs outstanding at December 31, 2025 875,090   $ 87.96  

The following table summarizes information about PRSU awards:
Year Ended
December 31,
2025 2024 2023

(dollars in thousands)
PRSU compensation expense $ 37,665   $ 35,707   $ 26,506  
Income tax benefit $ ( 12,323 ) $ ( 9,960 ) $ ( 10,767 )

The weighted-average grant-date fair value of PRSUs granted during the years ended December 31, 2024 and 2023 was $ 104.66 and $ 69.56 , respectively.
The total fair value of PRSUs vested during the years ended December 31, 2025, 2024 and 2023 was $ 38.9  million, $ 35.4  million and $ 46.2  million, respectively.
PSU
Performance-based restricted stock units that are promises to issue actual shares of Class A common stock based on market conditions are referred to as “PSUs.” PSUs cliff vest on January 1 of the third calendar year from the calendar year of the date of grant and the number of shares a participant will receive upon vesting is determined by a performance modifier, which is adjusted as a result of the Company’s total shareholder return over a three-year performance period. The performance modifier for PSUs can vary between 0 % (minimum) and 250 % (maximum) of the target ( 100 %) award amount. The grant date fair value of the PSUs is recognized as compensation expense on a straight-line basis over the vesting period for the entire award, regardless of the number of shares received by the participant at vesting.
A summary of the Company’s outstanding PSUs is presented below:

PSUs Weighted
Average
Grant-Date
Fair Value
PSUs outstanding at December 31, 2024 312,058   $ 110.69  
Granted 65,532   $ 216.02  
Vested —   $ —  
Performance adjustment 353,866   $ 98.33  
Forfeited —   $ —  
PSUs outstanding at December 31, 2025 731,456   $ 114.15  

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The following table summarizes information about PSU awards:

Year Ended
December 31,
2025 2024 2023

(dollars in thousands)
PSU compensation expense $ 15,374   $ 12,213   $ 7,043  
Income tax benefit $ ( 3,750 ) $ ( 2,999 ) $ ( 1,714 )

The weighted-average grant-date fair value of PSUs granted during the years ended December 31, 2024 and 2023 was $ 149.00 and $ 98.33 , respectively.
There were no PSUs vested during the years ended December 31, 2024 and 2023.

The significant assumptions used to estimate the fair value of PSUs using the Monte Carlo simulation model were as follows:

March 17, 2025 PSU Grant March 15, 2024 PSU Grant March 15, 2023 PSU Grant
Maturity (years) 2.8 2.8 2.8
Annualized volatility 25.04   % 26.63   % 28.81   %
Risk-free interest rate 3.95   % 4.44   % 3.77   %

Options
Prior to the IPO, the Company granted the Special Option Award to management and other employees and granted additional options subsequent to the IPO in July 2019 and December 2019, in each case under the Option Plan. Each option award was scheduled to vest one half based solely on the passage of time and one half only if the Company achieved certain performance targets. The options had a four-year graded vesting schedule, with accelerated vesting for the time-based Special Option Award options originally scheduled to vest in years three and four that were accelerated upon completion of the IPO. The option stock-based compensation expense recognition commenced upon the completion of the IPO during the second quarter of 2019 and were fully vested and fully expensed by the first quarter of 2024.
The Company can elect to net - settle exercised options by reducing the shares of Class A common stock to be issued upon such exercise by the number of shares of Class A common stock having a fair market value on the date of exercise equal to the aggregate option price and withholding taxes payable in respect of the number of options exercised. The Company may then pay these employee payroll taxes from the Company’s cash.
A summary of the Company’s outstanding options is presented below:
Options Weighted
Average
Grant-Date
Fair Value Weighted Average Exercise Price
Options outstanding at December 31, 2024 343,011   $ 1.93   $ 20.59  
Granted —   $ —   $ —  
Exercised ( 12,000 ) $ 1.80   $ 20.59  
Forfeited —   $ —   $ —  
Expired —   $ —   $ —  
Options outstanding at December 31, 2025 331,011   $ 1.93   $ 20.59  

All options outstanding as of December 31, 2025 were fully vested and exercisable.     
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The following table summarizes information about option awards:
Year Ended
December 31,
2025 2024 2023

(dollars in thousands)
Options compensation expense $ —   $ 133   $ 1,264  
Income tax benefit $ ( 227 ) $ ( 11,984 ) $ ( 18,073 )

There were no options granted during the years ended December 31, 2024 and 2023.
The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $ 1.0 million, $ 53.3 million and $ 77.4 million, respectively.
The total intrinsic value of all options outstanding as of December 31, 2025 was $ 28.8 million. The weighted average remaining contractual life of all options outstanding as of December 31, 2025 was 2.8 years.
RSUs and RSAs
RSUs are promises to issue shares of Class A common stock at the end of a vesting period. RSAs are issued shares of restricted Class A common stock that are released to an employee at the end of a vesting period. RSUs granted to employees generally vest one-third each year over a three-year period. RSAs vest at the end of a two-year period. RSUs granted to non-employee directors generally vest after one year . The grant-date fair value of RSUs and RSAs is amortized into expense on a straight-line basis over the requisite service period for the entire award, with compensation cost recognized to date at least equal to the measured cost of vested tranches.
A summary of the Company’s outstanding RSUs and RSAs is presented below:

RSUs and RSAs Weighted
Average
Grant-Date
Fair Value
RSUs and RSAs outstanding at December 31, 2024 (1)
1,163,899   $ 90.21  
Granted 397,771   $ 134.36  
Vested ( 545,909 ) $ 86.36  
Forfeited ( 10,275 ) $ 109.21  
RSUs and RSAs outstanding at December 31, 2025 1,005,486   $ 109.57  

(1) In connection with the closing of the ICD Acquisition, on August 1, 2024, the Corporation issued and sold 41,705 RSAs with a grant date fair value of $ 111.68 per share. The RSAs issued will cliff vest at the end of a two-year service period. Of the $ 4.7 million in RSAs issued, $ 3.3 million was allocated to consideration transferred for the business combination, relating to the pre-combination service period completed before the acquisition date, and $ 1.3 million will be amortized into stock-based compensation expense over the two-year service period required subsequent to the acquisition date.
The following table summarizes information about RSU and RSA awards:

Year Ended
December 31,
2025 2024 2023

(dollars in thousands)
RSU and RSA compensation expense $ 50,498   $ 41,596   $ 30,315  
Income tax benefit $ ( 18,546 ) $ ( 12,781 ) $ ( 7,952 )

The weighted-average grant-date fair value of RSUs and RSAs granted during the years ended December 31, 2024 and 2023 was $ 106.45 and $ 69.70 , respectively.
The total fair value of RSUs vested during the years ended December 31, 2025, 2024 and 2023 was $ 76.8 million, $ 48.2 million and $ 30.7 million, respectively. There were no RSAs vested during the years ended December 31, 2025, 2024 and 2023.
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Compensation Expense
The Company records stock-based compensation expense for employees and directors in the consolidated statements of income, as a component of employee compensation and benefits. A summary of the Company’s total stock-based compensation expense relating to its PRSUs, PSUs, RSUs, RSAs and options, including the accelerated stock-based compensation expense discussed above, is presented below:

Year Ended
December 31,

2025 2024 2023

(dollars in thousands)
Total stock-based compensation expense $ 103,537   $ 89,649   $ 65,128  

The stock-based compensation expense above excludes $ 2.8 million, $ 2.3 million and $ 1.5 million of stock-based compensation expense capitalized to software development costs during the years ended December 31, 2025, 2024 and 2023, respectively.
As of December 31, 2025, total unrecognized compensation expense related to unvested stock-based compensation arrangements and the expected recognition period are as follows:

PRSUs PSUs RSUs and RSAs

(dollars in thousands)
Total unrecognized compensation cost $ 40,595   $ 14,030   $ 58,105  
Weighted-average recognition period (in years) 1.6 1.7 1.4

14.     Related Party Transactions
From time to time, the Company enters into transactions with its related parties which are considered to be related party transactions. As of December 31, 2025 and 2024, the following balances relating to transactions with such related parties were included in the consolidated statements of financial condition in the following line items:
December 31,
2025 2024

(dollars in thousands)
Accounts receivable $ 56   $ 786  
Receivable and due from related parties 8,303   8,094  
Other assets (1)
4,472   7  
Accounts payable, accrued expenses and other liabilities
—   1,469  
Deferred revenue —   6,459  
Payable and due to related parties 7,090   763  

(1) As of December 31, 2025, other assets includes a $ 4.5 million equity method investment representing a 50 % equity interest in iAltA Capital Markets, LLC (“iAltA Capital”), in which an entity affiliated with a member of the Company’s board of directors is the other 50% investor (“iAltA Holdings”) and the Company’s director is also the Chief Executive Officer of both iAltA Capital and iAltA Holdings.
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The following amounts relating to transactions with such related parties were included in the consolidated statements of income in the following line items:

Year Ended
December 31,
2025 2024 2023

(dollars in thousands)
Revenue:
Subscription fees $ 1,380   $ 1,180   $ 2,380  
LSEG market data fees (1)
93,197   82,145   64,336  
Other fees 583   677   601  
Expenses: (2)

Employee compensation and benefits —   —   17  
Technology and communications 14,005   6,386   5,747  
General and administrative 8   10   7  
Professional fees 427   95   30  
Occupancy 78   72   67  
Non-operating income:
Other income (loss), net (3)
( 528 ) —   —  

(1) The Company maintains a market data license agreement with an affiliate of LSEG. Under the agreement, the Company delivers to LSEG certain market data feeds which LSEG distributes to its customers. The Company earns license fees and royalties for these feeds.
(2) The Company maintains agreements with LSEG to provide the Company with certain market data, office space, finance, human resources and other administrative services.
(3) Represents the Company’s estimated pro rata share of losses from its equity method investment in iAltA Capital during the year.
In addition to the above, the Company also periodically does business with certain entities with which its directors are affiliated. During the years ended December 31, 2025, 2024 and 2023, such transactions have not had, and are not currently expected to have, a material impact on the Company’s consolidated financial statements.
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15.     Fair Value of Financial Instruments and Other Assets
Financial Instruments and Other Assets Measured at Fair Value
The Company’s financial instruments and other assets measured at fair value on the consolidated statements of financial condition as of December 31, 2025 and 2024 have been categorized based upon the fair value hierarchy as follows:

Quoted Prices in
active Markets
for Identical
Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total

As of December 31, 2025 (dollars in thousands)
Assets
Cash equivalents – Money market funds and other highly liquid investments $ 1,810,560   $ —   $ —   $ 1,810,560  
Investment in available for sale debt securities (1)
—   —   24,857   24,857  
Digital asset loan receivable (1)
—   24,411   —   24,411  
Digital assets – Canton Coins (1)
242,729   —   —   242,729  

Total assets measured at fair value $ 2,053,289   $ 24,411   $ 24,857   $ 2,102,557  

Liabilities
Payable and due to related parties – Foreign exchange derivative contracts $ —   $ 6,657   $ —   $ 6,657  
Total liabilities measured at fair value $ —   $ 6,657   $ —   $ 6,657  

As of December 31, 2024
Assets
Cash equivalents – Money market funds and other highly liquid investments
$ 1,117,133   $ —   $ —   $ 1,117,133  
Investment in available for sale debt securities (1)
—   —   10,354   10,354  
Digital Assets – Canton Coins (1)
—   —   852   852  
Receivable and due from related parties – Foreign exchange derivative contracts —   7,844   —   7,844  
Total assets measured at fair value $ 1,117,133   $ 7,844   $ 11,206   $ 1,136,183  

(1) Included as a component of digital assets and other investments at fair value on the consolidated statements of financial condition.
Cash Equivalents
The Company’s cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.
Investments in Available-for-Sale Debt Securities
In April 2024, the Company made a strategic investment in a convertible note with a principal amount and original amortized cost basis of $ 10.0  million. The investment was made as part of the Company’s broader initiative to support the digitization of capital markets through the adoption of blockchain technology. The convertible note accrues interest at a rate of 5 % per annum, compounded annually, and matures on the earliest to occur of January 19, 2027, an event of default or a change in control as each term is defined in the convertible note. The note and accrued interest will convert to equity securities of the issuer on January 19, 2027, if not previously repaid or converted upon certain defined financing events. In the fourth quarter of 2025, the issuer announced that it entered into a definitive business combination agreement through which the issuer will become a publicly-listed company (the “Merger Transaction”), subject to issuer shareholder approval, customary closing conditions and regulatory approvals, at a $ 1.25  billion pre-money equity value, subject to customary valuation adjustments. If completed, the Merger Transaction would trigger the conversion of the convertible note and accrued interest.
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The convertible note is accounted for as an available-for-sale debt security and the convertible note and accrued interest is included withi n digital assets and other investments at fair value on the accompanying consolidated statements of f inancial condition at a fair value of $ 24.9 million and $ 10.4 million as of December 31, 2025 and 2024, respectively. The convertible note, including accrued interest, had an amortized cost basis of $ 10.9 million and $ 10.4 million as of December 31, 2025 and 2024, respectively. There were no credit losses recorded on the convertible note during the year ended December 31, 2025. During the year ended December 31, 2025, t here we re $ 14.0 million of unrealized gains, recorded as a component of other comprehensive income related to an increase in fair value of the convertible note during the period. There were no fair value adjustments or credit losses recorded on the convertible note during the year ended December 31, 2024. T he convertible note is classified within Level 3 of the fair value hierarchy because the valuation requires assumptions that are both significant and unobservable. The primary method used to estimate the fair value of the convertible note was a probability-weighted expected return model which incorporated the credit risk of the issuer and scenarios in which the note would convert into equity, the estimated equity value of the issuer and the conversion terms outlined in the convertible note agreement. Significant unobservable inputs included a discount rate of 12 % and management’s assessment of the probability of the issuer obtaining shareholder approval for the Merger Transaction and the corresponding expected realization of value to the Company if the Merger Transaction closes at the expected valuation . Any increase in the discount rate used, any decrease in the probability of shareholder approval, the closing of the merger at a lower valuation and/or any increase in the estimated time to close would result in a lower fair value measurement. Similarly, any decrease in the discount rate used, any increase in the probability of shareholder approval, the closing of the Merger Transaction at a higher valuation and/or any decrease in the estimated time to close would result in a higher fair value measurement.
Canton Coins and Digital Asset Loan Receivable
The Canton Network’s Global Synchronizer includes a utility token, which is a digital asset called the Canton Coin. Beginning in the third quarter of 2024, the Company began earning and continues to earn Canton Coins for its function as a Super Validator and Validator on the Global Synchronizer, and then generally holds the Canton Coins on its balance sheet for investment purposes and may use Canton Coins to pay fees associated with its own Canton Network activity. During the years ended December 31, 2025 and 2024, the Company recognized $ 10.9 million and $ 0.7 million, respectively, in other revenue relating to Canton Coins earned in exchange for providing services as a Super Validator and Validator on the Canton Network.
The following table presents the Company’s Canton Coin holdings as of December 31, 2025 and 2024 :

December 31, 2025 December 31, 2024
Quantity of Coins Cost Basis Fair Value Quantity of Coins Cost Basis Fair Value

(dollars in thousands)
Canton coins
1.6 billion $ 11,461   $ 242,729   1.2 billion $ 666   $ 852  

During the year ended December 31, 2024, the Company’s Canton Coin holdings were classified within Level 3 of the fair value hierarchy because the valuation required assumptions that were both significant and unobservable. The Company utilized the assistance of a third-party valuation specialist to determine the fair value of its Canton Coins as of December 31, 2024. Because of the lack of a public market during 2024, the fair value of the Canton Coins was determined using a combination of a development cost approach and a market approach and then applying a discount for lack of marketability determined using a Black-Scholes option-pricing model. In November 2025, the Canton Coin began spot trading across several global digital asset exchanges and therefore its valuation was transferred from Level 3 to Level 1 of the fair value hierarchy as a result of the increase in observable pricing available from active markets during the year ended December 31, 2025. As of December 31, 2025, the Company’s Canton Coin holdings were measured at fair value using quoted prices from the Company’s principal market for the sale of Canton Coins at the time of measurement.
During the year ended December 31, 2025, the Company sold a portion of its Canton Coin holdings for cash proceeds totaling $ 15.0  million and recognized a realized gain on the sale totaling $ 14.9 million, included as a component of other income (loss), net on the accompanying consolidated statements of income.
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In November 2025, the Company exchanged approximately 161  million Canton Coins for approximately 8  million pre-funded warrants (“PFWs”), which upon exercise, entitle the Company the right to receive an equivalent number of shares of common stock of Tharimmune, Inc. (“THAR”). The exercisability of the PFWs is contingent on the approval of THAR’s shareholders and if shareholder approval is not obtained by May 13, 2026, the PFWs will be terminated and the Company will be entitled to the receipt of the 161  million Canton Coins originally pre-funded. On the date of the exchange, both the 161  million Canton Coins and the 8  million PFWs were valued at approximately $ 25.0  million. The PFWs are not able to be sold or transferred by the Company and the ultimate sale of any shares of common stock acquired through any exercise of the PFWs are also subject to lock-up restrictions through May 5, 2026.
Until the approval of THAR’s shareholders is obtained, the PFWs will be accounted for as a digital asset loan receivable. On the November 2025 date of exchange, the Company derecognized the 161  million Canton Coins, recognized a $ 24.9  million realized gain on the transfer of the Canton Coins and recorded a $ 25.0 million digital asset loan receivable, included as a component of digital assets and other investments at fair value on the consolidated statements of financial condition. The digital asset loan receivable is remeasured to the fair market value of the Canton Coins at the end of each reporting period through an adjustment to unrealized gain/(loss), included as a component of other income (loss), net on the consolidated statements of income. During the year ended December 31, 2025, the Company recognized an unrealized loss totaling $ 0.4 million and credit loss expense totaling $ 0.2 million on its digital asset loan receivable.
The digital asset loan receivable is classified within Level 2 of the fair value hierarchy. Its fair value is determined based on the fair value of the Canton Coin and as adjusted for an allowance for credit loss. As of December 31, 2025, the fair value of the Canton Coin is an observable valuation input.
THAR’s shareholders approved the PFWs in January 2026.
There were no material realized gains or realized losses recorded on the disposition of digital assets during the year ended December 31, 2024.
The following table presents a summary of the changes in the Company’s Canton Coin holdings during the years ended December 31, 2025 and 2024:

Year Ended
December 31,
2025 2024

(dollars in thousands)
Beginning balance $ 852   $ —  
Additions – Validator Revenue
10,947   666  
Dispositions ( 15,000 ) —  
Origination of digital asset loan receivable ( 24,999 ) —  
Total realized and unrealized gains included in other income (loss), net (1)
270,929   186  
Ending balance $ 242,729   852  

(1) Includes realized gains totaling $ 39.8 million during the year ended December 31, 2025 and unrealized gains totaling $ 231.1 million and $ 0.2 million during the years ended December 31, 2025 and 2024, respectively.
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Level 3 Roll forward
The following table presents a summary of the changes in fair value for Level 3 assets during the years ended December 31, 2025 and 2024 :

Year Ended
December 31,
2025 2024

(dollars in thousands)
Investments in Available for Sale Debt Securities
Beginning balance $ 10,354   $ —  
Additions 518   10,354  
Dispositions —   —  

Total realized and unrealized gains included in other comprehensive income (loss) 13,985   —  
Ending balance $ 24,857   $ 10,354  

Digital Assets – Canton Coins
Beginning balance $ 852   $ —  
Transfer out of Level 3 (1)
( 852 ) —  
Additions —   666  
Dispositions —   —  
Total realized and unrealized gains included in other income (loss), net —   186  
Ending balance $ —   $ 852  

(1) Transfers between levels of the fair value hierarchy occur when there are changes in the observability of significant valuation inputs and/or the significance of valuation inputs and are reported at the beginning of the reporting period in which they occur.
During the year ended December 31, 2025, the Company recognized unrealized gains totaling $ 14.0 million relating to Level 3 assets held at December 31, 2025, included as a component of other comprehensive income on the accompanying consolidated statements of comprehensive income. During the year ended December 31, 2024, there were no unrealized gains or losses included as a component of other comprehensive income.
During the year ended December 31, 2024, the Company recognized unrealized gains totaling $ 0.2 million relating to Canton Coins classified as Level 3 assets and held at December 31, 2024, included as a component of other income (loss), net on the accompanying consolidated statements of income.
Foreign Exchange Derivative Contracts
The Company enters into foreign currency forward contracts to mitigate its U.S. dollar and British pound sterling versus euro exposure, generally with a duration of less than 12 months. The valuations for the Company’s foreign currency forward contracts are primarily based on the difference between the exchange rate associated with the contract and the exchange rate at the current period end for the tenor of the contract. Foreign currency forward contracts are categorized as Level 2 in the fair value hierarchy. As of December 31, 2025 and 2024 , the counterparty on each of these foreign exchange derivative contracts was an affiliate of LSEG and therefore the corresponding assets or liabilities on such contracts were included in receivable and due from related parties or payable and due to related parties, respectively, on the accompanying consolidated statements of financial condition.
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The following table summarizes the aggregate U.S. d ollar equivalent notional amount of the Company’s foreign exchange derivative contracts not designated as hedges for accounting purposes:

December 31,
2025 2024

(dollars in thousands)
Foreign currency forward contracts – Gross notional amount $ 339,794   $ 238,182  

The Company’s foreign exchange derivative contracts are not designated as hedges for accounting purposes and changes in the fair value of these contracts during the period are recognized in the consolidated statements of income. The total realized and unrealized gains (losses) on foreign exchange derivative contracts recorded within the consolidated statements of income are as follows:

Year Ended
December 31,
2025 2024 2023

(dollars in thousands)
Foreign currency forward contracts not designated in accounting hedge relationship – General and administrative (expenses)/income $ ( 21,015 ) $ 14,966   $ 792  
Foreign currency call option contract not designated in accounting hedge relationship – Other income/(loss) (1)
$ —   $ —   $ ( 1,289 )

(1) On June 1, 2023, the Company entered into a foreign currency call option on Australian dollars, giving the Company an option to buy A$ 120.7  million, in order to partially mitigate the Company’s U.S. dollar versus Australian dollar foreign exchange exposure on the then-anticipated payment of the Australian dollar denominated purchase price for the Yieldbroker Acquisition. The counterparty on the foreign currency call option contract was an affiliate of LSEG. On August 25, 2023, the Company unwound the out-of-the-money foreign currency call option and received $ 1.1  million from an affiliate of LSEG.
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Financial Instruments Not Measured at Fair Value
The Company’s financial instruments not measured at fair value on the consolidated statements of financial condition as of December 31, 2025 and 2024 have been categorized based upon the fair value hierarchy as follows:
Carrying Value Quoted Prices in active Markets for Identical Assets
(Level 1) Significant Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3) Total Fair Value

As of December 31, 2025 (dollars in thousands)
Assets
Cash and restricted cash $ 275,179   $ 275,179   $ —   $ —   $ 275,179  
Receivable from brokers and dealers and clearing organizations 8,630   —   8,630   —   8,630  
Deposits with clearing organizations 58,282   58,282   —   —   58,282  
Accounts receivable 257,845   —   257,845   —   257,845  
Other assets – Memberships in clearing organizations
3,127   —   —   3,127   3,127  
Total $ 603,063   $ 333,461   $ 266,475   $ 3,127   $ 603,063  

Liabilities

Payable to brokers and dealers and clearing organizations $ 3,363   $ —   $ 3,363   $ —   $ 3,363  
Total $ 3,363   $ —   $ 3,363   $ —   $ 3,363  

As of December 31, 2024
Assets
Cash and restricted cash $ 224,169   $ 224,169   $ —   $ —   $ 224,169  
Receivable from brokers and dealers and clearing organizations 67,805   —   67,805   —   67,805  
Deposits with clearing organizations 54,702   54,702   —   —   54,702  
Accounts receivable 222,268   —   222,268   —   222,268  
Other assets – Memberships in clearing organizations
2,918   —   —   2,918   2,918  
Total $ 571,862   $ 278,871   $ 290,073   $ 2,918   $ 571,862  

Liabilities

Payable to brokers and dealers and clearing organizations $ 67,816   $ —   $ 67,816   $ —   $ 67,816  
Total $ 67,816   $ —   $ 67,816   $ —   $ 67,816  

The carrying value of financial instruments not measured at fair value classified within Level 1 or Level 2 of the fair value hierarchy approximates fair value because of the relatively short term nature of the underlying assets or liabilities. The memberships in clearing organizations, which are included in other assets on the consolidated statements of financial condition, are classified within Level 3 of the fair value hierarchy because the valuation requires assumptions that are both significant and unobservable.
Non-recurring Fair Value Measurements
The Company measures certain assets and liabilities at fair value on a non-recurring basis, such as assets acquired in a business combination, intangible assets, equity method investments and equity investments without readily determinable fair values for which the measurement alternative has been elected.
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Included in other assets on the consolidated statements of financial condition is an equity method investment of $ 4.5  million and none as of December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company also had $ 5.0  million in unfunded capital commitments related to its equity method investment. During the years ended December 31, 2025, 2024 and 2023, the Company recognized an equity pickup loss of $ 0.5 million, none and none , respectively, included in other income (loss) in the consolidated statements of income, relating to its pro rata share of the investment’s operating performance during the year.
Included in other assets on the consolidated statements of financial condition are minority equity investments in various companies without readily determinable fair values of $ 44.8  million and $ 17.8 million as of December 31, 2025 and 2024, respectively. The Company’s equity investments are subject to general contractual sale restrictions that prohibit the transfer or sale of the investment without prior consent of the investee and/or other investors.
During the year ended December 31, 2025, and as of November 14, 2025, the Company recorded an unrealized gain totaling $ 4.3  million on a minority equity investment based on a Level 1 observable price change of a similar investment of the same issuer that occurred on that date. The unrealized gain is included in other income (loss) in the consolidated statements of income.
During the year ended December 31, 2025, the Company recorded impairments totaling $ 10.8  million on its minority equity investments, as the investments’ carrying amounts exceeded their fair value. The investment impairments are included in other income (loss) in the consolidated statements of income. Of these, impairments of $ 4.9  million and $ 5.4  million were recorded based on the respective investment’s fair value as of November 10, 2025 and June 30, 2025, respectively, determined using a discounted cash flow model, utilizing primarily Level 3 inputs. Significant unobservable inputs for these investments included discount rates ranging from 13.5 % to 25.0 % (weighted average: 17.8 %) and perpetual growth rates ranging from 2.0 % to 3.0 % (weighted average: 2.4 %), weighted based on the relative fair value of the investment. In September 2025, the Company also determined one of its investments was not likely recoverable and the investment balance was reduced to zero , resulting in the additional $ 0.5  million impairment recorded during the year ended December 31, 2025.
During the year ended December 31, 2024, and as of December 31, 2024, the Company recorded an impairment on a minority equity investment totaling $ 1.3  million, as the investment’s carrying amount exceeded its fair value. The investment impairment is included in other income (loss) in the consolidated statements of income. The investment’s fair value was determined using a discounted cash flow model, using primarily Level 3 inputs. Significant unobservable inputs included a discount rate of 20 % and a perpetual growth rate of 3.0 %.
During the year ended December 31, 2023, and as of December 31, 2023, the Company recorded an impairment on a minority equity investment totaling $ 11.1  million, as the investment’s carrying amount exceeded its fair value. The investment impairment is included in other income (loss) in the consolidated statements of income. The investment’s fair value was determined using a discounted cash flow model, using primarily Level 3 inputs. Significant unobservable inputs included a discount rate of 20 % and a perpetual growth rate of 3.0 %.

16.     Credit Risk
Cash and cash equivalents includes cash and highly liquid investments held by a limited number of global financial institutions, including cash amounts in excess of federally insured limits. To mitigate this concentration of credit risk, the Company invests through high-credit-quality financial institutions, monitors the concentration of credit exposure of investments with any single obligor and diversifies as determined appropriate.
In the normal course of business the Company, as agent, executes transactions with, and on behalf of, other brokers and dealers. If the agency transactions do not settle because of failure to perform by either counterparty, the Company will recognize a receivable from (and a matching payable to) brokers and dealers and clearing organizations for the proceeds from the unsettled transaction, until the failed transaction settles. The Company may be obligated to discharge the obligation of the non-performing party and, as a result, may incur a loss if the market value of the security is different from the contract amount of the transaction. However, from time to time, the Company enters into repurchase and/or reverse repurchase agreements to facilitate the clearance of securities relating to fails to deliver or receive. The Company seeks to manage credit exposure related to these agreements to repurchase (or reverse repurchase), including the risk related to a decline in market value of collateral (pledged or received), by entering into agreements to repurchase with overnight or short-term maturity dates and only entering into repurchase transactions with netting members of the Fixed Income Clearing Corporation (“FICC”). The FICC operates a continuous net settlement system, whereby as trades are submitted and compared, the FICC becomes the counterparty.
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The Company self-clears wholesale U.S. Treasury trades executed on its platform by non-FICC members. The number of self-cleared trades that settle over the fed wire, instead of FICC clearing, may impact the number of U.S. Treasury failed settlement transactions. As of December 31, 2025, the Company recorded an $ 8.6 million receivable and a $ 3.4 million payable from/to brokers and dealers and clearing organizations related to failed settlement transactions and the Company self-funded the remaining $ 5.3 million difference between the fail to deliver and fail to receive. All of the failed settlement transactions outstanding as of December 31, 2025 were fully settled during January 2026. As of December 31, 2024, the Company recorded a $ 67.8 million receivable and payable from/to brokers and dealers and clearing organizations related to failed settlement transactions. All of the failed settlement transactions outstanding as of December 31, 2024 were fully settled during January 2025.
Additionally, in the normal course of business, the Company, as an introducing broker, executes transactions on behalf of or with clients of the Company, which are cleared by a clearing broker. Under the arrangement between the Company and the clearing broker, the Company is responsible for losses that may result from the clearing broker’s rejection, reversal or cancellation of a transaction. If there are temporary errors or delays in the processing or settlement of transactions, the clearing broker may require, usually with two business days notice, that the Company provide cash deposits until the errors are resolved.
A substantial number of the Company’s transactions are collateralized and executed with, and on behalf of, a limited number of broker-dealers. The Company’s exposure to credit risk associated with the nonperformance of these clients in fulfilling their contractual obligations pursuant to securities transactions can be directly impacted by volatile trading markets which may impair the clients’ ability to satisfy their obligations to the Company.
The Company does not expect nonperformance by counterparties in the above situations. However, the Company’s policy is to monitor its market exposure and counterparty risk. In addition, the Company has a policy of reviewing, as considered necessary, the credit standing of each counterparty with which it conducts business.
Allowance for Credit Losses
The Company may be exposed to credit risk regarding its receivables, which are primarily receivables from financial institutions, including investment managers and broker-dealers. The Company maintains an allowance for credit losses based upon an estimate of the amount of potential credit losses in existing accounts receivable, as determined from a review of aging schedules, past due balances, historical collection experience and other specific account data. Careful analysis of the financial condition of the Company’s counterparties is also performed.
Account balances are pooled based on the following risk characteristics:
• Geographic location
• Transaction fee type (billing type)
• Legal entity
An allowance for credit losses is also recognized for any credit impairment of the Company’s digital asset loan receivable and available-for-sale debt securities. As of and during the year ended December 31, 2025, the Company maintained an allowance and recorded credit loss expense with regards to its digital asset loan receivable totaling $ 0.2 million, based on a review of the credit risk of the counterparty and the characteristics of the arrangement. There was no allowance for credit losses and no credit loss expense recorded on available-for-sale debt securities as of or for the years ended December 31, 2025 and 2024.
Write-Offs
Once determined uncollectible, aged balances are written off against the allowance for credit losses. This determination is based on careful analysis of individual receivables and aging schedules, which are disaggregated based on the risk characteristics described above. Based on current policy, this generally occurs when the receivable is 360 days past due.
As of December 31, 2025 and 2024, the Company maintained an allowance for credit losses with regard to its receivables of $ 0.6 million and $ 0.4 million, respectively. For each of the years ended December 31, 2025, 2024 and 2023, credit loss expense relating to receivables was $ 0.2 million.

17.     Commitments and Contingencies
From time to time, the Company is subject to various claims, lawsuits and other legal proceedings, including reviews, investigations and proceedings by governmental and self-regulatory agencies regarding its business. While the ultimate resolution of these matters cannot presently be determined, the Company does not believe that, taking into account any applicable insurance coverage, any of the pending legal proceedings could reasonably be expected to have a material adverse effect on its business, financial condition or results of operations.
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In the normal course of business, the Company enters into agreements with its clients which provide the clients with indemnification rights, including in the event that the electronic marketplaces of the Company infringe upon the intellectual property or other proprietary right of a third party. The Company’s exposure under these agreements is unknown as this would involve estimating future claims against the Company which have not yet occurred. However, based on its experience, the Company expects the risk of a material loss to be remote.
Although the Company was dismissed from a lawsuit relating to interest rate swaps in 2017, the claims brought by certain swap execution facilities against the remaining defendant financial institutions continues and could still be appealed as to the Company.
The Company records its best estimate of a loss, including estimated defense costs, when the loss is considered probable and the amount of such loss can be reasonably estimated. Based on its experience, the Company believes that the amount of damages claimed in a legal proceeding is not a meaningful indicator of the potential liability. At this time, the Company cannot reasonably predict the timing or outcomes of, or estimate the amount of loss, or range of loss, if any, related to its pending legal proceedings and therefore does not have any contingency reserves established for any of these matters.
Revolving Credit Facility
On November 21, 2023, the Company entered into a five year , $ 500.0 million unsecured revolving credit facility (the “2023 Revolving Credit Facility”) with a syndicate of banks, which replaced its $ 500.0  million secured credit facility entered into on April 8, 2019.
The 2023 Revolving Credit Facility provides borrowing capacity to be used to fund ongoing working capital needs, letters of credit and for general corporate purposes, including potential future acquisitions and expansions. Subject to the satisfaction of certain conditions, the Company is able to increase the 2023 Revolving Credit Facility by $ 250.0 million with the consent of the lenders participating in the increase. Borrowings under the 2023 Revolving Credit Facility may be, at the option of the Company, in U.S. dollars, Euros or Sterling. The 2023 Revolving Credit Facility also provides for the issuance of up to $ 5.0 million of letters of credit as well as borrowings on same-day notice, referred to as swingline loans, in an amount of up to $ 50.0 million. The 2023 Revolving Credit Facility will mature on November 21, 2028.
Borrowings under the 2023 Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) a base rate equal to the greatest of (i) the administrative agent’s prime rate, (ii) the federal funds effective rate plus ½ of 1.00% and (iii) one month Term SOFR plus 1.00 % plus a credit adjustment spread of 0.10 %, in each case plus a margin based on the Company’s consolidated net leverage ratio ranging from 0.25 % to 0.75 %, or (b) a rate equal to (i) in the case of borrowings in U.S. dollars, Term SOFR plus a credit adjustment spread of 0.10 %, subject to a 0.00 % floor, (ii) in the case of borrowings in Sterling, SONIA subject to a 0.00 % floor, and (iii) in the case of borrowings in Euros, EURIBOR, subject to a 0.00 % floor, in each case plus a margin based on the Company’s consolidated net leverage ratio ranging from 1.25 % to 1.75 %. The agreement that governs the 2023 Revolving Credit Facility also includes a commitment fee of 0.25 % for available but unborrowed amounts and other administrative fees that are payable quarterly. Financial covenant requirements include maintaining minimum ratios related to interest coverage and leverage.
As of both December 31, 2025 and 2024, there were $ 0.5  million in letters of credit issued and no borrowings outstanding under the 2023 Revolving Credit Facility.
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18.     Earnings Per Share
The following table summarizes the calculations of basic and diluted earnings per share of Class A and Class B common stock for Tradeweb Markets Inc.:

Year Ended
December 31,
2025 2024 2023

(dollars in thousands, except per share amounts)
Numerator:

Net income attributable to Tradeweb Markets Inc. $ 812,792   $ 501,507   $ 364,866  
Less: Distributed and undistributed earnings allocated to participating securities (1)
( 636 ) ( 389 ) ( 467 )
Net income attributable to outstanding shares of Class A and Class B common stock – Basic and Diluted 812,156   501,118   364,399  

Denominator:

Weighted average shares of Class A and Class B common stock outstanding – Basic 213,213,371   213,030,056   210,796,802  
Dilutive effect of PRSUs 460,612   589,171   458,343  
Dilutive effect of options 284,464   428,926   1,150,159  
Dilutive effect of RSUs and RSAs 407,012   415,957   257,076  
Dilutive effect of PSUs 532,781   460,653   6,428  
Weighted average shares of Class A and Class B common stock outstanding – Diluted 214,898,240   214,924,763   212,668,808  

Earnings per share – Basic $ 3.81   $ 2.35   $ 1.73  
Earnings per share – Diluted $ 3.78   $ 2.33   $ 1.71  

(1) During the years ended December 31, 2025, 2024 and 2023, there was a total of 167,018 , 165,565 and 270,249 , respectively, weighted average unvested or unsettled vested stock awards that were considered a participating security for purposes of calculating earnings per share in accordance with the two-class method.
LLC Interests held by Continuing LLC Owners are redeemable in accordance with the TWM LLC Agreement, at the election of such holders, for shares of Class A or Class B common stock, as applicable, of Tradeweb Markets Inc. The potential dilutive effect of LLC Interests held by Continuing LLC Owners are evaluated under the if-converted method. The potential dilutive effect of PRSUs, shares underlying options, RSUs, RSAs and PSUs are evaluated under the treasury stock method.
The following table summarizes the PRSUs, shares underlying options, RSUs, RSAs, PSUs and weighted-average LLC Interests held by Continuing LLC Owners that were anti-dilutive for the periods indicated. As a result, these shares, which were outstanding, were excluded from the computation of diluted earnings per share for the periods indicated:

Year Ended
December 31,
2025 2024 2023

Anti - dilutive Shares:

PRSUs —   —   —  
Options —   —   —  
RSUs and RSAs 4,361   —   —  
PSUs —   —   —  
LLC Interests 23,063,110   23,076,373   23,902,379  

Shares of Class C and Class D common stock do not have economic rights in Tradeweb Markets Inc. and, therefore, are not included in the calculation of basic earnings per share and are not participating securities for purposes of the computation of diluted earnings per share.
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19.     Regulatory Capital Requirements
TWL, DW, TWD and ICDLC are subject to the Uniform Net Capital Rule 15c3-1 under the Exchange Act and certain of the Company’s foreign subsidiaries are subject to financial resource requirements from their local regulators. At December 31, 2025 and 2024, the regulatory capital requirements and regulatory capital for these entities are as follows:

December 31, 2025 December 31, 2024
Regulatory Capital Regulatory Capital Requirement Excess Regulatory Capital Regulatory Capital Regulatory Capital Requirement Excess Regulatory Capital

(dollars in thousands)
TWL $ 65,479   $ 5,296   $ 60,183   $ 63,532   $ 3,646   $ 59,886  
DW 260,326   3,131   257,195   204,134   4,359   199,775  
TWD 54,479   1,458   53,021   52,808   1,208   51,600  
TEL 94,572   33,184   61,388   56,152   32,499   23,653  
TWJ 10,619   2,705   7,914   3,589   2,841   748  
TWEU 8,253   7,483   770   8,073   6,838   1,235  
TESL 6,889   1,177   5,712   5,755   942   4,813  
TESBV 8,527   4,028   4,499   1,591   1,377   214  
YB 9,932   —   9,932   11,677   —   11,677  
TDIFC 283   30   253   250   30   220  
ICDLC 10,349   766   9,583   20,845   594   20,251  
ICDLT 7,992   4,126   3,866   6,504   2,997   3,507  
ICDEU —   —   —   523   150   373  
TWSA 735   63   672   —   —   —  
TAPL 148   39   109   —   —   —  

As SEFs, TW SEF and DW SEF are required to maintain adequate financial resources and liquid financial assets in accordance with CFTC regulations. The required and maintained financial resources and liquid financial assets at December 31, 2025 and 2024 are as follows:

December 31, 2025 December 31, 2024
Financial Resources Required Financial Resources Excess Financial Resources Financial Resources Required Financial Resources Excess Financial Resources

(dollars in thousands)
TW SEF $ 68,063   $ 18,000   $ 50,063   $ 50,974   $ 16,500   $ 34,474  
DW SEF 15,027   8,511   6,516   14,083   9,062   5,021  

December 31, 2025 December 31, 2024
Liquid Financial Assets Required Liquid Financial Assets Excess Liquid Financial Assets Liquid Financial Assets Required Liquid Financial Assets Excess Liquid Financial Assets

(dollars in thousands)
TW SEF $ 34,190   $ 4,500   $ 29,690   $ 28,163   $ 4,125   $ 24,038  
DW SEF 10,664   2,128   8,536   9,956   2,266   7,690  

20.     Business Segment and Geographic Information
Operating segments are defined as components of an entity for which separate discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (the “CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer.
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