10-K – 2026-02-05 – tw-20251231.htm

The Company operates electronic marketplaces for the trading of products across the rates, credit, equities and money markets asset classes and provides related pre-trade and post-trade services. 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. Through its electronic marketplaces, the Company facilitates trading by clients across the institutional, wholesale, retail and corporates client sectors and builds comprehensive market data sets that it is able to separately sell to clients, primarily LSEG, as incremental market data revenue. The Company’s client sectors continue to become more interwoven and the Company benefits from these cross-marketplace network effects. For example, many of the Company’s asset manager, hedge fund, insurance, central bank/sovereign entity and regional dealer clients actively trade multiple products on its platform. In addition, many of the global commercial banks and dealers providing liquidity for institutional trades are also active traders on the Company’s wholesale offering and provide odd-lot inventory for the Company’s retail client sector. Because of the highly integrated nature of these marketplaces and services and the global financial markets in which the Company competes, the CODM reviews financial information on a global consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined it operates as one operating segment and one reportable segment.
The CODM uses Adjusted EBITDA and consolidated net income to set budgets, evaluate margins, review actual results and in deciding whether to reinvest profits into the business, pursue acquisitions, pay dividends and/or engage in other capital management transactions. Consolidated net income is the measure of segment profit most consistent with U.S. GAAP that is regularly reviewed by the CODM to allocate resources and assess performance.
Significant expense categories included in consolidated net income that are regularly provided to the CODM include employee compensation and benefits, technology and communications, general and administrative, professional fees and occupancy, each as presented on the accompanying consolidated statements of income.   
Information regarding revenue from external clients by client sector, significant segment expenses and consolidated net income is as follows:

Year Ended
December 31,
2025 2024 2023

(dollars in thousands)
Revenues
Institutional $ 1,275,547   $ 1,035,775   $ 797,038  
Wholesale 400,753   385,673   312,586  
Retail 146,510   143,247   134,521  
Corporates 95,895   43,234   —  
Market Data 133,724   118,020   94,074  
Total revenue 2,052,429   1,725,949   1,338,219  
Less:
Employee compensation and benefits 670,831   592,690   460,305  
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  
Other segment items (1)
164,027   328,064   271,116  
Net income $ 921,500   $ 569,963   $ 419,503  

(1) Other segment items include depreciation and amortization, the tax receivable agreement liability adjustment (as applicable), interest income, interest expense, other (income) loss, net and provision for income taxes, each as presented on the accompanying consolidated statements of income.
The Company operates in the U.S. and internationally, primarily in the Europe, Asia and Australia regions. Variable revenues are generally attributed to geographic area based on the jurisdiction where the underlying transactions take place. The attribution of fixed revenues may vary by revenue and contract type. Given the global nature of the financial markets in which we operate and our clients’ worldwide businesses and contracts, the results by geographic region and allocation of revenues to individual countries are not necessarily meaningful in understanding the Company’s business.

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The measure of segment assets is reported on the accompanying consolidated statements of financial condition as total consolidated assets. Total expenditures for additions to long-lived assets are as reported on the accompanying consolidated statements of cash flows. Long-lived assets are attributed to the geographic area based on the location of the particular subsidiary.
The following table provides revenue by geographic area:

Year Ended
December 31,
2025 2024 2023

(dollars in thousands)
Revenues
U.S. $ 1,194,062   $ 1,060,697   $ 850,338  
International 858,367   665,252   487,881  
Total revenue $ 2,052,429   $ 1,725,949   $ 1,338,219  

The following table provides information on the attribution of long-lived assets by geographic area:

December 31,
2025 2024 2023

(dollars in thousands)
Long-lived assets
U.S. $ 4,737,934   $ 4,777,770   $ 3,990,070  
International 31,746   29,478   20,348  
Total $ 4,769,680   $ 4,807,248   $ 4,010,418  

21.     Subsequent Events
On February 5, 2026, the board of directors of Tradeweb Markets Inc. declared a cash dividend of $ 0.14 per share of Class A common stock and Class B common stock for the first quarter of 2026. This dividend will be payable on March 16, 2026 to stockholders of record as of March 2, 2026.
On February 5, 2026, Tradeweb Markets Inc., as the sole manager, approved a distribution by TWM LLC to its equityholders, including Tradeweb Markets Inc., in an aggregate amount of $ 78.1 million, as adjusted by required state and local tax withholdings that will be determined prior to the record date of March 2, 2026, payable on March 12, 2026.
On February 5, 2026, the board of directors of Tradeweb Markets Inc. approved a share repurchase program with an indefinite term under which the Company may purchase up to $ 500  million of its Class A common stock (the “2026 Share Repurchase Program”) once the 2022 Share Repurchase Program has been exhausted. As of February 5, 2026, $ 23.2 million remained available for repurchase pursuant to the 2022 Share Repurchase Program. Pursuant to the 2026 Share Repurchase Program, the Company may repurchase its Class A common stock from time to time, in amounts, at prices and at such times as it deems appropriate, subject to market conditions and other considerations. The Company may make repurchases in the open market, through privately negotiated transactions, through accelerated repurchase programs (including through the use of derivatives), pursuant to Rule 10b5-1 plans or through enhanced open-market repurchases (eOMR). The 2026 Share Repurchase Program will be conducted in compliance with applicable legal requirements and shall be subject to market conditions and other factors. The manner, timing and amount of any purchase will be based on an evaluation of market conditions, stock price and other factors. The 2026 Share Repurchase Program has no termination date, may be suspended, amended or discontinued at any time and does not obligate the Company to acquire any amount of Class A common stock.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.

ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management has evaluated, under the supervision of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), the effectiveness of our disclosure controls and procedures, as defined in Rule 13a‑15(e) of the Exchange Act, as of the end of the period covered by this Annual Report on Form 10‑K. Based on that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10‑K are effective at a reasonable assurance level in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures will prevent or detect all errors and all fraud. While our disclosure controls and procedures are designed to provide reasonable assurance of their effectiveness, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for us as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act.
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 U.S. GAAP. A company’s internal control over financial reporting includes 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 U.S. GAAP, 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.
Our management, under the supervision and with the participation of our CEO and CFO, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025 using criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Management, including our CEO and CFO, based on its assessment and those criteria, has concluded that our internal control over financial reporting was effective as of December 31, 2025 .
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 9B. OTHER INFORMATION.
(a) Approval or Modification of Material Compensatory Agreements
On February 5, 2026, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) approved or modified certain material compensatory arrangements with the principal executive officer, the principal financial officer and the named executive officers, as detailed below.
The Compensation Committee approved the Amended and Restated Executive Severance Policy, effective as of February 5, 2026 (the “A&R Executive Severance Policy”). The A&R Executive Severance Policy amends and restates the prior Executive Severance Policy in its entirety. Pursuant to the A&R Executive Severance Policy, Eligible Employees (defined as the Chief Executive Officer, any member of the Executive Committee of the Company and any other employee whose employment agreement indicates that the A&R Executive Severance Policy applies) are eligible to receive a Severance Amount (as defined below) upon a Qualifying Termination (defined as a termination by the Company for any reason other than cause, death or disability, or a resignation by the Eligible Employee for good reason). The “Severance Amount” is an amount equal to (i) accrued compensation, plus (ii) one times the Eligible Employee’s base salary, payable in equal installments on the Company’s payroll dates during the one year period following the Termination Date, plus (iii) one and a half times the sum of (A) the Eligible Employee’s base salary and (B) the average actual bonus paid to the Eligible Employee in the three fiscal years preceding the date of termination, paid no later than sixty days following the execution of a release agreement. An Eligible Employee is also entitled to receive reimbursements for the excess costs of COBRA continuation for one year following the termination date. Mr. Hult continues to be entitled to severance pursuant to the terms of his employment agreement and not the A&R Executive Severance Policy. This description is meant to be a summary and not a full description of all of the terms of the A&R Severance Policy, which are incorporated herein by reference. A copy of the A&R Severance Policy is attached as Exhibit 10.42 to this Annual Report on Form 10-K.
In addition, the Compensation Committee approved amendments (the “Executive Equity Agreement Amendments”) to existing outstanding RSU (other than the Chief Executive Officer), PSU and PRSU grant agreements for members of the Executive Committee of the Company (the “Executive Equity Agreements”). Pursuant to the Executive Equity Agreement Amendments, upon a qualifying retirement (with a minimum of six months advance notice), a termination without cause, a termination on account of death or disability (each, a “Qualifying Termination”) or a resignation with good reason, in each instance, by a member of the Executive Committee of the Company, all outstanding and unvested PRSUs and PSUs, as applicable, will fully vest. RSUs, which terms already provide for full vesting upon a Qualifying Termination, will also fully vest on a resignation for good reason. Mr. Hult’s outstanding RSUs already provide for full vesting on such events. The PRSUs, PSUs and RSUs will continue to settle upon the original settlement dates. All other terms applicable to the RSUs, PRSUs and PSUs, as disclosed in the Company’s Proxy Statement on Schedule 14A, filed on March 27, 2025, are unchanged. All equity grants to be made to the Executive Committee members in 2026 and thereafter will be made pursuant to similar terms. This description is meant to be a summary and not a full description of all of the terms of the Executive Equity Agreements, which are incorporated herein by reference. Copies of the Executive Equity Agreements and Executive Equity Agreement Amendments are attached as Exhibits 10.34 - 10.41 to this Annual Report on Form 10-K.
(b) Securities Trading Plans of Executive Officers and Director s
The following table describes trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, as defined in Item 408 of Regulation S-K (“Rule 10b5-1 trading arrangements”), adopted, modified or terminated by our executive officers and directors during the three months ended December 31, 2025.

Name and Title Action Date Aggregate Number of Securities to be Purchased or Sold Scheduled Expiration Date (1)

Steven Berns
Director
Adoption November 3, 2025 Sale of up to 425 shares of Class A common stock to be issued upon the vesting on May 20, 2026 of previously awarded restricted stock units.
November 25, 2026

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Name and Title Action Date Aggregate Number of Securities to be Purchased or Sold Scheduled Expiration Date (1)

Amy Clack
Chief Administrative Officer and Chief Risk Officer
Adoption November 3, 2025 Sale of an amount equal to up to: (A) 3,356 shares of Class A common stock, plus (B) (i) 5,349 shares of Class A common stock to be issued upon vesting on January 1, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on January 1, 2026 in settlement of dividend equivalent rights in respect of the 5,349 shares subject to the restricted stock units that accrued during the award’s vesting period of September 1, 2024 - January 1, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (C) (i) 2,209 shares of Class A common stock to be issued upon vesting on March 17, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 17, 2026 in settlement of dividend equivalent rights in respect of the 2,209 shares subject to the restricted stock units that accrued during the award’s vesting period of March 17, 2025 - March 17, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date.
September 30, 2026
Troy Dixon
Managing Director, Co-Head of Global Markets
Adoption December 15, 2025 Sale of amount equal to up to: (i) 5,254 shares of Class A common stock to be issued upon vesting on March 15, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 15, 2026 in settlement of dividend equivalent rights in respect of the 5,254 shares subject to the restricted stock units that accrued during the award’s vesting period of February 3, 2025 - March 15, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date.
December 14, 2026

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Name and Title Action Date Aggregate Number of Securities to be Purchased or Sold Scheduled Expiration Date (1)

Douglas Friedman
Chief Legal Officer
Adoption November 3, 2025 Sale of an amount equal to up to: (A)(i) 13,682 shares of Class A common stock to be issued upon vesting on January 1, 2026 of previously awarded performance-based restricted stock units, plus (ii) the number of shares issued upon vesting on January 1, 2026 in settlement of dividend equivalent rights in respect of the 13,682 shares subject to the performance-based restricted stock units that accrued during the award’s vesting period of January 1, 2023 -January 1, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (B)(i) 45,465 shares of Class A common stock to be issued upon vesting on January 1, 2026 of previously awarded performance-based stock units, plus (ii) the number of shares issued upon vesting on January 1, 2026 in settlement of dividend equivalent rights in respect of the 45,465 shares subject to the performance-based stock units that accrued during the award’s vesting period of January 1, 2023 -January 1, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (C)(i) 2,516 shares of Class A common stock to be issued upon vesting on March 15, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 15, 2026 in settlement of dividend equivalent rights in respect of the 2,516 shares subject to the restricted stock units that accrued during the award’s vesting period of March 15, 2023 - March 15, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (D)(i) 1,991 shares of Class A common stock to be issued upon vesting on March 15, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 15, 2026 in settlement of dividend equivalent rights in respect of the 1,991 shares subject to the restricted stock units that accrued during the award’s vesting period of March 15, 2024 - March 15, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (E)(i) 1,210 shares of Class A common stock to be issued upon vesting on March 17, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 17, 2026 in settlement of dividend equivalent rights in respect of the 1,210 shares subject to the restricted stock units that accrued during the award’s vesting period of March 17, 2025 - March 17, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date.
September 30, 2026

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Name and Title Action Date Aggregate Number of Securities to be Purchased or Sold Scheduled Expiration Date (1)

Sara Furber
Chief Financial Officer
Adoption November 3, 2025 Sale of an amount equal to up to: (A)(i) 33,881 shares of Class A common stock to be issued upon vesting on January 1, 2026 of previously awarded performance-based restricted stock units, plus (ii) the number of shares issued upon vesting on January 1, 2026 in settlement of dividend equivalent rights in respect of the 33,881 shares subject to the performance-based restricted stock units that accrued during the award’s vesting period of January 1, 2023 -January 1, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (B)(i) 90,932 shares of Class A common stock to be issued upon vesting on January 1, 2026 of previously awarded performance-based stock units, plus (ii) the number of shares issued upon vesting on January 1, 2026 in settlement of dividend equivalent rights in respect of the 90,932 shares subject to the performance-based stock units that accrued during the award’s vesting period of January 1, 2023 - January 1, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (C)(i) 6,229 shares of Class A common stock to be issued upon vesting on March 15, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 15, 2026 in settlement of dividend equivalent rights in respect of the 6,229 shares subject to the restricted stock units that accrued during the award’s vesting period of March 15, 2023 - March 15, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (D)(i) 3,715 shares of Class A common stock to be issued upon vesting on March 15, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 15, 2026 in settlement of dividend equivalent rights in respect of the 3,715 shares subject to the restricted stock units that accrued during the award’s vesting period of March 15, 2024 - March 15, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (E)(i) 3,287 shares of Class A common stock to be issued upon vesting on March 17, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 17, 2026 in settlement of dividend equivalent rights in respect of the 3,287 shares subject to the restricted stock units that accrued during the award’s vesting period of March 17, 2025 - March 17, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date.
September 30, 2026

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Name and Title Action Date Aggregate Number of Securities to be Purchased or Sold Scheduled Expiration Date (1)

William Hult
Chief Executive Officer
Adoption November 3, 2025 Sale of an amount equal to up to: (A) 144,900 shares of Class A common stock to be issued upon the exercise of options in accordance with the terms of the Rule 10b5-1 trading arrangement, (B)(i) 104,922 shares of Class A common stock to be issued upon vesting on January 1, 2026 of previously awarded performance-based stock units, plus (ii) the number of shares issued upon vesting on January 1, 2026 in settlement of dividend equivalent rights in respect of the 104,922 shares subject to the performance-based stock units that accrued during the award’s vesting period of January 1, 2023 - January 1, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (C)(i) 78,191 shares of Class A common stock to be issued upon vesting on January 1, 2026 of previously awarded performance-based restricted stock units, plus (ii) the number of shares issued upon vesting on January 1, 2026 in settlement of dividend equivalent rights in respect of the 78,191 shares subject to the performance-based restricted stock units that accrued during the award’s vesting period of January 1, 2023 -January 1, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date.
February 2, 2027

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Name and Title Action Date Aggregate Number of Securities to be Purchased or Sold Scheduled Expiration Date (1)

Justin Peterson
Chief Technology Officer
Adoption November 3, 2025 Sale of an amount equal to up to: (A)(i) 24,890 shares of Class A common stock to be issued upon vesting on January 1, 2026 of previously awarded performance-based restricted stock units, plus (ii) the number of shares issued upon vesting on January 1, 2026 in settlement of dividend equivalent rights in respect of the 24,890 shares subject to the performance-based restricted stock units that accrued during the award’s vesting period of January 1, 2023 -January 1, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (B)(i) 90,932 shares of Class A common stock to be issued upon vesting on January 1, 2026 of previously awarded performance-based stock units, plus (ii) the number of shares issued upon vesting on January 1, 2026 in settlement of dividend equivalent rights in respect of the 90,932 shares subject to the performance-based stock units that accrued during the award’s vesting period of January 1, 2023 - January 1, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (C)(i) 4,576 shares of Class A common stock to be issued upon vesting on March 15, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 15, 2026 in settlement of dividend equivalent rights in respect of the 4,576 shares subject to the restricted stock units that accrued during the award’s vesting period of March 15, 2023 - March 15, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (D)(i) 2,547 shares of Class A common stock to be issued upon vesting on March 15, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 15, 2026 in settlement of dividend equivalent rights in respect of the 2,547 shares subject to the restricted stock units that accrued during the award’s vesting period of March 15, 2024 - March 15, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (E)(i) 2,243 shares of Class A common stock to be issued upon vesting on March 17, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 17, 2026 in settlement of dividend equivalent rights in respect of the 2,243 shares subject to the restricted stock units that accrued during the award’s vesting period of March 17, 2025 - March 17, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date.
November 1, 2026

(1)    The Rule 10b5-1 trading arrangement may also expire on such earlier date as all such transactions under the trading arrangement are completed or at such time as such trading arrangement is otherwise terminated in accordance with its terms.
During the three months ended December 31, 2025, none of our directors or executive officers adopted , modified or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K).

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information required by this item, including the information required by Item 408(b) of Regulation S-K related to our insider trading policies and procedures, will be included in our definitive proxy statement for the 2026 Annual Meeting of Stockholders and is incorporated herein by reference. We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days after the fiscal year ended December 31, 2025.

ITEM 11. EXECUTIVE COMPENSATION.
The information required by this item will be included in our definitive proxy statement for the 2026 Annual Meeting of Stockholders and is incorporated herein by reference. We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days after the fiscal year ended December 31, 2025.

ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The information required by this item will be included in our definitive proxy statement for the 2026 Annual Meeting of Stockholders and is incorporated herein by reference. We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days after the fiscal year ended December 31, 2025.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The information required by this item will be included in our definitive proxy statement for the 2026 Annual Meeting of Stockholders and is incorporated herein by reference. We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days after the fiscal year ended December 31, 2025.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required by this item will be included in our definitive proxy statement for the 2026 Annual Meeting of Stockholders and is incorporated herein by reference. We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days after the fiscal year ended December 31, 2025.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
1. Financial Statements.
The financial statements are set forth under Part II, Item 8. – “Financial Statements and Supplementary Data” of this Annual Report.
2. Financial Statement Schedules.
Financial statement schedules have been omitted because they are not required, are not applicable or the required information is included in the financial statements or the notes thereto in Part II, Item 8. – “Financial Statements and Supplementary Data.”
3. Exhibits.
The following exhibits are filed or furnished as a part of this Annual Report on Form 10-K:

Exhibit Number Description of Exhibit
2.1 Purchase Agreement, dated April 5, 2024, by and between ICD Intermediate Holdco 1, LLC, ICD Holdings, LLC, Stellus Capital Investment Corporation, Parthenon Investors V ICD Holdco AIV, LP, SCIC - ICD Blocker 1, Inc., Parthenon Investors V ICD Blocker, Inc., Tradeweb Markets LLC, ICD Holdings, LLC, in its capacity as the initial Seller Representative thereunder, and Tradeweb Markets Inc., solely for purposes of Section 10.21 thereof (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 8, 2024 (File No. 001-38860)).

3.1 Amended and Restated Certificate of Incorporation of Tradeweb Markets Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 9, 2019 (File No. 001-38860)).

3.2 Amended and Restated Bylaws of Tradeweb Markets Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 9, 2019 (File No. 001-38860)).

4.1 Specimen Common Stock Certificate of Tradeweb Markets Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-230115)).

4.2 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K/A filed on March 4, 2020 (File No. 001-38860)).  

10.1 Stockholders Agreement, dated as of April 8, 2019, by and among Tradeweb Markets Inc., Refinitiv US PME LLC and Refinitiv Parent Limited (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).

10.2 Registration Rights Agreement, dated as of April 8, 2019, by and among Tradeweb Markets Inc., the Refinitiv Holders (as defined therein), the Bank Holders (as defined therein) and the other holders of Registrable Securities (as defined therein) party thereto from time to time (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).

10.3 Fifth Amended and Restated LLC Agreement of Tradeweb Markets LLC (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).

10.4 Tax Receivable Agreement, dated as of April 8, 2019, by and among Tradeweb Markets Inc., Tradeweb Markets LLC and the members of Tradeweb Markets LLC from time to time party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).

10.5 Restrictive Covenant Agreement, dated as of April 8, 2019, by and among the Refinitiv Entities (as defined therein), Tradeweb Markets LLC and Tradeweb Markets Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).

10.6† Form of Indemnification Agreement (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (File No. 333-230115)).

10.7+ Master Data License Agreement, effective as of November 1, 2023, between Tradeweb Markets LLC, Refinitiv US LLC and Refinitiv US Organization LLC and related Data Schedules, as of November 1, 2023 (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed on February 9, 2024 (File No. 001-38860)).

10.7(1)* Notice for Master Data License Agreement, dated as of October 29, 2025 between Tradeweb Markets LLC, Refinitiv US LLC and Refinitiv US Organization LLC.

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Exhibit Number Description of Exhibit
10.7(2)* Schedule of Agreed Amendments to Master Data License Agreement, effective as of November 1, 2025, between Tradeweb Markets LLC, Refinitiv US LLC and Refinitiv US Organization LLC.

10.7(3)*+ Amended and Restated Data Schedules to Master Data License Agreement, effective as of November 1, 2025, between Tradeweb Markets LLC, Refinitiv US LLC and Refinitiv US Organization LLC.

10.8 Credit Agreement, dated as of November 21, 2023, by and among Tradeweb Markets LLC, the lenders party thereto, Citibank, N.A., as administrative agent, issuing bank and swing line lender, and Citigroup Global Markets Inc., J.P. Morgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 21, 2023 (File No. 001-38860)).

10.9† Amended and Restated Tradeweb Markets Inc. 2018 Share Option Plan (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).

10.10† Form of Option Agreement under the Amended and Restated Tradeweb Markets Inc. 2018 Share Option Plan (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-230115)).

10.11† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).

10.12† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan PRSU Award Agreement (Form of PRSU Agreement for M r . Hult) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 12, 2020 (File No. 001-38860)).

10.13† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan PRSU Award Agreement (Form of PRSU Agreement for other Executive Officers) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 12, 2020 (File No. 001-38860)).

10.14† Form of Director RSU Agreement under the Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).

10.15† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan Restricted Stock Unit Award Agreement (Form of RSU Agreement for M r . Hult) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 12, 2020 (File No. 001-38860)).

10.16† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan Restricted Stock Unit Award Agreement (Form of RSU Agreement for other Executive Officers) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 12, 2020 (File No. 001-38860)).

10.17† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan Performance Stock Unit Award Agreement (Form of PSU Agreement for Mr. Hult) (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No. 001-38860)).

10.18† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2023 Performance Stock Unit Award Agreement (Form of PSU Agreement for other Executive Officers) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2023 (File No. 001-38860)).

10.19† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2023 PRSU Award Agreement (Form of PRSU Agreement for Mr. Hult) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2023 (File No. 001-38860)).

10.20† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2023 PRSU Award Agreement (Form of PRSU Agreement for other Executive Officers) (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2023 (File No. 001-38860)).

10.21† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2023 Restricted Stock Unit Award Agreement (Form of RSU Agreement for Mr. Hult) (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2023 (File No. 001-38860)).

10.22† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2023 Restricted Stock Unit Award Agreement (Form of RSU Agreement for other Executive Officers) (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2023 (File No. 001-38860)).

10.23† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2024 PSU Award Agreement (Form of PSU Agreement for Mr. Hult) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 25, 2024 (File No. 001-38860)).

10.24† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2024 PSU Award Agreement (Form of PSU Agreement for other Executive Officers) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on April 25, 2024 (File No. 001-38860)).

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Exhibit Number Description of Exhibit
10.25†+ Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2024 PRSU Award Agreement (Form of PRSU Agreement for Mr. Hult) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on April 25, 2024 (File No. 001-38860)).

10.26†+ Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2024 PRSU Award Agreement (Form of PRSU Agreement for other Executive Officers) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on April 25, 2024 (File No. 001-38860)).

10.27† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2024 RSU Award Agreement (Form of RSU Agreement for Mr. Hult) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on April 25, 2024 (File No. 001-38860)).

10.28† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2024 RSU Award Agreement (Form of RSU Agreement for other Executive Officers) (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on April 25, 2024(File No. 001-38860)).

10.29† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2024 Director RSU Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on July 25, 2024 (File No. 001-38860)).

10.30† Employment Offer Letter by and between Sara Furber and Tradeweb Markets LLC (incorporated by reference to Exhibit 10.22 to the Company’s Quarterly Report on Form 10-Q filed on October 29, 2021 (File No. 001-38860)).

10.31† Amended and Restated Employment Agreement, dated as of February 21, 2023, by and between William Hult and Tradeweb Markets LLC (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No. 001-38860)).

10.32† Form of Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2025 Director RSU Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on July 30, 2025 (File No. 001-38860)).

10.33*†+ Employment Offer Letter by and between Troy Dixon and Tradeweb Markets LLC .

10.34*†+ Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2026 PRSU Award Agreement (Form of PRSU Agreement for Mr. Hult).

10.35*† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2026 PSU Award Agreement (Form of PSU Agreement for Mr. Hult).

10.36*† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2026 RSU Award Agreement (Form of RSU Agreement for Mr. Hult).

10.37*†+ Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2026 PRSU Award Agreement (Form of PRSU Agreement for other Executive Officers).

10.38*† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2026 PSU Award Agreement (Form of PSU Agreement for other Executive Officers).

10.39*† Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2026 RSU Award Agreement (Form of RSU Agreement for other Executive Officers).

10.40*† Tradeweb Markets Inc. Amendment to Prior Awards (Form of Amendment for Mr. Hult).

10.41*† Tradeweb Markets Inc. Amendment to Prior Awards (Form of Amendment for other Executive Officers).

10.42*† Tradeweb Markets Inc. Amended and Restated Executive Severance Policy, effective as of February 5, 2026.

10.43† Employment Offer Letter by and between Amy Clack and Tradeweb Markets LLC, dated as of May 9, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 30, 2025 (File No. 001-38860)).

19.1* Tradeweb Markets Inc. Securities Trading Policy, effective as of December 9 , 202 5 .

21.1* List of Subsidiaries of Tradeweb Markets Inc.

23.1* Consent of Deloitte & Touche LLP.

31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of Chief Financial Officer pursuant to Rule 13a‑14(a) or 15d‑14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Exhibit Number Description of Exhibit
32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1† Tradeweb Markets Inc. Omnibus Clawback Policy, effective as of October 2, 2023 (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on February 9, 2024 (File No. 001-38860)).

101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*    Filed herewith.
**    Furnished herewith.
†     Indicates a management contract or compensatory plan or arrangement.
+    Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).

ITEM 16. FORM 10-K SUMMARY.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRADEWEB MARKETS INC.

February 5, 2026 /s/ William Hult
By: William Hult
Chief Executive Officer

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date

/s/ William Hult
Chief Executive Officer (Principal Executive Officer) and Director
February 5, 2026
William Hult

 /s/ Sara Furber
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
February 5, 2026
Sara Furber

/s/ Jacques Aigrain
Director
February 5, 2026
Jacques Aigrain

 /s/ Balbir Bakhshi
Director
February 5, 2026
Balbir Bakhshi
/s/ Steven Berns
Director
February 5, 2026
Steven Berns
/s/ Scott C. Ganeles
Director
February 5, 2026
Scott C. Ganeles

/s/ Catherine Johnson
Director
February 5, 2026
Catherine Johnson

/s/ Paula B. Madoff
Director
February 5, 2026
Paula B. Madoff

/s/ Daniel Maguire
Director
February 5, 2026
Daniel Maguire

/s/ Lisa Opoku
Director
February 5, 2026
Lisa Opoku

/s/ Richard Repetto
Director
February 5, 2026
Richard Repetto

/s/ Rana Yared
Director
February 5, 2026
Rana Yared

170