FULLTEXT DEL 1 AV 2
10-Q – 2025-10-30 – tw-20250930.htm
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us-gaap:SubsequentEventMember 2025-10-30 2025-10-30 0001758730 tw:TWMLLCMember us-gaap:SubsequentEventMember 2025-10-30 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________________ FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38860 TRADEWEB MARKETS INC. (Exact name of registrant as specified in its charter) ___________________________________________ Delaware 83-2456358 (State of other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 245 Park Avenue New York , New York 10167 (Address of principal executive offices) (Zip Code) ( 646 ) 430-6000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.00001 TW Nasdaq Global Select Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No Class of Stock Shares Outstanding as of October 23, 2025 Class A Common Stock, par value $0.00001 per share 116,487,927 Class B Common Stock, par value $0.00001 per share 96,933,192 Class C Common Stock, par value $0.00001 per share 18,000,000 Class D Common Stock, par value $0.00001 per share 5,057,268 Table of Contents TRADEWEB MARKETS INC. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025 TABLE OF CONTENTS Page INTRODUCTORY NOTE 3 USE OF NON-GAAP FINANCIAL MEASURES 4 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 PART I — FINANCIAL INFORMATION Item 1. Financial Statements 8 Condensed Consolidated Statements of Financial Condition as of September 30, 2025 and December 31, 2024 8 Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024 9 Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024 10 Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2025 and 2024 11 Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 13 Notes to Condensed Consolidated Financial Statements 15 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 48 Item 3. Quantitative and Qualitative Disclosures about Market Risk 80 Item 4. Controls and Procedures 82 PART II — OTHER INFORMATION 83 Item 1. Legal Proceedings 83 Item 1A. Risk Factors 83 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 83 Item 3. Defaults Upon Senior Securities 83 Item 4. Mine Safety Disclosures 83 Item 5. Other Information 83 Item 6. Exhibits 84 Signatures 85 2 Table of Contents INTRODUCTORY NOTE The financial statements and other disclosures contained in this report include those of Tradeweb Markets Inc., which is the registrant, and those of its consolidating subsidiaries, including Tradeweb Markets LLC, which became the principal operating subsidiary of Tradeweb Markets Inc. on April 4, 2019 in a series of reorganization transactions (the “Reorganization Transactions”) that were completed in connection with Tradeweb Markets Inc.’s initial public offering (the “IPO”), which closed on April 8, 2019. As a result of the Reorganization Transactions completed in connection with the IPO, Tradeweb Markets Inc. became a holding company whose only material assets consist of its equity interest in Tradeweb Markets LLC and related deferred tax assets. As the sole manager of Tradeweb Markets LLC, Tradeweb Markets Inc. operates and controls all of the business and affairs of Tradeweb Markets LLC and, through Tradeweb Markets LLC and its subsidiaries, conducts its business. As a result of this control, and because Tradeweb Markets Inc. has a substantial financial interest in Tradeweb Markets LLC, Tradeweb Markets Inc. consolidates the financial results of Tradeweb Markets LLC and its subsidiaries. As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to: • “We,” “us,” “our,” the “Company,” “Tradeweb” and similar references refer: (i) on or prior to the completion of the Reorganization Transactions to Tradeweb Markets LLC, which we refer to as “TWM LLC,” and, unless otherwise stated or the context otherwise requires, all of its subsidiaries and any predecessor entities, and (ii) following the completion of the Reorganization Transactions to Tradeweb Markets Inc., and, unless otherwise stated or the context otherwise requires, its subsidiaries, including TWM LLC and all of its subsidiaries, and any predecessor entities. • “Bank Stockholders ” refer collectively to entities affiliated with the following clients: Barclays Capital Inc., BofA Securities, Inc. (a subsidiary of Bank of America Corporation), Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, RBS Securities Inc., UBS Securities LLC and Wells Fargo Securities, LLC, which, prior to the completion of the IPO, collectively held a 46% ownership interest in Tradeweb. Subsequent to August 2022, there were no LLC Interests (as defined below) held by Bank Stockholders. • “Continuing LLC Owners” refer collectively to (i) those Original LLC Owners (as defined below), including an indirect subsidiary of Refinitiv (as defined below), certain of the Bank Stockholders and members of management, that continued to own LLC Interests after the completion of the IPO and Reorganization Transactions and that received shares of our Class C common stock, shares of our 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 TWM LLC’s limited liability company agreement (the “TWM LLC Agreement”) and (iii) solely with respect to the Tax Receivable Agreement (as defined below), (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. • “Investor Group” refer to certain investment funds affiliated with The Blackstone Group Inc. (f/k/a The Blackstone Group L.P.), an affiliate of Canada Pension Plan Investment Board, an affiliate of GIC Special Investments Pte. Ltd. and certain co-investors, which prior to the LSEG Transaction (as defined below) collectively held indirectly a 55% ownership interest in Refinitiv. • “LLC Interests” refer to the single class of common mem bership interests of TWM LLC. LLC Interests, other than those held directly or indirectly by Tradeweb Markets Inc., are redeemable or exchangeable in accordance with the TWM LLC Agreement for shares of Class A common stock or Class B common stock, as the case may be, on a one-for-one basis. 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). • “LSEG Transaction” refer to the acquisition of the Refinitiv business by LSEG (as defined below), in an all share transaction, which closed on January 29, 2021. The Refinitiv business was rebranded by LSEG as LSEG Data & Analytics during the fourth quarter of 2023. • “LSEG” refer to London Stock Exchange Group plc, and unless otherwise stated or the context otherwise requires, all of its direct and indirect subsidiaries, including Refinitiv. 3 Table of Contents • “Original LLC Owners” refer to the owners of TWM LLC prior to the Reorganization Transactions. • “Refinitiv,” prior to the LSEG Transaction, refer to 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, refer 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 Tradeweb, and was controlled by the Investor Group prior to the LSEG Transaction. • “Refinitiv Transaction” refer to the transaction pursuant to which Refinitiv indirectly acquired on October 1, 2018 substantially all of the financial and risk business of Thomson Reuters and Thomson Reuters indirectly acquired a 45% ownership interest in Refinitiv. • “Thomson Reuters” or “TR” refer to Thomson Reuters Corporation, which prior to the LSEG Transaction indirectly held a 45% ownership interest in Refinitiv. Numerical figures included in this Quarterly Report on Form 10-Q have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them. In addition, we round certain percentages presented in this Quarterly Report on Form 10-Q to the nearest whole number. As a result, figures expressed as percentages in the text may not total 100% or, when aggregated, may not be the arithmetic aggregation of the percentages that precede them. USE OF NON-GAAP FINANCIAL MEASURES This Quarterly Report on Form 10-Q contains “non-GAAP financial measures,” which are financial measures that are not calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Securities and Exchange Commission (“SEC”) has adopted rules to regulate the use of non-GAAP financial measures in filings with the SEC and in other public disclosures. These rules govern the manner in which non-GAAP financial measures are publicly presented and require, among other things: • a presentation with equal or greater prominence of the most comparable financial measure or measures calculated and presented in accordance with GAAP; and • a statement disclosing the purposes for which the registrant’s management uses the non-GAAP financial measure. Specifically, we make use of the non-GAAP financial measures “Free Cash Flow,” “Adjusted EBITDA,” “Adjusted EBITDA margin,” “Adjusted EBIT,” “Adjusted EBIT margin,” “Adjusted Net Income” and “Adjusted Diluted EPS,” as well as the change in revenue, Adjusted EBITDA margin and Adjusted EBIT margin on a constant currency basis, in evaluating our historical results and future prospects. For the definition of Free Cash Flow and a reconciliation to cash flow from operating activities, its most directly comparable financial measure presented in accordance with GAAP, see Part I, Item 2. – “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non - GAAP Financial Measures.” For the definitions of Adjusted EBITDA, Adjusted EBIT and Adjusted Net Income and reconciliations to net income and net income attributable to Tradeweb Markets Inc., as applicable, their most directly comparable financial measures presented in accordance with GAAP, see Part I, Item 2. – “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.” For the definition of constant currency revenue change, see Part I, Item 2. – “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations.” Adjusted EBITDA margin and Adjusted EBIT margin are defined as Adjusted EBITDA and Adjusted EBIT, respectively, divided by revenue for the applicable period. For the definition of constant currency change in Adjusted EBITDA margin and Adjusted EBIT margin, see Part I, Item 2. – “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.” Adjusted Diluted EPS is defined as Adjusted Net Income divided by the diluted weighted average number of shares of Class A common stock and Class B common stock outstanding for the applicable period (including the effect of potentially dilutive securities determined using the treasury stock method), plus the weighted average number of other participating securities reflected in earnings per share using the two-class method, plus the assumed full exchange of all outstanding LLC Interests held by non-controlling interests for shares of Class A common stock or Class B common stock. We present Free Cash Flow because we believe it is a useful indicator of liquidity that provides information to management and investors about the amount of cash generated from our core operations after non-acquisition related expenditures for capitalized software development costs and furniture, equipment and leasehold improvements. 4 Table of Contents We present Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT and Adjusted EBIT margin because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management and our board of directors use Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT and Adjusted EBIT margin to assess our financial performance and believe they are helpful in highlighting trends in our core operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Further, our executive incentive compensation program is based in part on components of Adjusted EBITDA and Adjusted EBITDA margin. We use constant currency measures as supplemental metrics to evaluate our underlying performance between periods by removing the impact of foreign currency fluctuations. We believe that providing certain percentage changes on a constant currency basis provide useful comparisons of our performance and trends between periods. We use Adjusted Net Income and Adjusted Diluted EPS as supplemental metrics to evaluate our business performance in a way that also considers our ability to generate profit without the impact of certain items. Each of the normal recurring adjustments and other adjustments described in the definition of Adjusted Net Income helps to provide management with a measure of our operating performance over time by removing items that are not related to day-to-day operations or are non-cash expenses. Free Cash Flow, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted Net Income, Adjusted Diluted EPS and constant currency measures have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP. Some of these limitations include the following: • Free Cash Flow, Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income and Adjusted Diluted EPS do not reflect every expenditure, future requirements for capital expenditures or contractual commitments; • Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income and Adjusted Diluted EPS do not reflect changes in our working capital needs; • Adjusted EBITDA and Adjusted EBIT do not reflect any interest income or expense, or the amounts necessary to service interest or principal payments on any debt obligations; • Adjusted EBITDA and Adjusted EBIT do not reflect income tax expense, which is a necessary element of our costs and ability to operate; • although depreciation and amortization are eliminated in the calculation of Adjusted EBITDA, and the depreciation and amortization related to acquisitions and the Refinitiv Transaction are eliminated in the calculation of Adjusted EBIT, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA and Adjusted EBIT do not reflect any costs of such replacements; • Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income and Adjusted Diluted EPS do not reflect the noncash component of certain employee stock-based compensation expense and associated payroll taxes; • Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income and Adjusted Diluted EPS do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative, on a recurring basis, of our ongoing operations; • constant currency measures do not reflect the impact of foreign currency fluctuations; and • other companies in our industry may calculate Free Cash Flow, Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Diluted EPS, constant currency measures or similarly titled measures differently than we do, limiting their usefulness as comparative measures. We compensate for these limitations by relying primarily on our GAAP results and using Free Cash Flow, Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Diluted EPS and constant currency measures only as supplemental information. 5 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You can generally identify forward-looking statements by our use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “will” or “would,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about the markets in which we operate, including our expectations about market trends, our market opportunity and the growth of our various markets, our expansion into new markets, any pending or closed acquisitions or other strategic transactions, any potential tax savings we may realize as a result of our organizational structure, our dividend policy, our share repurchase program and our expectations, beliefs, plans, strategies, objectives, prospects or assumptions regarding future events, our performance or otherwise, contained in this Quarterly Report on Form 10-Q are forward-looking statements. We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors may cause our actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements, or could affect our stock price. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include: • changes in economic, political, social and market conditions and the impact of these changes on trading volumes; • our failure to compete successfully; • our failure to adapt our business effectively to keep pace with industry and technological changes; • consolidation and concentration in the financial services industry; • our dependence on dealer clients; • design defects, errors, failures or delays with our platforms or solutions; • our dependence on third parties for certain market data and certain key functions; • our ability to implement our business strategies profitably; • our ability to successfully integrate any acquisition or to realize benefits from any strategic alliances, partnerships, joint ventures or investments; • our inability to maintain and grow the capacity of our trading platforms, systems and infrastructure; • systems failures, interruptions, delays in services, cybersecurity incidents, catastrophic events and any resulting interruptions; • inadequate protection of our intellectual property; • extensive regulation of our industry; • our ability to retain the services of our senior management team; • limitations on operating our business and incurring additional indebtedness as a result of covenant restrictions under our $500.0 million senior unsecured revolving credit facility (the “2023 Revolving Credit Facility”) with Citibank, N.A., as administrative agent, and the other lenders party thereto; • our dependence on distributions from TWM LLC to fund our expected dividend payments and to pay our taxes and expenses, including payments under the tax receivable agreement (the “Tax Receivable Agreement”) entered into in connection with the IPO; • our ability to realize any benefit from our organizational structure; 6 Table of Contents • Refinitiv’s, and indirectly LSEG’s, control of us and our status as a controlled company; and • other risks and uncertainties, including those listed under Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”), filed with the SEC and in other filings we may make from time to time with the SEC. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q are not guarantees of future events or performance and future events, our actual results of operations, financial condition or liquidity, and the development of the industry and markets in which we operate, may differ materially from the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if future events, our results of operations, financial condition or liquidity, and events in the industry and markets in which we operate, are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, they may not be predictive of events, results or developments in future periods. Any forward-looking statement that we make in this Quarterly Report on Form 10-Q speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q. Investors and others should note that we announce material financial and operational information using our investor relations website, press releases, SEC filings and public conference calls and webcasts. Information about Tradeweb, our business and our results of operations may also be announced by posts on Tradeweb’s accounts on the following social media channels: Instagram, LinkedIn and X. The information that we post through these social media channels may be deemed material. As a result, we encourage investors, the media and others interested in Tradeweb to monitor these social media channels in addition to following our investor relations website, press releases, SEC filings and public conference calls and webcasts. These social media channels may be updated from time to time on our investor relations website. 7 Table of Contents PART I — FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Tradeweb Markets Inc. and Subsidiaries Condensed Consolidated Statements of Financial Condition (dollars in thousands, except per share amounts) (Unaudited) September 30, December 31, 2025 2024 Assets Cash and cash equivalents $ 1,907,922 $ 1,340,302 Restricted cash 1,000 1,000 Receivable from brokers and dealers and clearing organizations 91,640 67,805 Deposits with clearing organizations 64,936 54,702 Accounts receivable, net of allowance for credit losses of $ 298 and $ 447 at September 30, 2025 and December 31, 2024, respectively 271,241 222,268 Furniture, equipment, purchased software and leasehold improvements, net of accumulated depreciation and amortization 75,101 45,973 Lease right-of-use assets 121,821 33,550 Software development costs, net of accumulated amortization 278,009 296,721 Goodwill 3,150,112 3,150,112 Intangible assets, net of accumulated amortization 1,177,099 1,280,892 Receivable and due from affiliates 547 8,094 Deferred tax asset 641,404 659,203 Other assets 215,116 107,371 Total assets $ 7,995,948 $ 7,267,993 Liabilities and Equity Liabilities Payable to brokers and dealers and clearing organizations $ 79,662 $ 67,816 Accrued compensation 211,000 222,959 Deferred revenue 36,266 30,800 Accounts payable, accrued expenses and other liabilities 187,357 95,290 Lease liabilities 135,633 35,748 Payable and due to affiliates 15,598 763 Deferred tax liability 44,067 42,893 Tax receivable agreement liability 351,402 372,839 Total liabilities 1,060,985 869,108 Commitments and contingencies (Note 13) 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; 116,481,981 and 115,977,551 shares issued and outstanding as of September 30, 2025 and December 31, 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 September 30, 2025 and December 31, 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 September 30, 2025 and December 31, 2024, respectively — — Class D common stock, $ 0.00001 par value; 300,000,000 shares authorized; 5,057,268 and 5,073,538 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively — — Additional paid-in capital 4,865,172 4,813,408 Accumulated other comprehensive income (loss) 7,749 ( 9,981 ) Retained earnings 1,407,775 996,763 Total stockholders’ equity attributable to Tradeweb Markets Inc. 6,280,698 5,800,192 Non-controlling interests 654,265 598,693 Total equity 6,934,963 6,398,885 Total liabilities and equity $ 7,995,948 $ 7,267,993 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Table of Contents Tradeweb Markets Inc. and Subsidiaries Condensed Consolidated Statements of Income (dollars in thousands, except per share amounts) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Revenues Transaction fees and commissions $ 421,309 $ 373,493 $ 1,272,421 $ 1,039,419 Subscription fees 60,830 51,206 173,999 151,633 LSEG market data fees 20,534 20,512 70,028 61,593 Other 5,925 3,704 14,798 9,960 Total revenue 508,598 448,915 1,531,246 1,262,605 Expenses Employee compensation and benefits 164,993 160,161 511,563 440,484 Depreciation and amortization 64,351 57,872 190,098 157,145 Technology and communications 33,867 24,300 92,807 69,840 General and administrative 16,892 20,417 66,616 44,026 Professional fees 11,483 21,434 38,100 46,558 Occupancy 6,641 5,415 17,737 15,064 Total expenses 298,227 289,599 916,921 773,117 Operating income 210,371 159,316 614,325 489,488 Tax receivable agreement liability adjustment — ( 870 ) — ( 870 ) Interest income 20,348 16,663 49,169 59,234 Interest expense ( 522 ) ( 1,446 ) ( 1,538 ) ( 3,706 ) Other income (loss), net 39,420 10 56,306 10 Income before taxes 269,617 173,673 718,262 544,156 Provision for income taxes ( 59,068 ) ( 43,450 ) ( 163,886 ) ( 134,135 ) Net income 210,549 130,223 554,376 410,021 Less: Net income attributable to non-controlling interests 24,913 16,307 66,576 50,724 Net income attributable to Tradeweb Markets Inc. $ 185,636 $ 113,916 $ 487,800 $ 359,297 Earnings per share attributable to Tradeweb Markets Inc. Class A and B common stockholders: Basic $ 0.87 $ 0.53 $ 2.29 $ 1.69 Diluted $ 0.86 $ 0.53 $ 2.27 $ 1.67 Weighted average shares outstanding: Basic 213,359,090 213,206,193 213,263,111 213,026,732 Diluted 214,983,486 215,096,974 214,951,279 214,885,210 The accompanying notes are an integral part of these condensed consolidated financial statements. 9 Table of Contents Tradeweb Markets Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (dollars in thousands) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Net income $ 210,549 $ 130,223 $ 554,376 $ 410,021 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments, with no tax benefit for each of the three and nine months ended September 30, 2025 and 2024 ( 3,471 ) 10,014 12,743 7,211 Unrealized gain on available-for-sale debt security, net of tax expense of $ 1,521 and $ 2,320 for the three and nine months ended September 30, 2025 4,412 — 7,138 — Other comprehensive income (loss), net of tax 941 10,014 19,881 7,211 Comprehensive income 211,490 140,237 574,257 417,232 Less: Net income attributable to non-controlling interests 24,913 16,307 66,576 50,724 Less: Other comprehensive income (loss) attributable to non-controlling interests 223 979 2,150 704 Comprehensive income attributable to Tradeweb Markets Inc. $ 186,354 $ 122,951 $ 505,531 $ 365,804 The accompanying notes are an integral part of these condensed consolidated financial statements. 10 Table of Contents Tradeweb Markets Inc. and Subsidiaries Condensed Consolidated Statements of Changes in Equity (dollars in thousands, except per share amounts) (Unaudited) 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, 2024 $ 1 $ 1 $ — $ — $ 4,813,408 $ ( 9,981 ) $ 996,763 $ 598,693 $ 6,398,885 Tax receivable agreement liability and deferred taxes arising from LLC Interest ownership exchanges and the issuance of common stock from equity incentive plans — — — — 28,830 — — — 28,830 Adjustments to non-controlling interests — — — — 3,795 ( 1 ) — ( 3,794 ) — Distributions to non-controlling interests — — — — — — — ( 7,416 ) ( 7,416 ) Dividends ($ 0.12 per share) — — — — — — ( 25,573 ) — ( 25,573 ) Stock-based compensation expense — — — — 22,708 — — — 22,708 Payroll taxes paid for stock-based compensation — — — — ( 47,590 ) — — — ( 47,590 ) Net income — — — — — — 148,382 19,923 168,305 Other comprehensive income (loss) — — — — — 8,171 — 885 9,056 Balance at March 31, 2025 $ 1 $ 1 $ — $ — $ 4,821,151 $ ( 1,811 ) $ 1,119,572 $ 608,291 $ 6,547,205 Tax receivable agreement liability and deferred taxes arising from LLC Interest ownership exchanges and the issuance of common stock from equity incentive plans — — — — ( 3,352 ) — — — ( 3,352 ) Adjustments to non-controlling interests — — — — ( 2,544 ) — — 2,544 — Distributions to non-controlling interests — — — — — — — ( 5,112 ) ( 5,112 ) Dividends ($ 0.12 per share) — — — — — — ( 25,606 ) — ( 25,606 ) Stock-based compensation expense — — — — 27,779 — — — 27,779 Payroll taxes paid for stock-based compensation — — — — ( 44 ) — — — ( 44 ) Net income — — — — — — 153,782 21,740 175,522 Other comprehensive income (loss) — — — — — 8,842 — 1,042 9,884 Balance at June 30, 2025 $ 1 $ 1 $ — $ — $ 4,842,990 $ 7,031 $ 1,247,748 $ 628,505 $ 6,726,276 Tax receivable agreement liability and deferred taxes arising from LLC Interest ownership exchanges and the issuance of common stock from equity incentive plans — — — — ( 1,210 ) — — — ( 1,210 ) Adjustments to non-controlling interests — — — — ( 2,254 ) — — 2,254 — Distributions to non-controlling interests — — — — — — — ( 1,630 ) ( 1,630 ) Dividends ($ 0.12 per share) — — — — — ( 25,609 ) — ( 25,609 ) Stock-based compensation expense — — — — 26,865 — — — 26,865 Payroll taxes paid for stock-based compensation — — — — ( 1,219 ) — — — ( 1,219 ) Net income — — — — — — 185,636 24,913 210,549 Other comprehensive income (loss) — — — — — 718 — 223 941 Balance at September 30, 2025 $ 1 $ 1 $ — $ — $ 4,865,172 $ 7,749 $ 1,407,775 $ 654,265 $ 6,934,963 The accompanying notes are an integral part of these condensed consolidated financial statements. 11 Table of Contents Tradeweb Markets Inc. and Subsidiaries Condensed Consolidated Statements of Changes in Equity – (Continued) (dollars in thousands, except per share amounts) (Unaudited) 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, 2023 $ 1 $ 1 $ — $ — $ 4,738,758 $ ( 5,389 ) $ 640,384 $ 557,651 $ 5,931,406 Issuance of common stock from equity incentive plans — — — — 2,807 — — — 2,807 Issuance of common stock for business acquisition — — — — 36,692 — — — 36,692 Tax receivable agreement liability and deferred taxes arising from LLC Interest ownership exchanges and the issuance of common stock from equity incentive plans — — — — 18,358 — — — 18,358 Adjustments to non-controlling interests — — — — 1,333 ( 3 ) — ( 1,330 ) — Distributions to non-controlling interests — — — — — — — ( 6,095 ) ( 6,095 ) Dividends ($ 0.10 per share) — — — — — — ( 21,286 ) — ( 21,286 ) Stock-based compensation expense — — — — 16,959 — — — 16,959 Payroll taxes paid for stock-based compensation — — — — ( 43,832 ) — — — ( 43,832 ) Net income — — — — — — 126,142 17,240 143,382 Other comprehensive income (loss) — — — — — ( 2,132 ) — ( 232 ) ( 2,364 ) Balance at March 31, 2024 $ 1 $ 1 $ — $ — $ 4,771,075 $ ( 7,524 ) $ 745,240 $ 567,234 $ 6,076,027 Issuance of common stock from equity incentive plans — — — — 2,021 — — — 2,021 Tax receivable agreement liability and deferred taxes arising from LLC Interest ownership exchanges and the issuance of common stock from equity incentive plans — — — — 761 — — — 761 Adjustments to non-controlling interests — — — — ( 2,198 ) — — 2,198 — Distributions to non-controlling interests — — — — — — — ( 9,963 ) ( 9,963 ) Dividends ($ 0.10 per share) — — — — — — ( 21,321 ) — ( 21,321 ) Stock-based compensation expense — — — — 24,350 — — — 24,350 Payroll taxes paid for stock-based compensation — — — — ( 447 ) — — — ( 447 ) Net income — — — — — — 119,239 17,177 136,416 Other comprehensive income (loss) — — — — — ( 396 ) — ( 43 ) ( 439 ) Balance at June 30, 2024 $ 1 $ 1 $ — $ — $ 4,795,562 $ ( 7,920 ) $ 843,158 $ 576,603 $ 6,207,405 Issuance of common stock from equity incentive plans — — — — 1,915 — — — 1,915 Issuance of common stock for business acquisitions — — — — 3,333 — — — 3,333 Share repurchases pursuant to share repurchase programs — — — — — — ( 25,004 ) — ( 25,004 ) Tax receivable agreement liability and deferred taxes arising from LLC Interest ownership exchanges and the issuance of common stock from equity incentive plans — — — — ( 36,164 ) — — — ( 36,164 ) Adjustments to non-controlling interests — — — — ( 623 ) — — 623 — Distributions to non-controlling interests — — — — — — — ( 8,768 ) ( 8,768 ) Dividends ($ 0.10 per share) — — — — — — ( 21,320 ) — ( 21,320 ) Stock-based compensation expense — — — — 26,858 — — — 26,858 Payroll taxes paid for stock-based compensation — — — — ( 2,101 ) — — — ( 2,101 ) Net income — — — — — — 113,916 16,307 130,223 Other comprehensive income (loss) — — — — — 9,035 — 979 10,014 Balance at September 30, 2024 $ 1 $ 1 $ — $ — $ 4,788,780 $ 1,115 $ 910,750 $ 585,744 $ 6,286,391 The accompanying notes are an integral part of these condensed consolidated financial statements. 12 Table of Contents Tradeweb Markets Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (dollars in thousands) (Unaudited) Nine Months Ended September 30, 2025 2024 Cash flows from operating activities Net income $ 554,376 $ 410,021 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 190,098 157,145 Stock-based compensation expense 75,232 66,286 Deferred taxes 23,619 30,334 Tax receivable agreement liability adjustment — 870 Other (income) loss, net ( 56,306 ) ( 10 ) (Increase) decrease in operating assets: Receivable from/payable to brokers and dealers and clearing organizations, net ( 11,989 ) 17,650 Deposits with clearing organizations ( 10,002 ) ( 27,692 ) Accounts receivable ( 43,672 ) ( 65,548 ) Receivable and due from affiliates/payable and due to affiliates, net 22,081 62 Deferred tax asset as a result of transferable tax credit purchase 17,646 — Other assets ( 21,749 ) ( 1,757 ) Increase (decrease) in operating liabilities: Securities sold under agreements to repurchase — ( 21,612 ) Accrued compensation ( 14,946 ) 10,191 Deferred revenue 5,233 3,219 Accounts payable, accrued expenses and other liabilities 82,076 36,557 Net cash provided by operating activities 811,697 615,716 Cash flows from investing activities Cash paid for acquisitions, net of cash acquired — ( 860,407 ) Cash paid for investments ( 38,440 ) ( 11,585 ) Cash received from sale of digital assets 15,000 — Purchases of furniture, equipment, software and leasehold improvements ( 21,141 ) ( 15,729 ) Capitalized software development costs ( 47,144 ) ( 35,182 ) Net cash used in investing activities ( 91,725 ) ( 922,903 ) Cash flows from financing activities Share repurchases pursuant to share repurchase programs ( 844 ) ( 24,391 ) Proceeds from stock-based compensation exercises — 6,743 Dividends ( 76,788 ) ( 63,927 ) Distributions to non-controlling interests ( 14,158 ) ( 24,826 ) Payroll taxes paid for stock-based compensation ( 48,985 ) ( 46,558 ) Payments on tax receivable agreement liability ( 21,437 ) ( 76,956 ) Net cash used in financing activities ( 162,212 ) ( 229,915 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 9,860 4,368 Net increase (decrease) in cash, cash equivalents and restricted cash 567,620 ( 532,734 ) Cash, cash equivalents and restricted cash Beginning of period 1,341,302 1,707,468 End of period $ 1,908,922 $ 1,174,734 The accompanying notes are an integral part of these condensed consolidated financial statements. 13 Table of Contents Tradeweb Markets Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows - (Continued) (dollars in thousands) (Unaudited) Nine Months Ended September 30, 2025 2024 Supplemental disclosure of cash flow information Income taxes paid, net of (refunds) $ 43,517 $ 70,590 Cash paid for interest $ 2,118 $ 2,140 Non-cash investing and financing activities Issuance of common stock for business acquisitions $ — $ 40,025 Furniture, equipment, software and leasehold improvement additions included in accounts payable $ 10,189 $ 511 Leasehold improvements obtained in exchange for lease liabilities $ 11,374 $ — Unsettled share repurchases included in other liabilities $ — $ 613 Items arising from LLC Interest ownership changes: Establishment of liabilities under tax receivable agreement $ — $ — Deferred tax asset $ 24,268 $ ( 17,045 ) September 30, December 31, Reconciliation of cash, cash equivalents and restricted cash as shown on the statements of financial condition: 2025 2024 Cash and cash equivalents $ 1,907,922 $ 1,340,302 Restricted cash 1,000 1,000 Cash, cash equivalents and restricted cash shown in the statement of cash flows $ 1,908,922 $ 1,341,302 The accompanying notes are an integral part of these condensed consolidated financial statements. 14 Table of Contents Notes to Condensed Consolidated Financial Statements (Unaudited) Page Note 1 Organization 16 Note 2 Significant Accounting Policies 19 Note 3 Restricted Cash 26 Note 4 Acquisitions 27 Note 5 Revenue 28 Note 6 Income Taxes 30 Note 7 Tax Receivable Agreement 30 Note 8 Non-Controlling Interests 31 Note 9 Stockholders ’ Equity and Stock-Based Compensation Plans 31 Note 10 Related Party Transactions 34 Note 11 Fair Value of Financial Instruments and Other Assets 36 Note 12 Credit Risk 41 Note 13 Commitments and Contingencies 42 Note 14 Earnings Per Share 44 Note 15 Regulatory Capital Requirements 45 Note 16 Business Segment and Geographic Information 46 Note 17 Subsequent Events 47 15 Table of Contents Tradeweb Markets Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) 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 condensed consolidated financial statements. As of both September 30, 2025 and December 31, 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. 16 Table of Contents 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”), including an indirect subsidiary of Refinitiv, certain investment and commercial banks (collectively, the “Bank Stockholders”), and members of management, that continued 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 7 – 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. Effective on January 2, 2025, Dealerweb Inc. merged with and into Dealerweb LLC, with Dealerweb LLC being the surviving entity. • 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 Asia. • 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. 17 Table of Contents • 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, which is pending regulatory approval from the Reserve Bank of India as an Electronic Trading Platform for the trading of Indian Government Bonds and other local securities. • 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 to operate an Alternative Trading System. 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 September 30, 2025: • The public investors collectively owned 116,481,981 shares of Class A common stock, representing 10.1 % of the combined voting power of Tradeweb Markets Inc.’s issued and outstanding common stock and indirectly, through Tradeweb Markets Inc., owned 49.2 % of the economic interest in TWM LLC; • 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 89.8 % of the combined voting power of Tradeweb Markets Inc.’s issued and outstanding common stock and directly and indirectly, through Tradeweb Markets Inc., owned 50.7 % of the economic interest in TWM LLC; and • Other stockholders that continued to own LLC Interests also collectively owned 68,939 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 LLC. 18 Table of Contents In addition, the Company’s basic and diluted earnings per share calculations for the three and nine months ended September 30, 2025 were impacted by 159,088 and 165,713 , respectively, 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 calculations for the three and nine months ended September 30, 2025 also includes 1,624,396 and 1,688,168 , respectively, of weighted average shares resulting from the dilutive effect of its equity incentive plans. See Note 14 – Earnings Per Share for additional details. 2. Significant Accounting Policies The following is a summary of significant accounting policies: Basis of Presentation The condensed 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 condensed 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. These condensed consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The consolidated financial information as of December 31, 2024 has been derived from audited financial statements not included herein. These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) with respect to interim financial reporting and Form 10-Q. In accordance with such rules and regulations, certain disclosures that are normally included in annual financial statements have been omitted. These unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. 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 condensed 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 condensed consolidated financial statements. 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 condensed consolidated statements of income . 19 Table of Contents 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. Careful analysis of the financial condition of the Company’s counterparties is also performed. Additions to the allowance for credit losses are charged to credit loss expense, which is included in general and administrative expenses in the condensed 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 for available-for-sale debt securities. See Note 12 – 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 transactions executed on the Company’s wholesale 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 September 30, 2025 and December 31, 2024, accumulated depreciation related to furniture, equipment, purchased software and leasehold improvements totaled $ 94.1 million and $ 92.0 million, respectively. Depreciation expense for furniture, equipment, purchased software and leasehold improvements was $ 6.4 million and $ 5.6 million for the three months ended September 30, 2025 and 2024, respectively, and $ 18.5 million and $ 16.1 million for the nine months ended September 30, 2025 and 2024, respectively. 20 Table of Contents 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. As of September 30, 2025 and December 31, 2024, accumulated amortization related to software development costs totaled $ 363.1 million and $ 295.3 million, respectively. Amortization expense for software development costs was $ 23.3 million and $ 19.6 million for the three months ended September 30, 2025 and 2024, respectively, and $ 67.8 million and $ 51.2 million for the nine months ended September 30, 2025 and 2024, respectively. 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, 2024 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. As of September 30, 2025 and December 31, 2024, accumulated amortization related to intangible assets totaled $ 770.6 million and $ 666.8 million, respectively. Amortization expense for definite-lived intangible assets was $ 34.6 million and $ 32.6 million for the three months ended September 30, 2025 and 2024, respectively, and $ 103.8 million and $ 89.8 million for the nine months ended September 30, 2025 and 2024, respectively. 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 condensed 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 condensed 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 other assets on the condensed consolidated statements of financial condition. 21 Table of Contents Equity Investments When the Company does not have a controlling financial interest in an entity but is able to exercise significant influence over the equity’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 condensed 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 investments are included as a component of other assets on the condensed consolidated statements of financial condition. 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 number of Canton Coins earned for validation services 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 (occurring at regular 10 minute intervals throughout each day), in comparison to other network participants. 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 other assets on the condensed consolidated statements of financial condition and other revenue on the condensed consolidated statements of income. 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 condensed consolidated statements of income. The Company employs the first-in-first-out (“FIFO”) method on a per wallet basis to determine the cost basis of its Canton Coins for the computation of gains and losses on its disposal or sale. Realized gain (loss) on the disposal or sale of Canton Coins are included as a component of other income (loss), net in the condensed consolidated statements of income. 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 condensed consolidated statements of financial condition at the amounts of cash received. Receivables and payables arising from these agreements are not offset in the condensed 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 condensed consolidated statements of income. 22 Table of Contents Revenue Recognition The Company’s classification of revenues in the condensed consolidated statements of income represents revenues from contracts with customers disaggregated by type of revenue. See Note 5 – Revenue for additional details regarding revenue types and the Company’s policies regarding revenue recognition. 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 condensed consolidated statements of income within general and administrative expenses. The realized and unrealized gains/losses totaled a gain of $ 2.1 million and a loss of $ 0.9 million during the three months ended September 30, 2025 and 2024, respectively, and a gain of $ 4.7 million and a loss of $ 2.9 million during the nine months ended September 30, 2025 and 2024, respectively. Since the condensed 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. 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 condensed consolidated statements of income within general and administrative expenses and related cash flows are included in cash flows from operating activities. The Company does not use derivative instruments for trading or speculative purposes. Realized and unrealized gains/losses on foreign currency forward contracts totaled a loss of $ 1.8 million and a loss of $ 3.1 million during the three months ended September 30, 2025 and 2024, respectively and a loss of $ 22.6 million, and a gain of $ 3.8 million during the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, the counterparty o n 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 affiliates or payable and due to affiliates, respectively, on the accompanying condensed consolidated statements of financial condition. See Note 11 – 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. 23 Table of Contents The Company recognizes interest and penalties related to income taxes within the provision for income taxes in the condensed consolidated statements of income. Accrued interest and penalties are included within accounts payable, accrued expenses and other liabilities in the condensed consolidated statements of financial condition. 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 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 an impact on the Company’s condensed consolidated statements of financial condition, income and cash flows as of and for the three and nine months ended September 30, 2025 or 2024. 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 three and nine months ended September 30, 2025 or 2024. 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 an impact on the Company’s condensed consolidated statements of financial condition, income and cash flows as of and for the three and nine months ended September 30, 2025 or 2024. The Company continues to monitor developments related to the G7’s discussions on global tax reform and is awaiting legislative updates. 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 condensed consolidated statements of financial condition, income and cash flows as of and for the three and nine months ended September 30, 2025. The Company will continue to evaluate the implications of this legislation on future periods. 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 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. 24 Table of Contents 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 shareholders. 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 common shares 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 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. 25 Table of Contents Recent Accounting Pronouncements In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 noncash 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 noncash 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 is currently evaluating the impact of adopting ASU 2025-05 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 requires disaggregated information about a reporting entity’s effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025. 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 2023-09 on its consolidated financial statements. 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 September 30, 2025 and December 31, 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. 26 Table of Contents 4. Acquisitions 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. The r8fin Acquisition was not material to the Company's condensed consolidated financial statements and therefore pro forma and current period results of this acquisition have not been presented. 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 quarter ended September 30, 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. From the date of the ICD Acquisition through September 30, 2024, ICD revenues of $ 17.2 million and an operating loss of $ 0.3 million, including $ 7.3 million of depreciation and amortization from acquired assets, were included in the Company’s condensed consolidated statements of income for the three and nine months ended September 30, 2024. 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 are based upon currently available information 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. 27 Table of Contents The unaudited supplemental pro forma financial information for the three and nine months ended September 30, 2024 are as follows: Three Months Ended Nine Months Ended September 30, 2024 September 30, 2024 (dollars in thousands) Revenue $ 456,753 $ 1,317,022 Operating income $ 172,443 $ 500,663 Net income attributable to Tradeweb Markets Inc. $ 122,629 $ 365,832 5. 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. 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 clients’ 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, 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. 28 Table of Contents • 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. 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 three and nine months ended September 30, 2025 and 2024 is as follows: Three Months Ended Three Months Ended September 30, 2025 September 30, 2024 (dollars in thousands) (dollars in thousands) Variable Fixed Variable Fixed Revenues Transaction fees and commissions $ 372,380 $ 48,929 $ 337,732 $ 35,761 Subscription fees 452 60,378 410 50,796 LSEG market data fees — 20,534 — 20,512 Other 2,939 2,986 837 2,867 Total revenue $ 375,771 $ 132,827 $ 338,979 $ 109,936 Nine Months Ended Nine Months Ended September 30, 2025 September 30, 2024 (dollars in thousands) (dollars in thousands) Variable Fixed Variable Fixed Revenues Transaction fees and commissions $ 1,131,285 $ 141,136 $ 929,997 $ 109,422 Subscription fees 1,352 172,647 1,345 150,288 LSEG market data fees — 70,028 — 61,593 Other 6,006 8,792 1,581 8,379 Total revenue $ 1,138,643 $ 392,603 $ 932,923 $ 329,682 Deferred Revenue Fees received by the Company which are not yet earned are included in deferred revenue on the condensed 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 149,596 Revenue recognized ( 144,381 ) Effect of foreign currency exchange rate changes 251 Deferred revenue balance - September 30, 2025 $ 36,266 During the nine months ended September 30, 2025, the Company recognized into revenue $ 29.9 million in deferred revenue that was deferred as of December 31, 2024. During the nine months ended September 30, 2024, the Company recognized into revenue $ 25.1 million in deferred revenue that was deferred as of December 31, 2023. 29 Table of Contents 6. 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 will be 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 will also vary 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 Company’s effective tax rate for the three months ended September 30, 2025 and 2024 was approximately 21.9 % and 25.0 %, respectively. The effective tax rate for the three months ended September 30, 2025 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign taxes and the disallowance of compensation expense tax deductions, partially offset by the effect of non-controlling interests, the dividends received deduction and the Foreign-Derived Intangible Income (“FDII”) deduction. The effective tax rate for the three months ended September 30, 2024 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign taxes and the disallowance of compensation expense tax deductions, partially offset by the effect of non-controlling interests and the FDII deduction. The Company’s effective tax rate for the nine months ended September 30, 2025 and 2024 was approximately 22.8 % and 24.7 %, respectively. The effective tax rate for the nine months ended September 30, 2025 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign taxes and the disallowance of compensation expense tax deductions, partially offset by the effect of non-controlling interests, the dividends received deduction and the FDII deduction. The effective tax rate for the nine months ended September 30, 2024 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign taxes and the disallowance of compensation expense tax deductions, partially offset by the effect of non-controlling interests and the FDII deduction. 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 7 – Tax Receivable Agreement for further details. The tax benefit has been recognized in deferred tax assets on the condensed consolidated statements of financial condition. 7. 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 Corporation, 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. 30 Table of Contents 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 condensed consolidated statements of income in the period in which the change occurs. As of September 30, 2025 and December 31, 2024, the tax receivable agreement liability on the condensed consolidated statements of financial condition totaled $ 351.4 million and $ 372.8 million, respectively. During both the three and nine months ended September 30, 2025, no tax receivable agreement liability adjustment was recognized in the condensed consolidated statements of income. During both the three and nine months ended September 30, 2024, the Company recognized a tax receivable agreement liability adjustment of $ 0.9 million of expense in the condensed consolidated statements of income due to changes in the tax receivable agreement liability recorded in the condensed consolidated statement of financial condition as a result of changes in the mix of earnings in connection with the acquisition of ICD, which impacted the Company’s estimated future tax savings. 8. 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 condensed consolidated financial statements. The non-controlling interests balance reported on the condensed 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. The following table summarizes the ownership interest in Tradeweb Markets LLC: September 30, 2025 September 30, 2024 LLC Interests Ownership % LLC Interests Ownership % Number of LLC Interests held by Tradeweb Markets Inc. 213,373,468 90.2 % 213,119,161 90.2 % Number of LLC Interests held by non-controlling interests 23,057,268 9.8 % 23,073,738 9.8 % Total LLC Interests outstanding 236,430,736 100.0 % 236,192,899 100.0 % 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 Three Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024 (dollars in thousands) Net income attributable to Tradeweb Markets Inc. $ 185,636 $ 113,916 $ 487,800 $ 359,297 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 ( 2,254 ) ( 623 ) ( 1,003 ) ( 1,488 ) Net transfers (to) from non-controlling interests ( 2,254 ) ( 623 ) ( 1,003 ) ( 1,488 ) Change from net income attributable to Tradeweb Markets Inc. and transfers (to) from non-controlling interests $ 183,382 $ 113,293 $ 486,797 $ 357,809 9. Stockholders’ Equity and Stock-Based Compensation Plans The rights and privileges of the Company’s stockholders’ equity and LLC Interests are described in the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and there have been no changes to those rights and privileges during the nine months ended September 30, 2025. 31 Table of Contents Common Stock 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, 2024 115,977,551 96,933,192 18,000,000 5,073,538 235,984,281 Activities related to exchanges of LLC Interests 7,000 — — ( 7,000 ) — Issuance of common stock from equity incentive plans 454,830 — — — 454,830 Balance at March 31, 2025 116,439,381 96,933,192 18,000,000 5,066,538 236,439,111 Activities related to exchanges of LLC Interests 4,000 — — ( 4,000 ) — Issuance of common stock from equity incentive plans 10,303 — — — 10,303 Balance at June 30, 2025 116,453,684 96,933,192 18,000,000 5,062,538 236,449,414 Activities related to exchanges of LLC Interests 5,270 — — ( 5,270 ) — Issuance of common stock from equity incentive plans 23,027 — — — 23,027 Balance at September 30, 2025 116,481,981 96,933,192 18,000,000 5,057,268 236,472,441 Class A Class B Class C Class D Total Balance at December 31, 2023 115,090,787 96,933,192 18,000,000 5,077,973 235,101,952 Issuance of common stock from equity incentive plans 699,840 — — — 699,840 Issuance of common stock for business acquisition (1) 374,601 — — — 374,601 Balance at March 31, 2024 116,165,228 96,933,192 18,000,000 5,077,973 236,176,393 Activities related to exchanges of LLC Interests 1,000 — — ( 1,000 ) — Issuance of common stock from equity incentive plans 116,377 — — — 116,377 Balance at June 30, 2024 116,282,605 96,933,192 18,000,000 5,076,973 236,292,770 Activities related to exchanges of LLC Interests 3,235 — — ( 3,235 ) — Issuance of common stock from equity incentive plans 114,924 — — — 114,924 Issuance of common stock for business acquisition (2) 41,705 — — — 41,705 Share repurchases pursuant to share repurchase programs ( 214,795 ) — — — ( 214,795 ) Balance at September 30, 2024 116,227,674 96,933,192 18,000,000 5,073,738 236,234,604 (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 remain subject to a lock-up that restricts the sale, transfer or disposal of these shares for the two year period following the January 19, 2024 acquisition date of the r8fin 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. 32 Table of Contents 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. The Company refers to performance-based restricted stock units that vest based on the financial performance of the Company as “PRSUs” and performance-based restricted stock units that vest based on market conditions, such as total shareholder return, as “PSUs”. RSUs, PRSUs and PSUs each represent promises to issue actual 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. Stock options have a maximum contractual term of 10 years. During the three months ended September 30, 2025, the Company granted 6,838 RSUs at a weighted-average grant-date fair value per share of $ 126.75 . No PRSUs or PSUs were granted during the three months ended September 30, 2025. During the nine months ended September 30, 2025, the Company granted 384,870 RSUs, 147,733 PRSUs and 65,532 PSUs at a weighted-average grant-date fair value per share of $ 135.33 , $ 135.80 and $ 216.02 , respectively. RSU awards granted to employees will generally vest one-third each year over a three-year period, RSU awards granted to non-employee directors will generally vest after one year and RSAs vest at the end of a two-year period. 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. 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 PSUs granted in March 2025 and 2024 was estimated using the Monte Carlo simulation model and the significant valuation assumptions used in those models were as follows: March 17, 2025 PSU Grant March 15, 2024 PSU Grant Maturity (years) 2.8 2.8 Annualized Volatility 25.04 % 26.63 % Risk-Free Interest Rate 3.95 % 4.44 % A summary of the Company ’ s total stock-based compensation expense is presented below: Three Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024 (dollars in thousands) Total stock-based compensation expense $ 26,136 $ 26,168 $ 75,232 $ 66,286 The stock-based compensation expense above excludes $ 0.7 million and $ 0.6 million of stock-based compensation expense capitalized to software development costs during the three months ended September 30, 2025 and 2024, respectively, and $ 2.0 million and $ 1.8 million during the nine months ended September 30, 2025 and 2024, respectively. 33 Table of Contents Share Repurchase Program 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. There were no share repurchases during the three and nine months ended September 30, 2025. During the three and nine months ended September 30, 2024, the Company acquired a total of 214,795 shares of Class A common stock at an average price of $ 116.41 for purchases totaling $ 25.0 million. As of September 30, 2025, a total of $ 179.9 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 is recorded as a reduction to retained earnings. Other Share Repurchases During the three months ended September 30, 2025 and 2024, the Company withheld 8,630 and 18,797 shares, respectively, of Class A common stock from employee stock option, PRSU and RSU awards, at an average price per share of $ 141.05 and $ 111.79 , respectively, and an aggregate value of approximately $ 1.2 million and $ 2.1 million, respectively, based on the price of the Class A common stock on the date the relevant withholding occurred. During the nine months ended September 30, 2025 and 2024, the Company withheld 355,158 and 474,123 shares, respectively, of Class A common stock from employee stock option, PRSU and RSU awards, at an average price per share of $ 137.55 and $ 97.82 , respectively, and an aggregate value of $ 48.9 million and $ 46.4 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 programs discussed above. 10. Related Party Transactions The Company enters into transactions with its affiliates from time to time which are considered to be related party transactions. As of September 30, 2025 and December 31, 2024, the following balances relating to transactions with related parties were included in the condensed consolidated statements of financial condition in the following line items: September 30, December 31, 2025 2024 (dollars in thousands) Accounts receivable $ 52 $ 786 Receivable and due from affiliates 547 8,094 Other assets (1) 5,266 7 Accounts payable, accrued expenses and other liabilities — 1,469 Deferred revenue 6,400 6,459 Payable and due to affiliates 15,598 763 (1) As of September 30, 2025, other assets includes a $ 5.0 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. 34 Table of Contents The following amounts relating to transactions with related parties were included in the condensed consolidated statements of income in the following line items: Three Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024 (dollars in thousands) Revenue: Subscription fees $ 224 $ 333 $ 789 $ 908 LSEG market data fees (1) 20,534 20,512 70,028 61,593 Other fees 155 160 458 520 Expenses: (2) Technology and communications 4,293 1,567 8,317 4,695 General and administrative 2 3 7 8 Professional fees 82 15 363 80 Occupancy 20 13 59 52 (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. 35 Table of Contents 11. 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 condensed consolidated statements of financial condition as of September 30, 2025 and December 31, 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 (dollars in thousands) As of September 30, 2025 Assets Cash equivalents – Money market funds and other highly liquid investments $ 1,660,643 $ — $ — $ 1,660,643 Other assets – Digital assets – Canton Coins — — 55,759 55,759 Other assets – Investment in available for sale debt securities — — 20,197 20,197 Total assets measured at fair value $ 1,660,643 $ — $ 75,956 $ 1,736,599 Liabilities Payable and due to affiliates – Foreign exchange derivative contracts $ — $ 11,633 $ — $ 11,633 Total liabilities measured at fair value $ — $ 11,633 $ — $ 11,633 As of December 31, 2024 Assets Cash equivalents – Money market funds and other highly liquid investments $ 1,117,133 $ — $ — $ 1,117,133 Receivable and due from affiliates – Foreign exchange derivative contracts — 7,844 — 7,844 Other assets – Digital assets – Canton Coins — — 852 852 Other assets – Investment in available for sale debt securities — — 10,354 10,354 Total assets measured at fair value $ 1,117,133 $ 7,844 $ 11,206 $ 1,136,183 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. 36 Table of Contents 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 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. The convertible note is accounted for as an available-for-sale debt security and the convertible note and accrued interest is included within other assets on the accompanying condensed consolidated statements of financial condition at a fair va lue of $ 20.2 million and $ 10.4 million as o f September 30, 2025 and December 31, 2024, respectively . The convertible note, including accrued interest, had an amortized cost basis of $ 10.7 million and $ 10.4 million as of September 30, 2025 and December 31, 2024, respectively . There were no credit losses recorded on the convertible note during the three and nine months ended September 30, 2025. During the three and nine months ended September 30, 2025, t here wer e $ 5.9 million and $ 9.5 million of unrealized gains, respectively, recorded as a component of other comprehensive income related to an increase in fair value of the convertible note during the periods. There were no fair value adjustments or credit losses recorded on the convertible note during the three and nine months ended September 30, 2024 . The 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 methods used to estimate the fair value of the convertible note were a discounted cash flow analysis and 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 15 %. Significant increases or decreases in the discount rate would have resulted in a significantly lower or higher fair value measurement. Digital Assets - Canton Coins 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. Beginning in the third quarter of 2024, the Company earned 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 three and nine months ended September 30, 2025, the Company recognized $ 2.3 million and $ 4.4 million, respectively, in other revenue relating to Canton Coins earned in exchange for providing services as a Super Validator and Validator. During both the three and nine months ended September 30, 2024, the Company recognized $ 0.4 million in other revenue relating to Canton Coins earned in exchange for providing services as a Super Validator and Validator. As of September 30, 2025, Canton Coins may only be transferred to other approved participants on the Canton Network and there is no public market for Canton Coins. The following table presents the Company’s Canton Coin holdings as of September 30, 2025 and December 31, 2024 : September 30, 2025 December 31, 2024 Quantity of Coins Cost Basis Fair Value Quantity of Coins Cost Basis Fair Value (dollars in thousands) Canton Coins 1.7 billion $ 4,962 $ 55,759 1.2 billion $ 666 $ 852 The Company’s Canton Coin holdings are classified within level 3 of the fair value hierarchy because the valuation requires assumptions that are both significant and unob servable. The Company utilized the assistance of a third-party valuation specialist to determine the fair value of its Canton Coins. Because of the lack of a public market, the fair value 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. The Company’s valuation of its Canton Coins is highly subjective. As the Company held 1.7 billion and 1.2 billion Canton Coins as of September 30, 2025 and December 31, 2024 , respectively, a significant increase or decrease in either the estimated development costs or market price, the weighting of the development cost versus the market approaches, or the discount for lack of marketability applied could have resulted in a significant change to the fair value measurement. 37 Table of Contents Level 3 Roll Forward The table below presents a summary of the changes in fair value for level 3 assets during the three and nine months ended September 30, 2025 and 2024 : Three Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024 (dollars in thousands) Investment in Available for Sale Debt Securities Beginning balance $ 14,132 $ 10,102 $ 10,354 $ — Additions 132 126 385 10,228 Dispositions — — — — Total realized and unrealized gains included in other comprehensive income (loss) 5,933 — 9,458 — Ending balance $ 20,197 $ 10,228 $ 20,197 $ 10,228 Digital Assets Beginning balance $ 25,196 $ — $ 852 $ — Additions 2,314 382 4,372 382 Dispositions ( 15,000 ) — ( 15,000 ) — Total realized and unrealized gains included in other income (loss), net 43,249 10 65,535 10 Ending balance $ 55,759 $ 392 $ 55,759 $ 392 During the three and nine months ended September 30, 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 condensed consolidated statements of income. There were no material realized gains or realized losses recorded on the disposition of digital assets during the three or nine months ended September 30, 2024. During the three and nine months ended September 30, 2025, the Company recognized unrealized gains relating to level 3 assets held at September 30, 2025 totaling $ 29.8 million and $ 50.6 million, respectively, included as a component of other income (loss), net on the accompanying condensed consolidated statements of income and $ 5.9 million and $ 9.5 million, respectively, included as a component of other comprehensive income on the accompanying condensed consolidated statements of comprehensive income. During both the three and nine months ended September 30, 2024, the Company recognized $ 10,000 in unrealized gains relating to level 3 assets held at September 30, 2024, included as a component of other income (loss), net on the accompanying condensed 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 September 30, 2025 and December 31, 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 affiliates or payable and due to affiliates, respectively, on the accompanying condensed consolidated statements of financial condition. 38 Table of Contents The following table summarizes the aggregate U.S. dollar equivalent notional amount of the Company ’ s foreign exchange derivative contracts not designated as hedges for accounting purposes: September 30, December 31, 2025 2024 (dollars in thousands) Foreign currency forward contracts – Gross notional amount $ 328,276 $ 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 condensed consolidated statements of income. The total realized and unrealized gains (losses) on foreign exchange derivative contracts recorded within the condensed consolidated statements of income are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024 (dollars in thousands) Foreign currency forward contracts not designated in accounting hedge relationship – General and administrative (expenses)/income $ ( 1,815 ) $ ( 3,139 ) $ ( 22,623 ) $ 3,772 39 Table of Contents