10-Q – 2025-10-30 – tw-20250930.htm

Financial Instruments Not Measured at Fair Value
The Company’s financial instruments not 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:

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

As of September 30, 2025 (dollars in thousands)
Assets
Cash and restricted cash $ 248,279   $ 248,279   $ —   $ —   $ 248,279  
Receivable from brokers and dealers and clearing organizations 91,640   —   91,640   —   91,640  
Deposits with clearing organizations 64,936   64,936   —   —   64,936  
Accounts receivable 271,241   —   271,241   —   271,241  
Other assets – Memberships in clearing organizations
3,125   —   —   3,125   3,125  
Total $ 679,221   $ 313,215   $ 362,881   $ 3,125   $ 679,221  

Liabilities

Payable to brokers and dealers and clearing organizations $ 79,662   $ —   $ 79,662   $ —   $ 79,662  
Total $ 79,662   $ —   $ 79,662   $ —   $ 79,662  

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

Liabilities

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

The carrying value of financial instruments not measured at fair value classified within level 1 or level 2 of the fair value hierarchy approximates fair value because of the relatively short term nature of the underlying assets or liabilities. The memberships in clearing organizations, which are included in other assets on the condensed consolidated statements of financial condition, are classified within level 3 of the fair value hierarchy because the valuation requires assumptions that are both significant and unobservable.
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Non-Recurring Fair Value Measurements
The Company measures certain assets and liabilities at fair value on a non-recurring basis, such as assets acquired in a business combination, intangible assets, equity method investments and equity investments without readily determinable fair values for which the measurement alternative has been elected.
Included in other assets on the condensed consolidated statements of financial condition is an equity method investment of $ 5.0 million and no ne as of September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025, the Company also had $ 5.0  million in unfunded capital commitment related to its equity method investment.
Included in other assets on the condensed consolidated statements of financial condition are minority equity investments in various companies without readily determinable fair values of $ 42.0 million and $ 17.8 million as of September 30, 2025 and December 31, 2024, respectively. The Company’s equity investments are subject to general contractual sale restrictions that prohibit the transfer or sale of the investment without prior consent of the investee and/or other investors.
During the three and nine months ended September 30, 2025, the Company recorded impairments totaling $ 3.8 million and $ 9.2 million, respectively, on its minority equity investments, as the investments’ carrying amounts exceeded their fair value. The investment impairments are included in other income (loss) in the condensed consolidated statements of income. Of these, impairments of $ 3.3 million and $ 5.4 million were recorded during the nine months ended September 30, 2025 based on the respective investment’s fair value as of September 30, 2025 and June 30, 2025, respectively, determined using a discounted cash flow model, utilizing primarily Level 3 inputs. Significant unobservable inputs for these investments included discount rates ranging from 13.5 % to 25.0 % (weighted average: 16.9 %) and perpetual growth rates ranging from 2.0 % to 3.0 % (weighted average: 2.3 %), weighted based on the relative fair value of the investment. In September 2025, the Company also determined one of its investments was not likely recoverable and the investment balance was reduced to zero , resulting in the additional $ 0.5 million impairment recorded during the three and nine months ended September 30, 2025. There were no impairments recorded on minority equity investments during the three and nine months ended September 30, 2024.

12.     Credit Risk
Cash and cash equivalents includes cash and highly liquid investments held by a limited number of global financial institutions, including cash amounts in excess of federally insured limits. To mitigate this concentration of credit risk, the Company invests through high-credit-quality financial institutions, monitors the concentration of credit exposure of investments with any single obligor and diversifies as determined appropriate.
In the normal course of business the Company, as agent, executes transactions with, and on behalf of, other brokers and dealers. If the agency transactions do not settle because of failure to perform by either counterparty, the Company will recognize a receivable from (and a matching payable to) brokers and dealers and clearing organizations for the proceeds from the unsettled transaction, until the failed transaction settles. The Company may be obligated to discharge the obligation of the non-performing party and, as a result, may incur a loss if the market value of the security is different from the contract amount of the transaction. However, from time to time, the Company enters into repurchase and/or reverse repurchase agreements to facilitate the clearance of securities relating to fails to deliver or receive. The Company seeks to manage credit exposure related to these agreements to repurchase (or reverse repurchase), including the risk related to a decline in market value of collateral (pledged or received), by entering into agreements to repurchase with overnight or short-term maturity dates and only entering into repurchase transactions with netting members of the Fixed Income Clearing Corporation (“FICC”). The FICC operates a continuous net settlement system, whereby as trades are submitted and compared, the FICC becomes the counterparty.
The Company self-clears U.S. Treasury trades executed by non-FICC members on the Company’s wholesale trading platform. The number of self-cleared trades that settle over the fed wire, instead of FICC clearing, may impact the number of U.S. Treasury failed settlement transactions. As of September 30, 2025, the Company recorded a $ 91.6  million receivable and a $ 79.7  million payable from/to brokers and dealers and clearing organizations related to failed settlement transactions and the Company self-funded the remaining $ 12.0  million difference between the fail to deliver and fail to receive. All of the above failed settlement transactions outstanding as of September 30, 2025 were fully settled during October 2025.
Additionally, in the normal course of business, the Company, as an introducing broker, executes transactions on behalf of or with clients of the Company, which are cleared by a clearing broker. As between the Company and the clearing broker, the Company is responsible for losses that may result from the clearing broker’s rejection, reversal or cancellation of a transaction. If there are temporary errors or delays in the processing or settlement of transactions, the clearing broker may require, usually with two business days notice, that the Company provide cash deposits until the errors are resolved.
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A substantial number of the Company’s transactions are collateralized and executed with, and on behalf of, a limited number of broker-dealers. The Company’s exposure to credit risk associated with the nonperformance of these clients in fulfilling their contractual obligations pursuant to securities transactions can be directly impacted by volatile trading markets which may impair the clients’ ability to satisfy their obligations to the Company.
The Company does not expect nonperformance by counterparties in the above situations. However, the Company’s policy is to monitor its market exposure and counterparty risk. In addition, the Company has a policy of reviewing, as considered necessary, the credit standing of each counterparty with which it conducts business.
Allowance for Credit Losses
The Company may be exposed to credit risk regarding its receivables, which are primarily receivables from financial institutions, including investment managers and broker-dealers. The Company maintains an allowance for credit losses based upon an estimate of the amount of potential credit losses in existing accounts receivable, as determined from a review of aging schedules, past due balances, historical collection experience and other specific account data. Careful analysis of the financial condition of the Company’s counterparties is also performed.
Account balances are pooled based on the following risk characteristics:
• Geographic location
• Transaction fee type (billing type)
• Legal entity
An allowance for credit losses is also recognized for any credit impairment for available-for-sale debt securities. There was no allowance for credit losses recorded on available-for-sale debt securities as of September 30, 2025 and December 31, 2024 and there were no credit losses on available-for-sale debt securities recognized during each of the three and nine months ended September 30, 2025 and 2024.
Write-Offs
Once determined uncollectible, aged balances are written off against the allowance for credit losses. This determination is based on careful analysis of individual receivables and aging schedules, which are disaggregated based on the risk characteristics described above. Based on current policy, this generally occurs when the receivable is 360 days past due.
As of September 30, 2025 and December 31, 2024, the Company maintained an allowance for credit losses with regard to its receivables of $ 0.3 million and $ 0.4 million, respectively. For the three months ended September 30, 2025 and 2024, credit loss expense was $ 3,000 and $ 43,000 , respectively. For the nine months ended September 30, 2025 and 2024, recoveries resulted in a reversal of credit loss expense totaling $ 161,000 and $ 28,000 , respectively.

13.     Commitments and Contingencies
From time to time, the Company is subject to various claims, lawsuits and other legal proceedings, including reviews, investigations and proceedings by governmental and self-regulatory agencies regarding its business. While the ultimate resolution of these matters cannot presently be determined, the Company does not believe that, taking into account any applicable insurance coverage, any of the pending legal proceedings could reasonably be expected to have a material adverse effect on its business, financial condition or results of operations.
In the normal course of business, the Company enters into agreements with its clients which provide the clients with indemnification rights, including in the event that the electronic marketplaces of the Company infringe upon the intellectual property or other proprietary right of a third party. The Company’s exposure under these agreements is unknown as this would involve estimating future claims against the Company which have not yet occurred. However, based on its experience, the Company expects the risk of a material loss to be remote.
Although the 2017 antitrust claims against the Company relating to interest rate swaps were dismissed , the claims brought by certain swap execution facilities against the remaining defendant financial institutions continues and could still be appealed as to the Company.
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The Company records its best estimate of a loss, including estimated defense costs, when the loss is considered probable and the amount of such loss can be reasonably estimated. Based on its experience, the Company believes that the amount of damages claimed in a legal proceeding is not a meaningful indicator of the potential liability. At this time, the Company cannot reasonably predict the timing or outcomes of, or estimate the amount of loss, or range of loss, if any, related to its pending legal proceedings, and therefore does not have any contingency reserves established for any of these matters.
Revolving Credit Facility
On November 21, 2023, the Company entered into a five year , $ 500.0  million unsecured revolving credit facility (the “2023 Revolving Credit Facility”) with a syndicate of banks, which replaced its $ 500.0  million secured credit facility entered into on April 8, 2019.
The 2023 Revolving Credit Facility provides borrowing capacity to be used to fund ongoing working capital needs, letters of credit and for general corporate purposes, including potential future acquisitions and expansions. Subject to the satisfaction of certain conditions, the Company is able to increase the 2023 Revolving Credit Facility by $ 250.0  million with the consent of the lenders participating in the increase. Borrowings under the 2023 Revolving Credit Facility may be, at the option of the Company, in U.S. dollars, Euros or Sterling. The 2023 Revolving Credit Facility also provides for the issuance of up to $ 5.0  million of letters of credit as well as borrowings on same-day notice, referred to as swingline loans, in an amount of up to $ 50.0  million. The 2023 Revolving Credit Facility will mature on November 21, 2028.
Borrowings under the 2023 Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) a base rate equal to the greatest of (i) the administrative agent’s prime rate, (ii) the federal funds effective rate plus ½ of 1.00% and (iii) one month Term SOFR plus 1.00 % plus a credit adjustment spread of 0.10 %, in each case plus a margin based on the Company’s consolidated net leverage ratio ranging from 0.25 % to 0.75 %, or (b) a rate equal to (i) in the case of borrowings in U.S. dollars, Term SOFR plus a credit adjustment spread of 0.10 %, subject to a 0.00 % floor, (ii) in the case of borrowings in Sterling, SONIA subject to a 0.00 % floor, and (iii) in the case of borrowings in Euros, EURIBOR, subject to a 0.00 % floor, in each case plus a margin based on the Company’s consolidated net leverage ratio ranging from 1.25 % to 1.75 %. The agreement that governs the 2023 Revolving Credit Facility also includes a commitment fee of 0.25 % for available but unborrowed amounts and other administrative fees that are payable quarterly. Financial covenant requirements include maintaining minimum ratios related to interest coverage and leverage.
As of both September 30, 2025 and December 31, 2024, there were $ 0.5 million in letters of credit issued and no borrowings outstanding under the 2023 Revolving Credit Facility.
Leases
The Company has operating leases for corporate offices and data centers with initial lease terms ranging from one to 16 years.

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

Amount
(dollars in thousands)
Reminder of 2025 3,150  
2026 16,958  
2027 20,791  
2028 14,450  
2029 13,264  
Thereafter 124,140  
Total future lease payments 192,753  
Less imputed interest ( 57,120 )
Lease liability $ 135,633  

14.     Earnings Per Share
The following table summarizes the calculations of basic and diluted earnings per share of Class A and Class B common stock for Tradeweb Markets Inc.:

Three Months Ended Nine Months Ended
September 30, September 30,
2025 2024 2025 2024

(dollars in thousands, except per share amounts)
Numerator:
Net income attributable to Tradeweb Markets Inc. $ 185,636   $ 113,916   $ 487,800   $ 359,297  
Less: Distributed and undistributed earnings allocated to participating securities (1)
( 138 ) ( 68 ) ( 379 ) ( 231 )
Net income attributable to outstanding shares of Class A and Class B common stock - Basic and Diluted $ 185,498   $ 113,848   $ 487,421   $ 359,066  

Denominator:
Weighted average shares of Class A and Class B common stock outstanding - Basic 213,359,090   213,206,193   213,263,111   213,026,732  
Dilutive effect of PRSUs 467,912   625,822   451,111   564,996  
Dilutive effect of options 288,067   363,623   290,111   470,816  
Dilutive effect of RSUs and RSAs 353,785   405,562   412,545   367,375  
Dilutive effect of PSUs 514,632   495,774   534,401   455,291  
Weighted average shares of Class A and Class B common stock outstanding - Diluted 214,983,486   215,096,974   214,951,279   214,885,210  

Earnings per share - Basic $ 0.87   $ 0.53   $ 2.29   $ 1.69  
Earnings per share - Diluted $ 0.86   $ 0.53   $ 2.27   $ 1.67  

(1) During the three months ended September 30, 2025 and 2024, there was a total of 159,088 and 126,903 , respectively, and during the nine months ended September 30, 2025 and 2024, there was a total of 165,713 and 137,252 , respectively, weighted average unvested or unsettled vested stock awards that were considered a participating security for purposes of calculating earnings per share in accordance with the two-class method.
LLC Interests held by Continuing LLC Owners are redeemable in accordance with the TWM LLC Agreement, at the election of such holders, for shares of Class A or Class B common stock, as applicable, of Tradeweb Markets Inc. The potential dilutive effect of LLC Interests held by Continuing LLC Owners are evaluated under the if-converted method. The potential dilutive effect of PRSUs, shares underlying options, RSUs, RSAs and PSUs are evaluated under the treasury stock method.
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The following table summarizes the PRSUs, shares underlying options, RSUs, RSAs, PSUs and weighted-average LLC Interests held by Continuing LLC Owners that were anti-dilutive for the periods indicated. As a result, these shares, which were outstanding, were excluded from the computation of diluted earnings per share for the periods indicated:

Three Months Ended Nine Months Ended
September 30, September 30,
2025 2024 2025 2024

Anti-dilutive Shares:
PRSUs —   —   —   —  
Options —   —   —   —  
RSUs and RSAs 197,101   10,217   4,361   10,217  
PSUs —   —   —   —  
LLC Interests 23,062,320   23,076,235   23,065,139   23,077,298  

Shares of Class C and Class D common stock do not have economic rights in Tradeweb Markets Inc. and, therefore, are not included in the calculation of basic earnings per share and are not participating securities for purposes of the computation of diluted earnings per share.

15.     Regulatory Capital Requirements
TWL, DW, TWD and ICDLC are subject to the Uniform Net Capital Rule 15c3-1 under the Exchange Act and certain of the Company's foreign subsidiaries are subject to financial resource requirements from their local regulators. At September 30, 2025 and December 31, 2024, the regulatory capital requirements and regulatory capital for these entities are as follows:

September 30, 2025 December 31, 2024
Regulatory Capital Regulatory Capital Requirement Excess Regulatory Capital Regulatory Capital Regulatory Capital Requirement Excess Regulatory Capital

(dollars in thousands)
TWL $ 62,265   $ 4,136   $ 58,129   $ 63,532   $ 3,646   $ 59,886  
DW 241,390   2,648   238,742   204,134   4,359   199,775  
TWD 56,015   1,168   54,847   52,808   1,208   51,600  
TEL 94,159   33,039   61,120   56,152   32,499   23,653  
TWJ 10,641   3,226   7,415   3,589   2,841   748  
TWEU 12,918   7,007   5,911   8,073   6,838   1,235  
TESL 6,859   1,172   5,687   5,755   942   4,813  
TESBV 8,500   4,015   4,485   1,591   1,377   214  
YB 7,914   —   7,914   11,677   —   11,677  
TDIFC 395   30   365   250   30   220  
ICDLC 8,973   668   8,305   20,845   594   20,251  
ICDLT 7,958   4,197   3,761   6,504   2,997   3,507  
ICDEU —   —   —   523   150   373  
TWSA 982   63   919   —   —   —  

As SEFs, TW SEF and DW SEF are required to maintain adequate financial resources and liquid financial assets in accordance with CFTC regulations. The required and maintained financial resources and liquid financial assets at September 30, 2025 and December 31, 2024 are as follows:

September 30, 2025 December 31, 2024
Financial Resources Required Financial Resources Excess Financial Resources Financial Resources Required Financial Resources Excess Financial Resources

(dollars in thousands)
TW SEF $ 70,328   $ 17,500   $ 52,828   $ 50,974   $ 16,500   $ 34,474  
DW SEF 14,562   8,512   6,050   14,083   9,062   5,021  

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September 30, 2025 December 31, 2024
Liquid Financial Assets Required Liquid Financial Assets Excess Liquid Financial Assets Liquid Financial Assets Required Liquid Financial Assets Excess Liquid Financial Assets

(dollars in thousands)
TW SEF $ 30,912   $ 4,375   $ 26,537   $ 28,163   $ 4,125   $ 24,038  
DW SEF 9,104   2,128   6,976   9,956   2,266   7,690  

16.     Business Segment and Geographic Information

The Company operates electronic marketplaces for the trading of products across the rates, credit, equities and money markets asset classes and provides related pre-trade and post-trade services. Through its electronic marketplaces, the Company facilitates trading by clients across the institutional, wholesale, retail and corporates client sectors and builds comprehensive market data sets that it is able to separately sell to clients, primarily LSEG, as incremental market data revenue. Because of the highly integrated nature of these marketplaces and services and the global financial markets in which the Company competes, the Chief Operating Decision Maker (the “CODM”) reviews financial information on a global consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined it operates as one operating segment and one reportable segment.
Consolidated net income is the measure of segment profit most consistent with U.S. GAAP that is regularly reviewed by the CODM to allocate resources and assess performance. Significant expense categories included in consolidated net income that are regularly provided to the CODM include employee compensation and benefits, technology and communications, general and administrative, professional fees and occupancy, each as presented on the accompanying condensed consolidated statements of income.
Information regarding revenue from external clients by client sector, significant segment expenses and consolidated net income is as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
2025 2024 2025 2024

(dollars in thousands)
Revenues
Institutional $ 317,148   $ 266,681   $ 947,162   $ 759,599  
Wholesale 99,365   99,511   302,894   290,994  
Retail 38,025   35,770   111,504   106,810  
Corporates 23,243   17,193   69,745   17,193  
Market Data 30,817   29,760   99,941   88,009  
Total revenue 508,598   448,915   1,531,246   1,262,605  
Less:
Employee compensation and benefits 164,993   160,161   511,563   440,484  
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  
Other segment items (1)
64,173   86,965   250,047   236,612  
Net income $ 210,549   $ 130,223   $ 554,376   $ 410,021  

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

Three Months Ended Nine Months Ended
September 30, September 30,
2025 2024 2025 2024

(dollars in thousands)
Revenues
U.S. $ 297,435   $ 279,705   $ 893,119   $ 785,947  
International 211,163   169,210   638,127   476,658  
Total revenue $ 508,598   $ 448,915   $ 1,531,246   $ 1,262,605  

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

September 30, December 31,
2025 2024

(dollars in thousands)
Long-lived assets
U.S. $ 4,771,324   $ 4,777,770  
International 30,818   29,478  
Total $ 4,802,142   $ 4,807,248  

17.     Subsequent Events
On October 30, 2025, the board of directors of Tradeweb Markets Inc. declared a cash dividend of $ 0.12 per share of Class A common stock and Class B common stock for the fourth quarter of 2025. This dividend will be payable on December 15, 2025 to stockholders of record as of December 1, 2025.
On October 30, 2025, Tradeweb Markets Inc., as the sole manager, approved a distribution by TWM LLC to its equityholders, including Tradeweb Markets Inc., in an aggregate amount of $ 108.1 million, as adjusted by required state and local tax withholdings that will be determined prior to the record date of December 1, 2025, payable on December 11, 2025.
The Company, and Refinitiv US LLC and Refinitiv US Organization LLC (together, the “LSEG Parties”) reached an agreement-in-principle to renew the current data schedules under the master data license agreement, effective as of November 1, 2023, between the Company and the LSEG Parties (the “Master Data Agreement”) for an additional three-year term (the “Renewal”). The contemplated Renewal is expected to apply retrospectively to November 1, 2025 and to reflect the broader and deeper quality of data now being provided by the Company under the Master Data Agreement. The contemplated Renewal remains subject to execution of definitive documentation, as well as other factors, including Board approval. Therefore, as contemplated in the current data schedules, on October 29, 2025, the Company delivered notice to the LSEG Parties to commence a 12-month transition period while the Renewal is finalized.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Basis of Presentation,” “Use of Non-GAAP Financial Measures” and our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10‑Q. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the results described in or implied by the forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10‑Q and the section titled “Item 1A. Risk Factors” in Part I of the 2024 Form 10-K.

Overview
We are a leader in building and operating electronic marketplaces for our global network of more than 3,000 clients across the financial ecosystem. Our network is comprised of clients across the institutional, wholesale, retail and corporates client sectors, including many of the largest global asset managers, hedge funds, insurance companies, central banks, banks and dealers, proprietary trading firms, retail brokerage and financial advisory firms, regional dealers and corporations. Our marketplaces facilitate trading across a range of asset classes, including rates, credit, equities and money markets. We are a global company serving clients in over 85 countries with offices in North America, South America, Europe, Australia, Asia and the Middle East. We believe our proprietary technology and culture of collaborative innovation allow us to adapt our offerings to enter new markets, create new platforms and solutions and adjust to regulations quickly and efficiently. We support our clients by providing solutions across the trade lifecycle, including pre-trade, execution, post-trade and data and analytics.
Our institutional client sector serves institutional investors in over 85 countries around the globe and across over 30 currencies. We connect institutional investors with pools of liquidity using our flexible order and trading systems. Our clients trust the integrity of our markets and recognize the value they get by trading electronically: enhanced transparency, competitive pricing, efficient trade execution and regulatory compliance.
In our wholesale client sector, we provide a broad range of electronic, voice and hybrid platforms to dealers and financial institutions trading on our electronic or hybrid markets with our Dealerweb platform. This platform was launched in 2008 following the acquisition of inter-dealer broker Hilliard Farber & Co., Inc. In 2011, we acquired the brokerage assets of Rafferty Capital Markets and in June 2021, we acquired Nasdaq’s U.S. fixed income electronic trading platform (formerly known as eSpeed) (the “NFI Acquisition”). Today, Dealerweb actively competes across a range of rates, credit, money markets, derivatives and equity markets.
In our retail client sector, we provide advanced trading solutions for financial advisory firms and traders with our Tradeweb Direct platform. We entered the retail sector in 2006 and launched our Tradeweb Direct platform following the 2013 acquisition of BondDesk Group LLC, which was built to bring innovation and efficiency to the wealth management community. Tradeweb Direct provides financial advisory firms access to live offerings, accurate pricing in the marketplace and fast execution.
In our corporates client sector, we provide comprehensive investment technology and research solutions tailored to the needs of corporate treasury organizations globally. These solutions enable efficient trading of institutional money market funds and other short-term investments. We expanded into the corporates client sector through our acquisition of Institutional Cash Distributors (“ICD”) on August 1, 2024 (the “ICD Acquisition”). The addition of ICD to our network broadened our product suite, further diversified our client and revenue base and strengthened our position in the corporate treasury space, enabling us to provide a more comprehensive range of liquidity management tools and services.
Our markets are large and growing. Electronic trading continues to increase across the markets in which we operate as a result of market demand for greater transparency, higher execution quality, operational efficiency and lower costs, as well as regulatory changes. We believe our deep client relationships, asset class breadth, geographic reach, regulatory knowledge and scalable technology position us to continue to be at the forefront of the evolution of electronic trading. Our platforms provide transparent, efficient, cost-effective and compliant trading solutions across multiple products, regions and regulatory regimes. As market participants seek to trade across multiple asset classes, reduce their costs of trading and increase the effectiveness of their trading, including through the use of data and analytics, we believe the demand for our platforms and electronic trading solutions will continue to grow.
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Trends and Other Factors Impacting Our Performance
Acquisitions
From time to time, we may evaluate potential acquisitions and engage in discussions and negotiations regarding potential acquisitions. Our revenues and profitability are affected by our acquisition activity, including the speed and cost at which we successfully integrate completed acquisitions into our existing business operations.
On August 1, 2024, we completed our acquisition of ICD. From the date of 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 expense, were included in our condensed consolidated statements of income for the three and nine months ended September 30, 2024. See Note 4 – Acquisitions to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional details of this acquisition.
Economic Environment
Our business is impacted by the overall market activity and, in particular, trading volumes and market volatility. Lower volatility may result in lower trading volume for our clients and may negatively impact our operating performance and financial condition. Factors that may impact market activity during the remainder of 2025 include, among other things, evolving monetary policies of central banks, economic, political and social conditions, legislative, regulatory or government policy changes, including recent and potential future changes in tariffs, international trade agreements or trade policies and other potential material changes to prior laws, rules and regulations, guidance and enforcement stances, geopolitical tensions in the Middle East and concerns with respect to the banking industry, including as a result of any bank failures.
Because the majority of our financial assets are short-term in nature, they are not signifi cantly affected by inflation. However, the rate of inflation may affect our expenses, such as employee compensation and benefits, technology and communication expenses and occupancy costs, which may not be readily recoverable in the prices of our services. We believe any effects of inflation on our results of operations and financial condition have not been significant during any of the periods presented in this Quarterly Report on Form 10-Q. To the extent inflation, along with other factors, continues to result in elevated interest rates and has other adverse effects on the securities markets and the overall economy, it may adversely affect our results of operations and financial condition.
While our business is impacted by the overall activity of the market and market volatility, our revenues consist of a mix of fixed and variable fees that partially mitigates this impact. More importantly, we are actively engaged in the further electronification of trading activities, which will help mitigate this impact as we believe secular growth trends can partially offset market volatility risk.
Regulatory Environment
Our business is subject to extensive regulations in the United States and internationally, which may expose us to significant regulatory risk and cause additional legal costs to ensure compliance. The existing legal framework that governs the financial markets is periodically reviewed and amended, typically resulting in enforcement of new laws and regulations that apply to our business. The regulatory environment in the United States and abroad may be subject to future legislative and regulatory changes driven by current U.S. and global issues and priorities. Legislative and regulatory changes may include the promulgation of new or revised laws and regulations, or the adoption of changes in the interpretation of or the repeal of existing laws and regulations, or the abandonment of any pending legislative or regulatory proposals. The impact of any changes in the legal or regulatory landscape on us and our operations generally remains uncertain. Compliance with regulations may require us to dedicate additional financial and operational resources, which may adversely affect our profitability. In addition, compliance with regulations may require our clients to dedicate significant financial and operational resources, which may negatively affect their ability to pay our fees and use our platforms and, as a result, our profitability. However, under certain circumstances regulation may increase demand for our platforms and solutions, and we believe we are well positioned to benefit from any potential increased electronification due to regulatory changes as market participants seek platforms that meet regulatory requirements and solutions that help them comply with their regulatory obligations. Currently, we believe that uncertainty and potential delays around the final form of certain new rules and regulations may negatively impact our clients and trading volumes in certain markets in which we transact, although a relaxation of or the amendment of existing rules and requirements could potentially have a positive impact on certain markets.
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Competitive Environment
We and our competitors compete to introduce innovations in market structure and new electronic trading capabilities. While we endeavor to be a leader in innovation, new trading capabilities of our competitors are also adopted by market participants. On the one hand, this increases liquidity and electronification for all participants, but it also puts pressure on us to further invest in our technology and to innovate to ensure the continued growth of our network of clients and continued improvement of liquidity, electronic processing and pricing on our platforms. Our ability to compete is influenced by key factors such as (i) developments in trading platforms and solutions, (ii) the liquidity we provide on transactions, (iii) the transaction costs we incur in providing our solutions, (iv) the efficiency in execution of transactions on our platforms, (v) our ability to hire and retain talent, (vi) our ability to pursue strategic acquisitions and alliances and (vii) our ability to maintain the security of our platforms and solutions. Our competitive position is also influenced by the familiarity and integration of our clients with our electronic, voice and hybrid systems. When either a client wants to trade in a new product or we want to introduce a new product, trading protocol or other solution, we believe we benefit from our clients’ familiarity with our offerings as well as our integration into their order management systems and back offices.
Technology and Cybersecurity Environment
Our business and its success are largely impacted by the introduction of increasingly complex and sophisticated technology systems and infrastructures and new business models. Offering specialized trading venues and solutions through the development of new and enhanced platforms is essential to maintaining our level of competitiveness in the market and attracting new clients seeking platforms that provide advanced automation and better liquidity. We believe we will continue to increase demand for our platforms and solutions and the volume of transactions on our platforms, and thereby enhance our client relationships, by responding to new trading and information requirements through utilizing technological advances and emerging industry standards and practices in an effective and efficient way. We plan to continue to focus on and invest in technology infrastructure initiatives and continually improve and expand our platforms and solutions to further enhance our market position.
We experience cyber-threats and attempted security breaches. If these were successful, these cybersecurity incidents could impact revenue and operating income and increase costs. We therefore continue to make investments to strengthen our cybersecurity infrastructure, which may result in increased costs.
Foreign Currency Exchange Rate Environment
We earn revenues, pay expenses, hold assets and incur liabilities in currencies other than the U.S. dollar. Accordingly, fluctuations in foreign currency exchange rates can affect our results of operations from period to period. In particular, fluctuations in exchange rates for non-U.S. dollar currencies may reduce the U.S. dollar value of revenues, earnings and cash flows we receive from non-U.S. markets, increase our operating expenses (as measured in U.S. dollars) in those markets, negatively impact our competitiveness in those markets or otherwise adversely impact our results of operations or financial condition. Future fluctuations of foreign currency exchange rates and their impact on our results of operations and financial condition are inherently uncertain. As we continue to grow the size of our global operations, these fluctuations may be material. See Part I, Item 3. “Quantitative and Qualitative Disclosures About Market Risk — Foreign Currency and Derivative Risk” elsewhere in this Quarterly Report on Form 10-Q.

Taxation
In connection with the Reorganization Transactions, we became the sole manager of TWM LLC. As a result, beginning with the second quarter of 2019, we became subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income of TWM LLC and are taxed at prevailing corporate tax rates. Our actual effective tax rate is impacted by our ownership share of TWM LLC, which has increased over time primarily due to Continuing LLC Owners redeeming or exchanging their LLC Interests for shares of Class A common stock or Class B common stock, as applicable, and our purchase of LLC Interests from Continuing LLC Owners. Furthermore, in connection with the IPO, we entered into the Tax Receivable Agreement pursuant to which we began to make payments in January 2021, and we expect future payments to be significant. We intend to continue to cause TWM LLC to make distributions in an amount sufficient to allow us to pay our tax obligations, operating expenses, including payments under the Tax Receivable Agreement, and our quarterly cash dividends, as and when declared by our board of directors.
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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. The IRA also did not have an impact to our non-GAAP adjusted effective tax rate used for purposes of calculating our non-GAAP measure of Adjusted Net Income 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.

Components of our Results of Operations
Revenues
Our revenue is derived primarily from transaction fees, commissions, subscription fees and market data fees.
Transaction Fees and Commissions
We earn transaction fees and/or commissions from transactions executed on our trading platforms on both a variable and fixed price basis, which vary by geographic region, product type and trade size. For most of our products, clients pay both fixed minimum monthly transaction fees and variable transaction fees on a per transaction basis in excess of the monthly minimum. Clients may also pay a subscription fee in addition to or instead of the minimum monthly transaction fees. For other products, instead of a minimum monthly transaction fee, clients may pay a fixed transaction fee or only a variable transaction fee on a per transaction basis. We also earn commission revenue from our 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. For to-be-announced mortgage backed securities (“TBA-MBS”), U.S. Treasury and repurchase agreement transactions executed by our wholesale clients, we also generate revenue from fixed commissions that are generally invoiced monthly.
For variable transaction fees and commissions, we charge clients based on the mix of products traded and the volume of transactions executed. Transaction volume is determined by using a measure of the notional volume of the products traded, a count of the number of trades or, in the case of the ICD Portal, the client’s average daily balance (“ADB”) invested in the money market funds during a calendar month. Because transaction fees and commissions are sometimes subject to plans with tiered pricing based on product mix, volume, monthly minimums and monthly maximum fee caps, average variable fees per million dollars of volume traded generated for a client may vary each month depending on the mix of products and volume traded. Furthermore, because transaction fees and commissions vary by geographic region, product type and trade size, our revenues may not correlate with volume growth. The mix between fixed and variable revenue may change over time.
Subscription Fees
We earn subscription fees primarily for granting clients access to our markets for trading and market data. For a limited number of products, we only charge subscription fees and no transaction fees or commissions. Subscription fees are generally charged on a fixed price basis.
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For purposes of our discussion of our results of operations, we include LSEG market data fees in subscription fees. We earn fixed license fees from our market data license agreement with LSEG. We also earn a revenue share for certain data services which are provided to LSEG and then sold by LSEG to its customers. Our revenue share revenues may fluctuate from period to period depending on the revenue achieved by LSEG during the applicable fee earning period.
Other Revenue
Included in our other revenue is revenue earned for performing Super Validator and Validator services on the Canton Network. For these services, we earn Canton Coins and the number of Canton Coins earned in a particular period is variable based on the Canton Network’s minting curve and burn-mint equilibrium and the amount of time that our nodes are active during any given minting cycle (occurring at regular 10 minute intervals throughout each day), in comparison to other network participants. The value of the validation revenue recognized is based on the fair value of each Canton Coin upon its receipt at the end of each minting cycle and therefore our revenue for performing these validations services will also vary based on any changes in the fair value of the Canton Coin.
Operating Expenses
Employee Compensation and Benefits
Employee compensation and benefits expense consists of wages, employee benefits, bonuses, commissions, stock-based compensation cost and related taxes. Factors that influence employee compensation and benefits expense include revenue and earnings growth, hiring or acquiring new employees and trading activity which generates broker commissions. We expect employee compensation and benefits expense to increase as we hire or acquire additional employees to support revenue and earnings growth. As a result, employee compensation and benefits can vary from period to period.
Depreciation and Amortization
Depreciation and amortization expense consists of costs relating to the depreciation and amortization of acquired and internally developed software, other intangible assets, leasehold improvements, furniture and equipment.
General and Administrative
General and administrative expense consists of travel and entertainment, marketing, value-added taxes, state use taxes, foreign currency transaction gains and losses, gains and losses on foreign exchange derivative contracts entered into for foreign exchange risk management purposes relating to operating activities, charitable contributions, other administrative expenses and credit loss expense. We expect general and administrative expense to increase as we expand the number of our employees and product offerings and grow our operations.
Technology and Communications
Technology and communications expense consists of costs relating to software and hardware maintenance, our internal network connections, data center costs, clearance and other trading platform related transaction costs and data feeds provided by third-party service providers, including LSEG. Factors that influence technology and communications expense include trading volumes and our investments in innovation, data strategy and cybersecurity.
Professional Fees
Professional fees consist primarily of accounting, tax and legal fees and fees paid to technology and software consultants to maintain our trading platforms and infrastructure, as well as costs related to business acquisition transactions.
Occupancy
Occupancy expense consists of operating lease rent and related costs for office space and data centers leased in North America, South America, Europe, Australia, Asia and the Middle East. We expect occupancy expense to increase as our space needs grow in line with our global expansion.
Tax Receivable Agreement Liability Adjustment
The tax receivable agreement liability adjustment reflects changes in the tax receivable agreement liability recorded in our condensed consolidated statements of financial condition as a result of changes in the mix of earnings, tax legislation and tax rates in various jurisdictions which impacted our estimated future tax savings.
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Interest Income
Interest income consists primarily of interest earned from our cash deposited with large commercial banks and money market funds, as well as interest earned from our investments in available-for-sale debt securities.
Interest Expense
Interest expense consists primarily of any interest expense incurred or payable on our tax receivable agreement liability, commitment fees payable on, and, if applicable, interest payable on any borrowings outstanding under our credit facility and amortization of deferred financing costs.
Other Income (Loss), Net
Other income (loss), net consists of any income or loss earned from investments, any mark-to-market adjustments or impairments recorded on investments, any unrealized and realized gain/loss on foreign exchange derivative contracts entered into for foreign exchange risk management purposes relating to investing activities and any other non-operating items.
Income Taxes
We are subject to U.S. federal, state and local income taxes with respect to our taxable income, including our allocable share of any taxable income of TWM LLC, and are 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 to us. 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.
Net Income Attributable to Non-Controlling Interests
We are the sole manager of TWM LLC. As a result of this control, and because we have a substantial financial interest in TWM LLC, we consolidate the financial results of TWM LLC and report a non-controlling interest in our condensed consolidated financial statements, representing 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 us and any Continuing LLC Owners.
LLC Interests held by Continuing LLC Owners are redeemable in accordance with the TWM LLC Agreement, at the election of such holders, for newly issued shares of Class A common stock or Class B common stock, as the case may be, on a one-for-one basis. In the event of such election by a Continuing LLC Owner, we may, at our option, effect a direct exchange of Class A common stock or Class B common stock for such LLC Interests of such Continuing LLC Owner in lieu of such redemption. In connection with any redemption or exchange, we will receive a corresponding number of LLC Interests, increasing our total ownership interest in TWM LLC. As of September 30, 2025, we owned 90.2% of TWM LLC and Continuing LLC Owners owned the remaining 9.8% of TWM LLC.
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Results of Operations
For the Three Months Ended September 30, 2025 and September 30, 2024
The following table sets forth a summary of our statements of income for the three months ended September 30, 2025 and 2024:

Three Months Ended
September 30,
2025 2024 $ Change
% Change

(dollars in thousands)

Total revenue $ 508,598  $ 448,915  $ 59,683  13.3  %
Total expenses 298,227  289,599  8,628  3.0  %
Operating income 210,371  159,316  51,055  32.0  %
Tax receivable agreement liability adjustment —  (870) 870  (100.0) %
Interest income 20,348  16,663  3,685  22.1  %
Interest expense (522) (1,446) 924  (63.9) %
Other income (loss), net 39,420  10  39,410  N/M
Income before taxes 269,617  173,673  95,944  55.2  %
Provision for income taxes (59,068) (43,450) (15,618) 35.9  %
Net income 210,549  130,223  80,326  61.7  %
Less: Net income attributable to non-controlling interests 24,913  16,307  8,606  52.8  %
Net income attributable to Tradeweb Markets Inc. $ 185,636  $ 113,916  $ 71,720  63.0  %

N/M = not meaningful
Revenues
Our revenues for the three months ended September 30, 2025 and 2024, and the resulting dollar and percentage changes, were as follows:

Three Months Ended
September 30,
2025 2024
$
% of Total
Revenue $
% of Total
Revenue $ Change
% Change

(dollars in thousands)

Revenues
Transaction fees and commissions $ 421,309  82.8  % $ 373,493  83.2  % $ 47,816  12.8  %
Subscription fees (1)
81,364  16.0  71,718  16.0  9,646  13.4  %
Other 5,925  1.2  3,704  0.8  2,221  60.0  %
Total revenue $ 508,598  100.0  % $ 448,915  100.0  % $ 59,683  13.3  %

Components of total revenue growth:
Constant currency change (2)
11.3  %
Foreign currency impact 2.0  %
Total revenue growth 13.3  %

(1) Subscription fees for both the three months ended September 30, 2025 and 2024 include $20.5 million of LSEG market data fees.
(2) Constant currency revenue change, which is a non-GAAP financial measure, is defined as total revenue change excluding the effects of foreign currency fluctuations. Total revenue excluding the effects of foreign currency fluctuations is calculated by translating the current period and prior period’s total revenue using the annual average exchange rates for the prior period. We use constant currency change as a supplemental metric to evaluate our underlying total revenue performance between periods by removing the impact of foreign currency fluctuations. We believe that providing constant currency change provides a useful comparison of our total revenue performance and trends between periods.

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Our strong results for the third quarter of 2025 reflected significant organic growth, strong client engagement and contributions from our acquisition of ICD on August 1, 2024. Our markets remained resilient despite depressed rate volatility. The primary driver of the $59.7 million increase in revenue was related to a $47.8 million increase in transaction fees and commissions to $421.3 million for the three months ended September 30, 2025 from $373.5 million for the three months ended September 30, 2024, primarily due to higher revenues for rates derivatives products. Additionally, there was a $9.6 million increase in subscription fees to $81.4 million for the three months ended September 30, 2025 from $71.7 million for the three months ended September 30, 2024, primarily due to certain market participants switching from fully variable pricing plans to pricing plans that include minimum fee floors or subscriptions, resulting in a shift of a portion of revenues from transaction fees and commissions to subscription fees.
Our total revenue by asset class for the three months ended September 30, 2025 and 2024, and the resulting dollar and percentage changes, were as follows:

Three Months Ended
September 30,
2025 2024 $ Change
% Change

(dollars in thousands)

Revenues
Rates $ 274,497  $ 233,122  $ 41,375  17.7  %
Credit 121,334  118,305  3,029  2.6  %
Equities 29,829  25,514  4,315  16.9  %
Money Markets 42,889  36,126  6,763  18.7  %
Market Data 30,817  29,760  1,057  3.6  %
Other 9,232  6,088  3,144  51.6  %
Total revenue $ 508,598  $ 448,915  $ 59,683  13.3  %

Our variable and fixed revenues by asset class for the three months ended September 30, 2025 and 2024, and the resulting dollar and percentage changes, were as follows:

Three Months Ended
September 30,
2025 2024 $ Change
% Change

Variable
Fixed
Variable
Fixed
Variable
Fixed
Variable
Fixed

(dollars in thousands)

Revenues
Rates $ 203,409  $ 71,088  $ 173,698  $ 59,424  $ 29,711  $ 11,664  17.1  % 19.6  %
Credit 103,880  17,454  109,518  8,787  (5,638) 8,667  (5.1) % 98.6  %
Equities 27,359  2,470  23,218  2,296  4,141  174  17.8  % 7.6  %
Money Markets 38,424  4,465  31,928  4,198  6,496  267  20.3  % 6.4  %
Market Data 96  30,721  104  29,656  (8) 1,065  (7.7) % 3.6  %
Other 2,603  6,629  513  5,575  2,090  1,054  407.4  % 18.9  %
Total revenue $ 375,771  $ 132,827  $ 338,979  $ 109,936  $ 36,792  $ 22,891  10.9  % 20.8  %

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A significant percentage of our transaction fees and commissions are tied directly to overall trading volumes in the rates, credit, equities and money markets asset classes. The average daily volumes and total volumes on our trading platforms by asset class for the three months ended September 30, 2025 and 2024, and the resulting percentage changes, are summarized as follows:

Three Months Ended
September 30,
2025 2024 ADV 

ADV
Volume
ADV
Volume
% Change

(dollars in millions)

Rates $ 1,455,555   $ 93,809,148   $ 1,298,137   $ 83,743,234   12.1   %
Rates Cash 534,513  34,306,862  496,603  31,860,817  7.6  %
Rates Derivatives 921,043  59,502,286  801,534  51,882,416  14.9  %
Swaps / Swaptions Tenor (greater than 1 year) 476,891  30,811,252  439,683  28,436,368  8.5  %
Other Rates Derivatives (1)
444,152  28,691,034  361,850  23,446,048  22.7  %

Credit 42,024   2,720,174   42,590   2,754,477   (1.3) %
Cash Credit (2)
11,191  721,616  9,954  641,606  12.4  %
Credit Derivatives, China Bonds and U.S. Cash EP 30,833  1,998,558  32,635  2,112,872  (5.5) %

Equities 26,061   1,677,007   22,815   1,467,230   14.2   %
Equities Cash 11,836  763,746  10,308  665,127  14.8  %
Equities Derivatives 14,225  913,262  12,507  802,103  13.7  %

Money Markets
1,051,611   74,615,475   939,622   59,556,275   11.9   %

Total (4)
$ 2,575,251   $ 172,821,805   $ 2,303,164   $ 147,521,215   11.8   %
Total excluding Other Rates Derivatives (3)
$ 2,131,099   $ 144,130,771   $ 1,941,314   $ 124,075,167   9.8   %

(1) Includes Swaps/Swaptions of tenor less than 1 year and Rates Futures.
(2) The “Cash Credit” category represents the “Credit” asset class excluding (1) Credit Derivatives (2) China Bonds and (3) U.S. High Grade and High Yield electronically processed (“EP”) activity.
(3) Included to contextualize the impact of short-tenored Swaps/Swaptions and Rates Futures on totals for all periods presented.
(4) We acquired ICD on August 1, 2024. Total volume reported includes volumes from the acquired business subsequent to the closing date of the acquisition. For average daily volume derived from acquisitions, the denominator is the number of trading days within the reporting period that have elapsed from the acquisition date to the end date of the reporting period.

The average variable fees per million dollars of volume traded on our trading platforms by asset class for the three months ended September 30, 2025 and 2024 are summarized below. There are four potential drivers of quarterly fluctuations in our average variable fees per million: (1) the mix and duration of cash and derivatives products traded, (2) the mix of protocols underpinning cash and derivatives products, (3) volume discounts and (4) clients moving between fixed and variable pricing structures. Average variable fees per million should be reviewed in conjunction with our trading volumes and total revenue by asset class. Since variable fees are sometimes subject to fee plans with tiered pricing based on product mix and volume, average variable fees per million for a specific asset class may not correlate with volumes or revenue growth.
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Three Months Ended
September 30,
2025 2024 $ Change % Change
Rates $ 2.17   $ 2.07   $ 0.10   4.5   %
Rates Cash $ 2.28  $ 2.45  $ (0.17) (6.8) %
Rates Derivatives $ 2.10  $ 1.85  $ 0.25  14.0  %
Rates Derivatives (greater than 1 year) $ 3.83  $ 3.17  $ 0.66  21.0  %
Other Rates Derivatives (1)
$ 0.25  $ 0.25  $ —  3.3  %

Credit $ 38.19   $ 39.76   $ (1.57) (4.0) %
Cash Credit (2)
$ 128.48  $ 151.91  $ (23.43) (15.4) %
Credit Derivatives, China Bonds and U.S. Cash EP $ 5.59  $ 5.71  $ (0.12) (2.1) %

Equities $ 16.31   $ 15.82   $ 0.49   3.1   %
Equities Cash $ 27.98  $ 27.68  $ 0.30  1.1  %
Equities Derivatives $ 6.56  $ 5.99  $ 0.57  9.6  %

Money Markets $ 0.51   $ 0.54   $ (0.03) (3.9) %

Total $ 2.16   $ 2.29   $ (0.13) (5.9) %
Total excluding Other Rates Derivatives (3)
$ 2.54   $ 2.68   $ (0.14) (5.3) %

(1) Includes Swaps/Swaptions of tenor less than 1 year and Rates Futures.
(2) The “Cash Credit” category represents the “Credit” asset class excluding (1) Credit Derivatives (2) China Bonds and (3) U.S. High Grade and High Yield electronically processed (“EP”) activity.
(3) Included to contextualize the impact of short-tenored Swaps/Swaptions and Rates Futures on blended fees per million across all periods presented.
The key drivers of the change in total revenue, volumes and variable fees per million by asset class are summarized as follows:
Rates . Revenues from our rates asset class increased by $41.4 million or 17.7% to $274.5 million for the three months ended September 30, 2025 compared to $233.1 million for the three months ended September 30, 2024 primarily due to higher variable transaction fees and commissions on higher trading volumes for rates derivatives products. The increase in fixed revenue was primarily driven by changes to certain contracts that, among other items, introduced minimum fee floors or subscription fees, resulting in a shift of a portion of revenues from variable to fixed revenue.
Average variable fees per million for rates increased primarily due to a mix shift away from rates derivative compression activity, which has a lower variable fee capture compared to overall rates.
Credit . Revenues from our credit asset class increased by $3.0 million or 2.6% to $121.3 million for the three months ended September 30, 2025 compared to $118.3 million for the three months ended September 30, 2024 primarily due to higher variable transaction fees and commissions on higher trading volumes for municipals. The increase in variable revenues for municipals was offset by a decline in variable revenues for U.S. corporate bonds, primarily driven by certain market participants switching from fully variable pricing plans to pricing plans that include minimum fee floors or subscription fees, resulting in a shift of a portion of revenues from variable to fixed revenue.
Average variable fees per million for credit decreased primarily due to certain market participants opting for pricing plans with more fixed fee components, resulting in a shift from variable to fixed revenue within U.S. corporate bonds.
Equities . Revenues from our equities asset class increased by $4.3 million or 16.9% to $29.8 million for the three months ended September 30, 2025 compared to $25.5 million for the three months ended September 30, 2024 primarily due to higher variable transaction fees and commissions on higher trading volumes for International and U.S. exchange traded funds (“ETFs”) and equity derivatives products.
Average variable fees per million for equities increased primarily due to a mix shift towards U.S. convertibles, which have a higher variable fee capture compared to overall equities.
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Money Markets . Revenues from our money markets asset class increased by $6.8 million or 18.7% to $42.9 million for the three months ended September 30, 2025 compared to $36.1 million for the three months ended September 30, 2024 primarily due to the three months of basis point commissions earned on the average daily balance of client money market fund investments made through the ICD Portal during the three months ended September 30, 2025 compared to two months during the three months ended September 30, 2024 for the period subsequent to the August 1, 2024 acquisition.
Average variable fees per million for money markets decreased primarily due to a mix shift away from certificates of deposit, which have a higher variable fee capture compared to overall money markets.
Market Data . Revenues from our market data asset class increased by $1.1 million or 3.6% to $30.8 million for the three months ended September 30, 2025 compared to $29.8 million for the three months ended September 30, 2024 primarily due to increases in proprietary third party market data revenue.
Other . Revenues from our other asset class increased by $3.1 million or 51.6% to $9.2 million for the three months ended September 30, 2025 compared to $6.1 million for the three months ended September 30, 2024 primarily due to an increase in revenue earned for performing validation services on the Canton Network.
We generate revenue from a diverse portfolio of client sectors. Our total revenue by client sector for the three months ended September 30, 2025 and 2024, and the resulting dollar and percentage changes, were as follows:

Three Months Ended
September 30,
2025 2024 $ Change
% Change

(dollars in thousands)

Revenues
Institutional $ 317,148  $ 266,681  $ 50,467  18.9  %
Wholesale 99,365  99,511  (146) (0.1) %
Retail 38,025  35,770  2,255  6.3  %
Corporates 23,243  17,193  6,050  35.2  %
Market Data 30,817  29,760  1,057  3.6  %
Total revenue $ 508,598  $ 448,915  $ 59,683  13.3  %

Institutional . Revenues from our institutional client sector increased by $50.5 million or 18.9% to $317.1 million for the three months ended September 30, 2025 compared to $266.7 million for the three months ended September 30, 2024. The increase was derived primarily from higher revenues for rates derivatives products, mortgages, European government bonds, International ETFs, other government bonds and U.S. ETFs.
Wholesale . Revenues from our wholesale client sector were relatively flat at $99.4 million for the three months ended September 30, 2025, a decrease of $0.1 million or 0.1% compared to $99.5 million for the three months ended September 30, 2024.
Retail . Revenues from our retail client sector increased by $2.3 million or 6.3% to $38.0 million for the three months ended September 30, 2025 compared to $35.8 million for the three months ended September 30, 2024. The increase was derived primarily from higher revenues for municipals, partially offset by lower revenues for U.S. corporate bonds.
Corporates. Revenues from our corporates client sector increased by $6.1 million or 35.2% to $23.2 million for the three months ended September 30, 2025 compared to $17.2 million for the three months ended September 30, 2024. With the August 1, 2024 acquisition of ICD and its proprietary institutional investment technology, we entered the corporates client sector. This client channel primarily serves corporate treasury organizations worldwide in investing in money market funds. The primary driver of the increase was the three months of basis point commissions earned on the average daily balance of client money market fund investments made through the ICD Portal during the three months ended September 30, 2025 compared to two months during the three months ended September 30, 2024 for the period subsequent to the August 1, 2024 acquisition.
Market Data . Revenues from our market data client sector increased by $1.1 million or 3.6% to $30.8 million for the three months ended September 30, 2025 compared to $29.8 million for the three months ended September 30, 2024 primarily due to increases in proprietary third party market data revenue.
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Our revenues and client base are also diversified by geography. Our total revenue by geography (based on client location) for the three months ended September 30, 2025 and 2024, and the resulting dollar and percentage changes, were as follows:

Three Months Ended
September 30,
2025 2024 $ Change
% Change

(dollars in thousands)

Revenues
U.S. $ 297,435  $ 279,705  $ 17,730  6.3  %
International 211,163  169,210  41,953  24.8  %
Total revenue $ 508,598  $ 448,915  $ 59,683  13.3  %

U.S. Revenues from U.S. clients increased by $17.7 million or 6.3% to $297.4 million for the three months ended September 30, 2025 compared to $279.7 million for the three months ended September 30, 2024 primarily due to higher revenues for rates derivatives products and municipals.
International . Revenues from international clients increased by $42.0 million or 24.8% to $211.2 million for the three months ended September 30, 2025 compared to $169.2 million for the three months ended September 30, 2024 primarily due to higher revenues for rates derivatives products, European government and corporate bonds and money markets, including the contribution from the ICD Acquisition.
Operating Expenses
Our expenses for the three months ended September 30, 2025 and 2024 were as follows:

Three Months Ended
September 30,
2025 2024 $ Change
% Change

(dollars in thousands)
Employee compensation and benefits $ 164,993  $ 160,161  $ 4,832  3.0  %
Depreciation and amortization 64,351  57,872  6,479  11.2  %
Technology and communications 33,867  24,300  9,567  39.4  %
General and administrative 16,892  20,417  (3,525) (17.3) %
Professional fees 11,483  21,434  (9,951) (46.4) %
Occupancy 6,641  5,415  1,226  22.6  %
Total expenses $ 298,227  $ 289,599  $ 8,628  3.0  %

Employee Compensation and Benefits . Expenses related to employee compensation and benefits increased by $4.8 million or 3.0% to $165.0 million for the three months ended September 30, 2025 compared to $160.2 million for the three months ended September 30, 2024. The increase was primarily due to an increase in headcount and related salaries, benefits and stock-based compensation associated with our continued growth. As of September 30, 2025, December 31, 2024 and September 30, 2024, we had 1,566, 1,412 and 1,400 employees globally, respectively. The increase was partially offset by a decrease in compensation expense as the three months ended September 30, 2024 included $2.4 million in accelerated stock-based compensation expense associated with our former President and $1.4 million in compensation expense relating to acceleration, as of the ICD Acquisition closing date, of unvested stock-based compensation awards previously issued by the ICD seller.
Depreciation and Amortization . Expenses related to depreciation and amortization increased by $6.5 million or 11.2% to $64.4 million for the three months ended September 30, 2025 compared to $57.9 million for the three months ended September 30, 2024. The increase was primarily due to increases in amortization of assets acquired in connection with the ICD Acquisition on August 1, 2024 and increases in amortization of software development costs and hardware driven by increases in investment in our infrastructure.
Technology and Communications . Expenses related to technology and communications increased by $9.6 million or 39.4% to $33.9 million for the three months ended September 30, 2025 compared to $24.3 million for the three months ended September 30, 2024. The increase was primarily due to increased investment in our data strategy and infrastructure and increased clearance and data fees driven primarily by higher trading volumes period-over-period.
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General and Administrative . Expenses related to general and administrative costs decreased by $3.5 million or 17.3% to $16.9 million for the three months ended September 30, 2025 compared to $20.4 million for the three months ended September 30, 2024. The decrease was primarily due to a $4.4 million decrease in foreign exchange losses during the three months ended September 30, 2025 compared to the prior year period. Realized and unrealized foreign currency gains totaled $0.3 million during the three months ended September 30, 2025 as compared to $4.1 million in losses during the three months ended September 30, 2024. The change was primarily driven by a decrease in foreign currency re-measurement losses on transactions in nonfunctional currencies and the change in fair value of our foreign currency forward contracts used in connection with our foreign currency risk management program.
Professional Fees . Expenses related to professional fees decreased by $10.0 million or 46.4% to $11.5 million for the three months ended September 30, 2025 compared to $21.4 million for the three months ended September 30, 2024, primarily due to a decrease in professional fees related to acquisitions.
Occupancy . Expenses related to occupancy costs increased by $1.2 million or 22.6% to $6.6 million for the three months ended September 30, 2025 compared to $5.4 million for the three months ended September 30, 2024. The increase was primarily due to the commencement during the three months ended September 30, 2025 of the lease for our new corporate headquarters in New York City.
Tax Receivable Agreement Liability Adjustment
The tax receivable agreement liability adjustment of $0.9 million of expense recognized for the three months ended September 30, 2024 was due to changes in the tax receivable agreement liability recorded in our consolidated statements of financial condition as a result of changes in the mix of earnings in connection with the acquisition of ICD, which impacted our estimated future tax savings. There was no tax receivable agreement liability adjustment recognized for the three months ended September 30, 2025.
Interest Income
Interest income increased by $3.7 million or 22.1% to $20.3 million for the three months ended September 30, 2025 compared to $16.7 million for the three months ended September 30, 2024 primarily due to an increase in our average invested cash balance during the three months ended September 30, 2024 and interest earned on a federal income tax refund received during the three months ended September 30, 2025, partially offset by a decrease in the average interest rates earned period-over-period.
Interest Expense
Interest expense decreased by $0.9 million or 63.9% to $0.5 million for the three months ended September 30, 2025 compared to $1.4 million for the three months ended September 30, 2024 primarily due to timing of payments made under the Tax Receivable Agreement. No interest expense was incurred on payments due under the Tax Receivable Agreement during the three months ended September 30, 2025 compared to $1.0 million of interest expense during the three months ended September 30, 2024.
Other Income (Loss), Net
Other income was $39.4 million for the three months ended September 30, 2025, primarily due to realized and unrealized gains on our Canton Coin holdings, which totaled $43.2 million during the three months ended September 30, 2025 compared to $10,000 in gains during the three months ended September 30, 2024. Other income was partially offset by a $3.8 million loss due to impairments of minority equity investments during the three months ended September 30, 2025.
Income Taxes
Income tax expense increased by $15.6 million or 35.9% to $59.1 million for the three months ended September 30, 2025 compared to $43.5 million for the three months ended September 30, 2024. The provision for income taxes includes U.S. federal, state, local and foreign taxes. The effective tax rate for the three months ended September 30, 2025 was approximately 21.9%, compared with 25.0% for the three months ended September 30, 2024. 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.
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For the Nine Months Ended September 30, 2025 and September 30, 2024
The following table sets forth a summary of our statements of income for the nine months ended September 30, 2025 and 2024:

Nine Months Ended
September 30,
2025 2024 $ Change
% Change

(dollars in thousands)

Total revenue $ 1,531,246  $ 1,262,605  $ 268,641  21.3  %
Total expenses 916,921  773,117  143,804  18.6  %
Operating income 614,325  489,488  124,837  25.5  %
Tax receivable agreement liability adjustment —  (870) 870  (100.0) %
Interest income 49,169  59,234  (10,065) (17.0) %
Interest expense (1,538) (3,706) 2,168  (58.5) %
Other income (loss), net 56,306  10  56,296  N/M
Income before taxes 718,262  544,156  174,106  32.0  %
Provision for income taxes (163,886) (134,135) (29,751) 22.2  %
Net income 554,376  410,021  144,355  35.2  %
Less: Net income attributable to non-controlling interests 66,576  50,724  15,852  31.3  %
Net income attributable to Tradeweb Markets Inc. $ 487,800  $ 359,297  $ 128,503  35.8  %

N/M = not meaningful
Revenues
Our revenues for the nine months ended September 30, 2025 and 2024, and the resulting dollar and percentage changes, were as follows:
Nine Months Ended
September 30,
2025 2024
$
% of Total
Revenue $
% of Total
Revenue $ Change
% Change

(dollars in thousands)

Revenues
Transaction fees and commissions $ 1,272,421  83.1  % $ 1,039,419  82.3  % $ 233,002  22.4  %
Subscription fees (1)
244,027  15.9  213,226  16.9  30,801  14.4  %
Other 14,798  1.0  9,960  0.8  4,838  48.6  %
Total revenue $ 1,531,246  100.0  % $ 1,262,605  100.0  % $ 268,641  21.3  %

Components of total revenue growth:
Constant currency change (2)
20.3  %
Foreign currency impact 1.0  %
Total revenue growth 21.3  %

(1) Subscription fees for the nine months ended September 30, 2025 and 2024 include $70.0 million and $61.6 million, respectively, of LSEG market data fees.
(2) Constant currency revenue change, which is a non-GAAP financial measure, is defined as total revenue change excluding the effects of foreign currency fluctuations. Total revenue excluding the effects of foreign currency fluctuations is calculated by translating the current period and prior period’s total revenue using the annual average exchange rates for the prior period. We use constant currency change as a supplemental metric to evaluate our underlying total revenue performance between periods by removing the impact of foreign currency fluctuations. We believe that providing constant currency change provides a useful comparison of our total revenue performance and trends between periods.
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The primary driver of the $268.6 million increase in revenue related to a $233.0 million increase in transaction fees and commissions to $1.3 billion for the nine months ended September 30, 2025 from $1.0 billion for the nine months ended September 30, 2024, primarily due to higher revenues for rates derivatives products, municipals, U.S. government bonds, International and U.S. ETFs, repurchase agreements and credit derivatives products, as well as nine months of basis point commissions earned on the average daily balance of client money market fund investments made through the ICD Portal during the nine months ended September 30, 2025 compared to two months during the nine months ended September 30, 2024 for the period subsequent to the August 1, 2024 acquisition.
Our total revenue by asset class for the nine months ended September 30, 2025 and 2024, and the resulting dollar and percentage changes, were as follows:

Nine Months Ended
September 30,
2025 2024 $ Change
% Change

(dollars in thousands)

Revenues
Rates $ 814,446  $ 664,746  $ 149,700  22.5  %
Credit 369,629  345,468  24,161  7.0  %
Equities 95,491  75,435  20,056  26.6  %
Money Markets 128,237  70,962  57,275  80.7  %
Market Data 99,941  88,009  11,932  13.6  %
Other 23,502  17,985  5,517  30.7  %
Total revenue $ 1,531,246  $ 1,262,605  $ 268,641  21.3  %

Our variable and fixed revenues by asset class for the nine months ended September 30, 2025 and 2024, and the resulting dollar and percentage changes, were as follows:

Nine Months Ended
September 30,
2025 2024 $ Change
% Change

Variable
Fixed
Variable
Fixed
Variable
Fixed
Variable
Fixed

(dollars in thousands)

Revenues
Rates $ 605,509  $ 208,937  $ 485,031  $ 179,715  $ 120,478  $ 29,222  24.8  % 16.3  %
Credit 324,378  45,251  320,331  25,137  4,047  20,114  1.3  % 80.0  %
Equities 88,458  7,033  68,494  6,941  19,964  92  29.1  % 1.3  %
Money Markets 115,106  13,131  58,186  12,776  56,920  355  97.8  % 2.8  %
Market Data 316  99,625  368  87,641  (52) 11,984  (14.1) % 13.7  %
Other 4,876  18,626  513  17,472  4,363  1,154  850.5  % 6.6  %
Total revenue $ 1,138,643  $ 392,603  $ 932,923  $ 329,682  $ 205,720  $ 62,921  22.1  % 19.1  %

The key drivers of the change in total revenue by asset class are summarized as follows:
Rates . Revenues from our rates asset class increased by $149.7 million or 22.5% to $814.4 million for the nine months ended September 30, 2025 compared to $664.7 million for the nine months ended September 30, 2024 primarily due to higher variable transaction fees and commissions on higher trading volumes for rates derivatives products and U.S. government bonds. The increase in fixed revenue was primarily driven by changes to certain contracts that, among other items, introduced minimum fee floors or subscription fees, resulting in a shift of a portion of revenues from variable to fixed revenue.
Credit . Revenues from our credit asset class increased by $24.2 million or 7.0% to $369.6 million for the nine months ended September 30, 2025 compared to $345.5 million for the nine months ended September 30, 2024 primarily due to an increase in fixed revenues, primarily driven by certain market participants switching from fully variable pricing plans to pricing plans that include minimum fee floors or subscription fees, resulting in a shift of a portion of revenues from variable to fixed revenue. Revenues from our credit asset class also increased due to higher variable transaction fees and commissions on higher trading volumes for municipals and credit derivatives products.
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Equities . Revenues from our equities asset class increased by $20.1 million or 26.6% to $95.5 million for the nine months ended September 30, 2025 compared to $75.4 million for the nine months ended September 30, 2024 primarily due to higher variable transaction fees and commissions on higher trading volumes for International and U.S. ETFs.
Money Markets . Revenues from our money markets asset class increased by $57.3 million or 80.7% to $128.2 million for the nine months ended September 30, 2025 compared to $71.0 million for the nine months ended September 30, 2024 primarily due to the nine months of basis point commissions earned on the average daily balance of client money market fund investments made through the ICD Portal during the nine months ended September 30, 2025 compared to two months during the nine months ended September 30, 2024 for the period subsequent to the August 1, 2024 acquisition.
Market Data . Revenues from our market data asset class increased by $11.9 million or 13.6% to $99.9 million for the nine months ended September 30, 2025 compared to $88.0 million for the nine months ended September 30, 2024. The increase was primarily due to increased LSEG market data fees, with $8.4 million of the increase derived from the periodic delivery of historical data sets which occurred during the three months ended March 31, 2025, and other increases in proprietary third party market data revenue.
Other . Revenues from our other asset class increased by $5.5 million or 30.7% to $23.5 million for the nine months ended September 30, 2025 compared to $18.0 million for the nine months ended September 30, 2024 primarily due to an increase in revenue earned for performing validation services on the Canton Network. The Company began providing services to the Canton Network during the third quarter of 2024.
We generate revenue from a diverse portfolio of client sectors. Our total revenue by client sector for the nine months ended September 30, 2025 and 2024, and the resulting dollar and percentage changes, were as follows:

Nine Months Ended
September 30,
2025 2024 $ Change
% Change

(dollars in thousands)

Revenues
Institutional $ 947,162  $ 759,599  $ 187,563  24.7  %
Wholesale 302,894  290,994  11,900  4.1  %
Retail 111,504  106,810  4,694  4.4  %
Corporates 69,745  17,193  52,552  305.7  %
Market Data 99,941  88,009  11,932  13.6  %
Total revenue $ 1,531,246  $ 1,262,605  $ 268,641  21.3  %

Institutional . Revenues from our institutional client sector increased by $187.6 million or 24.7% to $947.2 million for the nine months ended September 30, 2025 compared to $759.6 million for the nine months ended September 30, 2024. The increase was derived primarily from higher revenues for rates derivatives products, International and U.S. ETFs, U.S. and European corporate bonds, U.S. and European government bonds, mortgages and credit derivative products.
Wholesale . Revenues from our wholesale client sector increased by $11.9 million or 4.1% to $302.9 million for the nine months ended September 30, 2025 compared to $291.0 million for the nine months ended September 30, 2024. The increase was derived primarily from higher revenues for U.S. government bonds.
Retail . Revenues from our retail client sector increased by $4.7 million or 4.4% to $111.5 million for the nine months ended September 30, 2025 compared to $106.8 million for the nine months ended September 30, 2024. The increase was derived primarily from higher revenues for municipals, partially offset by lower revenues for U.S. corporate bonds.
Corporates. Revenues from our corporates client sector increased by $52.6 million or 305.7% to $69.7 million for the nine months ended September 30, 2025 compared to $17.2 million for the nine months ended September 30, 2024. With the August 1, 2024 acquisition of ICD and its proprietary institutional investment technology, we entered the corporates client sector. This client channel primarily serves corporate treasury organizations worldwide in investing in money market funds. The primary driver of the increase was nine months of basis point commissions earned on the average daily balance of client money market fund investments made through the ICD Portal during the nine months ended September 30, 2025 compared to two months during the nine months ended September 30, 2024 for the period subsequent to the August 1, 2024 acquisition.
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Market Data . Revenues from our market data client sector increased by $11.9 million or 13.6% to $99.9 million for the nine months ended September 30, 2025 compared to $88.0 million for the nine months ended September 30, 2024. The increase was primarily due to increased LSEG market data fees, with $8.4 million of the increase derived from the periodic delivery of historical data sets which occurred during the three months ended March 31, 2025, and other increases in proprietary third party market data revenue.
Our revenues and client base are also diversified by geography. Our total revenue by geography (based on client location) for the nine months ended September 30, 2025 and 2024, and the resulting dollar and percentage changes, were as follows:

Nine Months Ended
September 30,
2025 2024 $ Change
% Change

(dollars in thousands)

Revenues
U.S. $ 893,119  $ 785,947  $ 107,172  13.6  %
International 638,127  476,658  161,469  33.9  %
Total revenue $ 1,531,246  $ 1,262,605  $ 268,641  21.3  %

U.S. Revenues from U.S. clients increased by $107.2 million or 13.6% to $893.1 million for the nine months ended September 30, 2025 compared to $785.9 million for the nine months ended September 30, 2024 primarily due to higher revenues for money markets, including the contribution from the ICD Acquisition, rates derivatives products, municipals, U.S. government bonds, mortgages and U.S. ETFs.
International . Revenues from international clients increased by $161.5 million or 33.9% to $638.1 million for the nine months ended September 30, 2025 compared to $476.7 million for the nine months ended September 30, 2024 primarily due to higher revenues for rates derivatives products, money markets, including the contribution from the ICD Acquisition, market data, International ETFs, European government bonds and credit derivative products.
Operating Expenses
Our expenses for the nine months ended September 30, 2025 and 2024 were as follows:

Nine Months Ended
September 30,
2025 2024 $ Change
% Change

(dollars in thousands)
Employee compensation and benefits $ 511,563  $ 440,484  $ 71,079  16.1  %
Depreciation and amortization 190,098  157,145  32,953  21.0  %
Technology and communications 92,807  69,840  22,967  32.9  %
General and administrative 66,616  44,026  22,590  51.3  %
Professional fees 38,100  46,558  (8,458) (18.2) %
Occupancy 17,737  15,064  2,673  17.7  %
Total expenses $ 916,921  $ 773,117  $ 143,804  18.6  %

Employee Compensation and Benefits . Expenses related to employee compensation and benefits increased by $71.1 million or 16.1% to $511.6 million for the nine months ended September 30, 2025 compared to $440.5 million for the nine months ended September 30, 2024. The increase was primarily due to an increase in headcount and related salaries, bonus, benefits and stock-based compensation associated with our continued growth, including the August 1, 2024 ICD Acquisition, and an increase in incentive compensation expense tied to our financial performance.
Depreciation and Amortization . Expenses related to depreciation and amortization increased $33.0 million or 21.0% to $190.1 million for the nine months ended September 30, 2025 compared to $157.1 million for the nine months ended September 30, 2024. The increase was primarily due to increases in amortization of assets acquired in connection with the ICD Acquisition on August 1, 2024 and increases in amortization of software development costs and hardware driven by increases in investment in our infrastructure.
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Technology and Communications . Expenses related to technology and communications increased by $23.0 million or 32.9% to $92.8 million for the nine months ended September 30, 2025 compared to $69.8 million for the nine months ended September 30, 2024. The increase was primarily due to increased investment in our data strategy and infrastructure and increased clearance and data fees driven primarily by higher trading volumes period-over-period.
General and Administrative . Expenses related to general and administrative costs increased by $22.6 million or 51.3% to $66.6 million for the nine months ended September 30, 2025 compared to $44.0 million for the nine months ended September 30, 2024. The increase was primarily due to a $18.8 million increase in foreign exchange losses during the nine months ended September 30, 2025 compared to the prior year period. Realized and unrealized foreign currency losses totaled $17.9 million during the nine months ended September 30, 2025 as compared to $0.9 million in gains during the nine months ended September 30, 2024. The change was primarily driven by the change in fair value of our foreign currency forward contracts used in connection with our foreign currency risk management program, partially offset by an increase in foreign currency re-measurement gains on transactions in nonfunctional currencies. Increases in travel and entertainment costs to support our continued growth also contributed to the overall increase in general and administrative expenses.
Professional Fees . Expenses related to professional fees decreased by $8.5 million or 18.2% to $38.1 million for the nine months ended September 30, 2025 compared to $46.6 million for the nine months ended September 30, 2024, primarily due to a decrease in professional fees related to acquisitions.
Occupancy . Expenses related to occupancy costs increased by $2.7 million or 17.7% to $17.7 million for the nine months ended September 30, 2025 compared to $15.1 million for the nine months ended September 30, 2024. The increase was primarily due to higher office and data center rent expense associated with our global expansion including the commencement during the three months ended September 30, 2025 of the lease for our new corporate headquarters in New York City.
Tax Receivable Agreement Liability Adjustment
The tax receivable agreement liability adjustment of $0.9 million of expense recognized for the nine months ended September 30, 2024 was due to changes in the tax receivable agreement liability recorded in our consolidated statements of financial condition as a result of changes in the mix of earnings in connection with the acquisition of ICD, which impacted our estimated future tax savings. There was no tax receivable agreement liability adjustment recognized for the nine months ended September 30, 2025.
Interest Income
Interest income decreased by $10.1 million or 17.0% to $49.2 million for the nine months ended September 30, 2025 compared to $59.2 million for the nine months ended September 30, 2024 primarily due to a decrease in the average interest rates earned period-over-period and a decrease in our average invested cash balance as a result of the cash paid in connection with the August 1, 2024 ICD Acquisition. These decreases were partially offset by interest earned on a federal income tax refund received during the nine months ended September 30, 2025.
Interest Expense
Interest expense decreased by $2.1 million or 58.5% to $1.5 million for the nine months ended September 30, 2025 compared to $3.7 million for the nine months ended September 30, 2024 primarily due to timing of payments made under the Tax Receivable Agreement. No interest expense was incurred on payments due under the Tax Receivable Agreement during the nine months ended September 30, 2025 compared to $2.2 million of interest expense during the nine months ended September 30, 2024.
Other Income (Loss), Net
Other income was $56.3 million for the nine months ended September 30, 2025 primarily due to realized and unrealized gains on our Canton Coin holdings, which totaled $65.5 million during the nine months ended September 30, 2025 compared to $10,000 in gains during the nine months ended September 30, 2024. Other income was partially offset by a $9.2 million loss due to impairments of minority equity investments during the nine months ended September 30, 2025.
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Income Taxes
Income tax expense increased by $29.8 million or 22.2% to $163.9 million for the nine months ended September 30, 2025 compared to $134.1 million for the nine months ended September 30, 2024. The provision for income taxes includes U.S. federal, state, local, and foreign taxes. The effective tax rate for the nine months ended September 30, 2025 was approximately 22.8%, compared with 24.7% for the nine months ended September 30, 2024. 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, 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.

Effects of Inflation
While inflation may impact our revenues and operating expenses, we believe the effects of inflation, if any, on our results of operations and financial condition have not been significant during each of the three and nine months ended September 30, 2025 and 2024. However, there can be no assurance that our results of operations and financial condition will not be materially impacted by inflation in the future. See “— Trends and Other Factors Impacting Our Performance — Economic Environment ” above.

Liquidity and Capital Resources
Overview
Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs to meet operating expenses, debt service, acquisitions, other commitments and contractual obligations. We consider liquidity in terms of cash on hand, cash flows from operations and availability under the 2023 Revolving Credit Facility (as defined in “— Factors Influencing Our Liquidity and Capital Resources — Indebtedness ” below) and their sufficiency to fund our operating and investing activities.
Historically, we have generated significant cash flows from operations and have funded our business operations through cash on hand and cash flows from operations.
Our primary cash needs are for day to day operations, working capital requirements, clearing margin requirements, capital expenditures primarily for software and equipment, our expected dividend payments and our share repurchase program. In addition, we are obligated to make payments under the Tax Receivable Agreement.
We expect to fund our short and long-term liquidity requirements through cash and cash equivalents and cash flows from operations. While historically we have generated significant and adequate cash flows from operations, in the case of an unexpected event in the future or otherwise, we may fund our liquidity requirements through borrowings under the 2023 Revolving Credit Facility.
We believe that our projected cash position, cash flows from operations and, if necessary, borrowings under the 2023 Revolving Credit Facility, will be sufficient to fund our liquidity requirements for at least the next 12 months. However, our future liquidity requirements could be higher than we currently expect as a result of various factors. For example, any future investments, acquisitions, joint ventures or other similar transactions, which we consider from time to time, may reduce our cash balance or require additional capital. In addition, our ability to continue to meet our future liquidity requirements will depend on, among other things, our ability to achieve anticipated levels of revenues and cash flows from operations and our ability to manage costs and working capital successfully, all of which are subject to general economic, financial, competitive and other factors beyond our control. In the event we require any additional capital, it will take the form of equity or debt financing, or both, and there can be no assurance that we will be able to raise any such financing on terms acceptable to us or at all.
As of September 30, 2025 and December 31, 2024, we had cash and cash equivalents of approximately $1.9 billion and $1.3 billion, respectively. All cash and cash equivalents were held in accounts with financial institutions or money market funds such that the funds are immediately available or in fixed term deposits or investments with a maximum maturity of three months. See Item 3. “Quantitative and Qualitative Disclosures About Market Risk — Credit Risk.”
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Factors Influencing Our Liquidity and Capital Resources
Dividend Policy
Subject to legally available funds, we intend to pay quarterly cash dividends on our Class A common stock and Class B common stock equal to $0.12 per share. As discussed below, our ability to pay these quarterly cash dividends on our Class A common stock and Class B common stock will depend on distributions to us from TWM LLC.
The declaration, amount and payment of any dividends will be at the sole discretion of our board of directors and will depend on our and our subsidiaries’ results of operations, capital requirements, financial condition, business prospects, contractual restrictions, restrictions imposed by applicable laws and other factors that our board of directors deem relevant. Because we are a holding company and all of our business is conducted through our subsidiaries, we expect to pay dividends, if any, only from funds we receive from our subsidiaries. Accordingly, our ability to pay dividends to our stockholders is dependent on the earnings and distributions of funds from our subsidiaries. As the sole manager of TWM LLC, we intend to cause, and will rely on, TWM LLC to make distributions in respect of LLC Interests to fund our dividends. If TWM LLC is unable to cause these subsidiaries to make distributions, it may have inadequate funds to distribute to us and we may be unable to fund our dividends. In addition, when TWM LLC makes distributions to us, the other holders of LLC Interests will be entitled to receive proportionate distributions based on their economic interests in TWM LLC at the time of such distributions.
Our board of directors will periodically review the cash generated from our business and the capital expenditures required to finance our growth plans and determine whether to modify the amount of regular dividends and/or declare any periodic special dividends. Any future determination to change the amount of dividends and/or declare special dividends will be at the discretion of our board of directors and will be dependent upon then-existing conditions and other factors that our board of directors considers relevant.
Cash Dividends
On October 30, 2025, the board of directors of Tradeweb Markets Inc. declared a cash dividend of $0.12 per share of Class A common stock and Class B common stock for the fourth quarter of 2025. This dividend will be payable on December 15, 2025 to stockholders of record as of December 1, 2025.
In March, June, and September 2025, Tradeweb Markets Inc. paid quarterly cash dividends to holders of Class A common stock and Class B common stock in an aggregate amount totaling $76.8 million during the nine months ended September 30, 2025.
Cash Distributions
On October 30, 2025, Tradeweb Markets Inc., as the sole manager, approved a distribution by TWM LLC to its equityholders, including Tradeweb Markets Inc., in an aggregate amount of $108.1 million, as adjusted by required state and local tax withholdings that will be determined prior to the record date of December 1, 2025, payable on December 11, 2025.
In March, June, and September 2025, TWM LLC made quarterly cash distributions to its equityholders in an aggregate amount of $144.9 million during the nine months ended September 30, 2025, including distributions to Tradeweb Markets Inc. of $130.8 million and distributions to non-controlling interests of $14.2 million. The proceeds of the cash distributions were used by Tradeweb Markets Inc. to fund dividend payments, taxes and expenses.
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Share Repurchase Program
On December 5, 2022, the 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 our Class A common stock. The 2022 Share Repurchase Program authorizes the purchase of up to $300.0 million of our 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 our Class A common stock and other factors. The 2022 Share Repurchase Program does not require the Company to acquire a specific number of shares and may be suspended, amended or discontinued at any time. During the nine months ended September 30, 2025, the Company did not repurchase any shares pursuant to the 2022 Share Repurchase Program. As of September 30, 2025, a total of $179.9 million remained available for repurchase pursuant to the 2022 Share Repurchase Program.
Other Share Repurchases
In addition to the share repurchase programs discussed above, we may also withhold shares to cover the payroll tax withholding obligations upon the exercise of stock options and vesting of performance-based restricted stock units that vest based on the Company’s financial performance (“PRSUs”), restricted stock units (“RSUs”) and performance-based restricted stock units that vest based on market conditions (“PSUs”).
During the nine months ended September 30, 2025, the Company withheld 355,158 shares of common stock from employee stock option, PRSU and RSU awards, at an average price per share of $137.55 and an aggregate value of $48.9 million, based on the price of the Class A common stock on the date the relevant withholding occurred.
Tax Receivable Agreement
We are obligated to make payments under the Tax Receivable Agreement. See Note 7 – Tax Receivable Agreement to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional details regarding the requirements for these payments. Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, we expect the payments required will be significant. Any payments made by us under the Tax Receivable Agreement will generally reduce the amount of overall cash flows that might have otherwise been available to us or to TWM LLC. These payments will offset some of the tax benefits that we expect to realize as a result of the ownership structure of TWM LLC. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us. The first payment of the Tax Receivable Agreement was made in January 2021. As of September 30, 2025, total amounts due to Continuing LLC Owners under the Tax Receivable Agreement were $351.4 million, substantially all due to be paid over 15 years following the purchase of LLC Interests from Continuing LLC Owners or redemption or exchanges by Continuing LLC Owners of LLC Interests. As of September 30, 2025, we expect to make tax receivable agreement liability payments of approximately $37.9 million within the next 12 months and approximately $313.5 million thereafter.
In addition to these amounts above, our tax receivable agreement liability and future payments thereunder are expected to increase as we realize (or are deemed to realize) an increase in tax basis of TWM LLC’s assets resulting from any future purchases, redemptions or exchanges of LLC Interests from Continuing LLC Owners. We currently expect to fund these future tax receivable agreement liability payments from some of the realized cash tax savings as a result of this increase in tax basis.
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Indebtedness
As of September 30, 2025 and December 31, 2024, we had no outstanding indebtedness.
On November 21, 2023, TWM LLC entered into a five year, $500.0 million unsecured revolving credit facility (the “2023 Revolving Credit Facility”) with a syndicate of banks, which replaced its $500.0 million secured credit facility entered into on April 8, 2019. Subject to the satisfaction of certain conditions, we will be able to increase the 2023 Revolving Credit Facility by $250.0 million with the consent of the lenders participating in the increase. The 2023 Revolving Credit Facility provides borrowing capacity to be used to fund ongoing working capital needs, letters of credit and for general corporate purposes, including potential future acquisitions and expansions. As of September 30, 2025, there were $0.5 million in letters of credit issued and no borrowings outstanding under the 2023 Revolving Credit Facility. The 2023 Revolving Credit Facility will mature on November 21, 2028.
The credit agreement that governs the 2023 Revolving Credit Facility contains a number of covenants that, among other things and subject to certain exceptions, restrict the ability of (i) TWM LLC to merge or consolidate with other entities, (ii) the subsidiaries of TWM LLC to incur or guarantee indebtedness and (iii) TWM LLC and its subsidiaries to create or incur liens. As of September 30, 2025, we were in compliance with all the covenants set forth in the 2023 Revolving Credit Facility.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Factors Influencing Our Liquidity and Capital Resources – Indebtedness” in Part II of our 2023 Form 10-K for additional details regarding the terms, restrictions and covenants applicable to the 2023 Revolving Credit Facility.
Operating Lease Obligations
We currently have operating leases for corporate offices and data centers with initial lease terms ranging from one to 16 years. Our operating lease obligations are primarily related to rental payments under lease agreements for office space in the United States and the United Kingdom through May 2041.
As of September 30, 2025, our operating lease liabilities totaled $135.6 million, with payments pursuant to these obligations due within the next 12 months and thereafter totaling $14.9 million and $177.9 million, respectively.
Capital Expenditures
Our business also requires continued investment in our technology for product innovation, proprietary technology architecture, operational reliability and cybersecurity. We expect total cash paid for capital expenditures and software development costs for fiscal year 2025 to be between $99 million and $109 million, compared to expenditures of $88.9 million in fiscal year 2024, with the midpoint of our 2025 capital expenditure guidance up 17% versus fiscal year 2024 primarily due to capitalized one-time spend associated with our New York City corporate headquarters relocation. Excluding the 2024 and 2025 one-time spend, the mid-point growth is projected to be approximately 3% higher year over year.
As of September 30, 2025, we also had $5.0 million in unfunded capital commitments to our equity method investment.
Other Cash and Liquidity Requirements
Certain of our U.S. subsidiaries are registered as broker-dealers, SEFs, SBSEFs or introducing brokers and are subject to the applicable rules and regulations of the SEC and CFTC. These rules contain minimum net capital or other financial resource requirements, as defined in the applicable regulations. These rules may also require a significant part of the registrants’ assets be kept in relatively liquid form. Certain of our foreign subsidiaries are regulated by the Financial Conduct Authority in the UK, the Nederlandsche Bank in the Netherlands, the Japanese Financial Services Agency, the Japanese Securities Dealers Association and other foreign regulators, and must maintain financial resources, as defined in the applicable regulations, in excess of the applicable financial resources requirement. As of September 30, 2025 and December 31, 2024, each of our regulated subsidiaries had maintained sufficient net capital or financial resources to at least satisfy their minimum requirements, which in aggregate were $87.4 million and $83.0 million, respectively. We maintain capital balances in these subsidiaries in excess of our minimum requirements in order to satisfy working capital needs and to ensure that we have enough cash on hand to satisfy margin requirements and credit risk, including the excess capital expectations of our clients. The Fixed Income Clearing Corporation (“FICC”) and some of our clearing brokers require us to post collateral on unsettled positions, included within deposits with clearing organizations in our condensed consolidated statements of financial condition. Collateral amounts are marked to market on a daily basis, requiring us to pay or receive margin amounts as part of the daily funds settlement. Margin call requirements can vary significantly across periods based on daily market changes and may represent a significant and unpredictable use of our liquidity.
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At times, transactions executed on our wholesale platform fail to settle due to the inability of a transaction party to deliver or receive the transacted security. Until the failed transaction settles, we will recognize a receivable from (and a matching payable to) brokers and dealers and clearing organizations for the proceeds from the unsettled transaction. The impact on our liquidity and capital resources is minimal as receivables and payables for failed transactions are usually recognized simultaneously and predominantly offset. However, from time to time, we enter into repurchase and/or reverse repurchase agreements to facilitate the clearance of securities relating to fails to deliver or receive. We seek to manage credit exposure related to these agreements to repurchase (or reverse repurchase), including the risk related to a decline in market value of collateral (pledged or received), by entering into agreements to repurchase with overnight or short-term maturity dates and only entering into repurchase transactions with netting members of the FICC. The FICC operates a continuous net settlement system, whereby as trades are submitted and compared, the FICC becomes the counterparty.
We self-clear U.S. Treasury trades executed by non-FICC members on our wholesale trading platform. The number of self-cleared trades that settle over the fed wire, instead of FICC clearing, may impact the number of U.S. Treasury failed settlement transactions. As of September 30, 2025, we recorded a $91.6 million receivable and a $79.7 million payable from/to brokers and dealers and clearing organizations related to failed settlement transactions and we self-funded the remaining $12.0 million difference between the fail to deliver and fail to receive. All of the above failed settlement transactions outstanding as of September 30, 2025 were fully settled during October 2025. See below for further details regarding the changes to working capital as a result of these failed settlement transactions.
Working Capital
Working capital is defined as current assets minus current liabilities. Current assets consist of cash and cash equivalents, restricted cash, receivable from brokers and dealers and clearing organizations, deposits with clearing organizations, accounts receivable, receivable and due from affiliates and other current assets. Current liabilities consist of, as applicable, securities sold under agreements to repurchase, payable to brokers and dealers and clearing organizations, accrued compensation, deferred revenue, payable and due to affiliates, accounts payable, accrued expenses and other liabilities, lease liabilities and tax receivable agreement liability. Changes in working capital, which impact our cash flows provided by operating activities, can vary depending on factors such as delays in the collection of receivables, changes in our operating performance, changes in trading patterns, changes in client billing terms and other changes in the demand for our platforms and solutions.
Our working capital as of September 30, 2025 and December 31, 2024 was as follows:

September 30, December 31,
2025 2024

(dollars in thousands)
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 271,241  222,268 
Receivable and due from affiliates 547  8,094 
Current portion of other assets 73,330  43,163 
Total current assets 2,410,616  1,737,334 

Payable to brokers and dealers and clearing organizations 79,662  67,816 
Accrued compensation 211,000  222,959 
Deferred revenue 36,266  30,800 
Payable and due to affiliates 15,598  763 
Current portion of:
Accounts payable, accrued expenses and other liabilities 186,542  94,620 
Lease liabilities 11,059  11,963 
Tax receivable agreement liability 37,861  3,981 
Total current liabilities 577,988  432,902 
Total working capital $ 1,832,628  $ 1,304,432 

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Current Assets
Current assets increased to $2.4 billion as of September 30, 2025 from $1.7 billion as of December 31, 2024 primarily due to an increase in cash and cash equivalents due to our operating performance and the timing of collections of accounts receivable. See “— Cash Flows” below for further discussion of the change in cash and cash equivalents.
Current Liabilities
Current liabilities increased to $578.0 million as of September 30, 2025 from $432.9 million as of December 31, 2024 primarily due to an increase in current income taxes payable and an increase in the current portion of our tax receivable agreement liability.
See “— Other Cash and Liquidity Requirements ” above for a discussion on how capital requirements can impact our working capital.
Cash Flows
Our cash flows for the nine months ended September 30, 2025 and 2024 were as follows:

Nine Months Ended
September 30,
2025 2024

(dollars in thousands)
Net cash provided by operating activities $ 811,697  $ 615,716 
Net cash used in investing activities (91,725) (922,903)
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)

Operating Activities
Operating activities consist primarily of net income adjusted for noncash items that primarily include depreciation and amortization, stock-based compensation expense and deferred taxes and other income and changes in working capital. Cash flows from operating activities can fluctuate significantly from period-to-period as working capital needs and the timing of payments for accrued compensation (primarily in the first quarter) and other items impact reported cash flows.
Net cash provided by operating activities for the nine months ended September 30, 2025 was $811.7 million, an increase of $196.0 million over the nine months ended September 30, 2024, primarily driven by an increase in net income and net changes in working capital, partially offset by an increase in net cash used to self fund the clearing of payables to brokers and dealers and clearing organizations resulting from unsettled wholesale platform transactions.
Investing Activities
Investing activities consist primarily of software development costs, investments in technology hardware, purchases of equipment and other tangible assets, business acquisitions and investments.
Net cash used in investing activities was $91.7 million for the nine months ended September 30, 2025, which consisted of $47.1 million of capitalized software development costs, $38.4 million of cash paid for investments and $21.1 million of purchases of furniture, equipment, purchased software and leasehold improvements, partially offset by $15.0 million in cash received from the sale of Canton Coins. Net cash used in investing activities was $922.9 million for the nine months ended September 30, 2024, which consisted of $860.4 million of total net cash paid for the acquisitions of ICD and r8fin (net of cash acquired), $35.2 million of capitalized software development costs, $15.7 million of purchases of furniture, equipment, purchased software and leasehold improvements and $11.6 million of cash paid for investments.
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Financing Activities
Net cash used in financing activities for the nine months ended September 30, 2025 was $162.2 million, and was primarily driven by $76.8 million in cash dividends to our Class A and Class B common stockholders, $49.0 million in payroll tax payments for PRSUs and RSUs, $21.4 million in payments due under our Tax Receivable Agreement and $14.2 million in distributions to non-controlling interest holders. Net cash used in financing activities for the nine months ended September 30, 2024 was $229.9 million, and was primarily driven by $77.0 million in payments due under our Tax Receivable Agreement, $63.9 million in cash dividends to our Class A and Class B common stockholders, $39.8 million in payroll tax payments for options, PRSUs and RSUs, net of proceeds from the related stock-based compensation option exercises, $24.8 million in distributions to non-controlling interest holders and $24.4 million in share repurchases pursuant to the 2022 Share Repurchase Program.

Non-GAAP Financial Measures
Free Cash Flow
In addition to cash flow from operating activities presented in accordance with GAAP, we use Free Cash Flow, a non-GAAP measure, to measure liquidity. Free Cash Flow is defined as cash flow from operating activities less non-acquisition related expenditures for capitalized software development costs and furniture, equipment and leasehold improvements.
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.
Free Cash Flow has limitations as an analytical tool, and you should not consider Free Cash Flow in isolation or as an alternative to cash flow from operating activities or any other liquidity measure determined in accordance with GAAP. You are encouraged to evaluate each adjustment. In addition, in evaluating Free Cash Flow, you should be aware that in the future, we may incur expenditures similar to the adjustments in the presentation of Free Cash Flow. In addition, Free Cash Flow may not be comparable to similarly titled measures used by other companies in our industry or across different industries.
The table set forth below presents a reconciliation of our cash flow from operating activities to Free Cash Flow for the nine months ended September 30, 2025 and 2024:

Nine Months Ended
September 30,
2025 2024

(dollars in thousands)
Cash flow from operating activities $ 811,697  $ 615,716 
Less: Capitalization of software development costs (47,144) (35,182)
Less: Purchases of furniture, equipment and leasehold improvements (21,141) (15,729)
Free Cash Flow $ 743,412  $ 564,805 

Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted Net Income and Adjusted Diluted EPS
In addition to net income, net income margin and net income attributable to Tradeweb Markets Inc., each presented in accordance with GAAP, we present Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT and Adjusted EBIT margin as non-GAAP measures of our operating performance and Adjusted Net Income and Adjusted Net Income per diluted share (“Adjusted Diluted EPS”) as non-GAAP measures of our profitability.
Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT and Adjusted EBIT margin
Adjusted EBITDA is defined as net income before interest income, interest expense, provision for income taxes and depreciation and amortization, adjusted for the impact of certain other items, including merger and acquisition transaction and integration costs, certain stock-based compensation expense and related payroll taxes, tax receivable agreement liability adjustments, unrealized gains and losses from outstanding foreign currency forward contracts, gains and losses from the revaluation of foreign denominated cash and other income and loss.
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Adjusted EBIT is defined as net income before interest income, interest expense and provision for income taxes, adjusted for the impact of certain other items, including merger and acquisition transaction and integration costs, certain stock-based compensation expense and related payroll taxes, tax receivable agreement liability adjustments, depreciation and amortization related to acquisitions and the Refinitiv Transaction, unrealized gains and losses from outstanding foreign currency forward contracts, gains and losses from the revaluation of foreign denominated cash and other income and loss.
Net income margin is defined as net income, divided by revenue for the applicable period. Adjusted EBITDA margin and Adjusted EBIT margin are defined as Adjusted EBITDA and Adjusted EBIT, respectively, divided by revenue for the applicable period.
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. For example, we exclude non-cash stock-based compensation expense associated with the Special Option Award as defined in Note 2 – Significant Accounting Policies to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q and post-IPO options awarded in 2019 to management and other employees as well as payroll taxes associated with exercises of such options during the applicable period. The value of all previously issued options was fully expensed as of March 31, 2024, however we will continue to incur payroll tax expense as previously issued options are exercised by the holders. For applicable periods, we also exclude the incremental non-cash accelerated stock-based compensation expense and related payroll taxes associated with former and/or departing executive officers. We also exclude stock-based compensation expense associated with special equity awards granted to help ensure the retention of key employees during the integration of acquisitions. We believe it is useful to exclude these stock-based compensation expenses and, as applicable, associated payroll taxes because the amount of expense may not directly correlate to the underlying performance of our business and will vary across periods. In addition, we exclude the tax receivable agreement liability adjustments discussed below under “— Critical Accounting Policies and Estimates — Tax Receivable Agreement.” We believe it is useful to exclude the tax receivable agreement liability adjustment because the recognition of income during a period due to changes in the tax receivable agreement liability recorded in our condensed consolidated statements of financial condition as a result of changes in the mix of earnings, tax legislation and tax rates in various jurisdictions, or other factors that may impact our tax savings, may not directly correlate to the underlying performance of our business and will vary across periods. We also believe it is useful to exclude merger and acquisition transaction and integration costs as the incremental direct costs related to completed and potential acquisitions and related integrations are not indicative of our core ongoing operating performance. With respect to Adjusted EBIT and Adjusted EBIT margin, we believe it is useful to exclude the depreciation and amortization of tangible and intangible assets resulting from acquisitions and the application of pushdown accounting to the Refinitiv Transaction in order to facilitate a period-over-period comparison of our financial 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 is based in part on components of Adjusted EBITDA and Adjusted EBITDA margin.
Adjusted Net Income and Adjusted Diluted EPS
Adjusted Net Income is defined as net income attributable to Tradeweb Markets Inc. assuming the full exchange of all outstanding LLC Interests held by non-controlling interests for shares of Class A common stock or Class B common stock of Tradeweb Markets Inc., adjusted for certain stock-based compensation expense and related payroll taxes, tax receivable agreement liability adjustments, merger and acquisition transaction and integration costs, depreciation and amortization related to acquisitions and the Refinitiv Transaction, unrealized gains and losses from outstanding foreign currency forward contracts, gains and losses from the revaluation of foreign denominated cash and other income and loss. Adjusted Net Income also gives effect to certain tax related adjustments to reflect an assumed effective tax rate. 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.
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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. We exclude certain stock-based compensation expense and related payroll taxes, tax receivable agreement liability adjustments, merger and acquisition transaction and integration costs and acquisition and Refinitiv Transaction-related depreciation and amortization for the reasons described above. Each of the 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. In addition to excluding items that are non-recurring or may not be indicative of our ongoing operating performance, by assuming the full exchange of all outstanding LLC Interests held by non-controlling interests, we believe that Adjusted Net Income and Adjusted Diluted EPS for Tradeweb Markets Inc. facilitate comparisons with other companies that have different organizational and tax structures, as well as comparisons period over period, because it eliminates the effect of any changes in net income attributable to Tradeweb Markets Inc. driven by increases in our ownership of TWM LLC, which are unrelated to our operating performance.
Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted Net Income and Adjusted Diluted EPS have limitations as analytical tools, and you should not consider these non-GAAP financial measures in isolation or as alternatives to net income attributable to Tradeweb Markets Inc., net income, net income margin, operating income, gross margin, earnings per share or any other financial measure derived in accordance with GAAP. You are encouraged to evaluate each adjustment and, as applicable, the reasons we consider it appropriate for supplemental analysis. In addition, in evaluating Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted Net Income and Adjusted Diluted EPS you should be aware that in the future, we may incur expenses similar to the adjustments in the presentation of these non-GAAP financial measures. Our presentation of Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted Net Income and Adjusted Diluted EPS should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In addition, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted Net Income and Adjusted Diluted EPS may not be comparable to similarly titled measures used by other companies in our industry or across different industries.
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The table set forth below presents a reconciliation of net income and net income margin to Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT and Adjusted EBIT margin for 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)
Net income $ 210,549  $ 130,223  $ 554,376  $ 410,021 
Merger and acquisition transaction and integration costs (1)
466  14,488  6,734  21,752 
Interest income
(20,348) (16,663) (49,169) (59,234)
Interest expense
522  1,446  1,538  3,706 
Depreciation and amortization
64,351  57,872  190,098  157,145 
Stock-based compensation expense (2)
607  3,681  1,802  5,395 
Provision for income taxes
59,068  43,450  163,886  134,135 
Foreign exchange (gains) / losses (3)
(1,372) 4,459  17,579  2,097 
Tax receivable agreement liability adjustment (4)
—  870  —  870 
Other (income) loss, net
(39,420) (10) (56,306) (10)
Adjusted EBITDA
$ 274,423  $ 239,816  $ 830,538  $ 675,877 
Less: Depreciation and amortization
(64,351) (57,872) (190,098) (157,145)
Add: D&A related to acquisitions and the Refinitiv Transaction (5)
45,474  41,949  136,421  111,031 
Adjusted EBIT
$ 255,546  $ 223,893  $ 776,861  $ 629,763 
Net income margin
41.4  % 29.0  % 36.2  % 32.5  %
Adjusted EBITDA margin
54.0  % 53.4  % 54.2  % 53.5  %
Adjusted EBIT margin
50.2  % 49.9  % 50.7  % 49.9  %

(1) Represents incremental direct costs associated with the acquisition and integration of completed and potential mergers and acquisitions. These costs generally include legal, consulting, advisory, due diligence, severance and certain other transaction expenses and third party costs incurred that directly relate to the acquisition transaction or its integration.
(2) Represents non-cash stock-based compensation expense associated with the Special Option Award and post-IPO options awarded in 2019 and payroll taxes associated with the exercise of such options. During the three and nine months ended September 30, 2025 and 2024, this adjustment also includes $0.6 million, $1.8 million, $0.4 million and $0.4 million, respectively, of non-cash stock-based compensation expense and related payroll taxes associated with RSAs and RSUs issued to help retain key ICD employees during the integration of ICD. During the three and nine months ended September 30, 2024, this adjustment also includes $2.4 million and $2.7 million, respectively, of non-cash accelerated stock-based compensation expense and related payroll taxes associated with our former President.
(3) Represents unrealized gain or loss recognized on foreign currency forward contracts and foreign exchange gain or loss from the revaluation of cash denominated in a different currency than the entity’s functional currency.
(4) Represents income recognized during the applicable period due to changes in the tax receivable agreement liability recorded in the consolidated statements of financial condition as a result of, as applicable, changes in the mix of earnings, tax legislation and tax rates in various jurisdictions which impacted our tax savings.
(5) Represents intangible asset and acquired software amortization resulting from acquisitions and intangible asset amortization and increased tangible asset and capitalized software depreciation and amortization resulting from the application of pushdown accounting to the Refinitiv Transaction (where all assets were marked to fair value as of the closing date of the Refinitiv Transaction).

Three Months Ended Nine Months Ended
September 30, September 30,
2025 2024 Basis Point Change Constant Currency Basis Point Change (1)
2025 2024 Basis Point Change Constant Currency Basis Point Change (1)

Adjusted EBITDA margin 54.0  % 53.4  % +54 bps +30 bps 54.2  % 53.5  % +71 bps +70 bps
Adjusted EBIT margin 50.2  % 49.9  % +37 bps +8 bps 50.7  % 49.9  % +86 bps +83 bps

(1) The changes in Adjusted EBITDA margin and Adjusted EBIT margin, both on a constant currency basis, are non-GAAP financial measures, and are defined as the changes in Adjusted EBITDA margin and Adjusted EBIT margin excluding the effects of foreign currency fluctuations. Adjusted EBITDA margin and Adjusted EBIT margin excluding the effects of foreign currency fluctuations are calculated by translating the current period and prior period’s results using the annual average exchange rates for the prior period. We use the changes in Adjusted EBITDA margin and Adjusted EBIT margin on a constant currency basis as supplemental metrics to evaluate our underlying margin performance between periods by removing the impact of foreign currency fluctuations. We believe that providing changes in Adjusted EBITDA margin and Adjusted EBIT margin on a constant currency basis provide useful comparisons of our Adjusted EBITDA margin and Adjusted EBIT margin and trends between periods.
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The table set forth below presents a reconciliation of net income attributable to Tradeweb Markets Inc. and net income, as applicable, to Adjusted Net Income and Adjusted Diluted EPS for 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, except per share amounts)
Earnings per diluted share
$ 0.86  $ 0.53  $ 2.27  $ 1.67 
Net income attributable to Tradeweb Markets Inc.
$ 185,636  $ 113,916  $ 487,800  $ 359,297 
Net income attributable to non-controlling interests (1)
24,913  16,307  66,576  50,724 
Net income
210,549  130,223  554,376  410,021 
Provision for income taxes
59,068  43,450  163,886  134,135 
Merger and acquisition transaction and integration costs (2)
466  14,488  6,734  21,752 
D&A related to acquisitions and the Refinitiv Transaction (3)
45,474  41,949  136,421  111,031 
Stock-based compensation expense (4)
607  3,681  1,802  5,395 
Foreign exchange (gains) / losses (5)
(1,372) 4,459  17,579  2,097 
Tax receivable agreement liability adjustment (6)
—  870  —  870 
Other (income) loss, net
(39,420) (10) (56,306) (10)
Adjusted Net Income before income taxes
275,372  239,110  824,492  685,291 
Adjusted income taxes (7)
(68,843) (59,778) (206,123) (171,323)
Adjusted Net Income
$ 206,529  $ 179,332  $ 618,369  $ 513,968 
Adjusted Diluted EPS (8)
$ 0.87  $ 0.75  $ 2.60  $ 2.16 

(1) Represents the reallocation of net income attributable to non-controlling interests from the assumed exchange of all outstanding LLC Interests held by non-controlling interests for shares of Class A or Class B common stock.
(2) Represents incremental direct costs associated with the acquisition and integration of completed and potential mergers and acquisitions. These costs generally include legal, consulting, advisory, due diligence, severance and certain other transaction expenses and third party costs incurred that directly relate to the acquisition transaction or its integration.
(3) Represents intangible asset and acquired software amortization resulting from acquisitions and intangible asset amortization and increased tangible asset and capitalized software depreciation and amortization resulting from the application of pushdown accounting to the Refinitiv Transaction (where all assets were marked to fair value as of the closing date of the Refinitiv Transaction).
(4) Represents non-cash stock-based compensation expense associated with the Special Option Award and post-IPO options awarded in 2019 and payroll taxes associated with the exercise of such options. During the three and nine months ended September 30, 2025 and 2024, this adjustment also includes $0.6 million, $1.8 million, $0.4 million and $0.4 million, respectively, of non-cash stock-based compensation expense and related payroll taxes associated with RSAs and RSUs issued to help retain key ICD employees during the integration of ICD. During the three and nine months ended September 30, 2024, this adjustment also includes $2.4 million and $2.7 million, respectively, of non-cash accelerated stock-based compensation expense and related payroll taxes associated with our former President.
(5) Represents unrealized gain or loss recognized on foreign currency forward contracts and foreign exchange gain or loss from the revaluation of cash denominated in a different currency than the entity’s functional currency.
(6) Represents income recognized during the applicable period due to changes in the tax receivable agreement liability recorded in the consolidated statements of financial condition as a result of, as applicable, changes in the mix of earnings, tax legislation and tax rates in various jurisdictions which impacted our tax savings.
(7) Represents corporate income taxes at an assumed effective tax rate of 25.0% applied to Adjusted Net Income before income taxes for each of the three and nine months ended September 30, 2025 and 2024.
(8) For a summary of the calculation of Adjusted Diluted EPS, see “Reconciliation of Diluted Weighted Average Shares Outstanding to Adjusted Diluted Weighted Average Shares Outstanding and Adjusted Diluted EPS” below.
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The following table summarizes the calculation of Adjusted Diluted EPS for the three and nine months ended September 30, 2025 and 2024:

Reconciliation of Diluted Weighted Average Shares Outstanding to Adjusted Diluted Weighted Average Shares Outstanding and Adjusted Diluted EPS Three Months Ended Nine Months Ended
September 30, September 30,
2025 2024 2025 2024

Diluted weighted average shares of Class A and Class B common stock outstanding
214,983,486  215,096,974  214,951,279  214,885,210 
Weighted average of other participating securities (1)
159,088  126,903  165,713  137,252 
Assumed exchange of LLC Interests for shares of Class A or Class B common stock (2)
23,062,320  23,076,235  23,065,139  23,077,298 
Adjusted diluted weighted average shares outstanding
238,204,894  238,300,112  238,182,131  238,099,760 
Adjusted Net Income (in thousands)
$ 206,529  $ 179,332  $ 618,369  $ 513,968 
Adjusted Diluted EPS
$ 0.87  $ 0.75  $ 2.60  $ 2.16 

(1) Represents the weighted average of unvested stock awards and unsettled vested stock awards issued to certain retired or terminated employees that are entitled to non-forfeitable dividend equivalent rights and are considered participating securities prior to being issued and outstanding shares of common stock in accordance with the two-class method used for purposes of calculating earnings per share. See Note 2 – Significant Accounting Policies to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for a discussion of the two-class method.
(2) Assumes the full excha nge of the weighted average of all outstanding LLC Interests held by non-controlling interests for shares of Class A or Class B common stock, resulting in the elimination of the non-controlling interests and recognition of the net income attributable to non-controlling interests.

Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP which requires us to make estimates and assumptions about future events that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. These estimates and assumptions are based on judgment and the best available information at the time. Management bases its estimates on historical experience, observance of trends in particular areas, information available from outside sources and various other assumptions that are believed to be reasonable under the circumstances. Information from these sources form the basis for making judgments about the carrying values of assets and liabilities that may not be readily apparent from other sources. Therefore, actual results could differ materially from those estimates. Management evaluates its accounting policies, estimates and judgments on an on-going basis.
Management evaluated the development and selection of its critical accounting policies and estimates and believes that the following policies are most critical to the portrayal of our financial condition and results of operations, and that require our most difficult, subjective or complex judgments in estimating the effect of inherent uncertainties. Our most critical policies and estimates include revenue recognition, stock-based compensation, current and deferred income taxes and the tax receivable agreement liability. With respect to critical accounting policies and estimates, even a relatively minor variance between actual and expected experience can potentially have a materially favorable or unfavorable impact on subsequent results of operations. More information on all of our significant accounting policies can be found in Note 2 – Significant Accounting Policies to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Revenue Recognition
We enter into contracts with our clients to provide a stand-ready connection to our electronic marketplaces, which facilitates the execution of trades by our clients. The access to our electronic marketplaces includes market data and continuous pricing data refreshes and the processing and reporting of trades thereon, which are highly interrelated services. The stand-ready connection to our electronic marketplaces is considered a single performance obligation satisfied over time as the client simultaneously receives and consumes the benefit from our 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.
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For our services, we may earn subscription fees for granting access to our electronic marketplaces. We may also earn transaction fees and/or commissions from transactions executed on our trading platforms, including the basis point commissions earned on the monthly ADB of money market fund investments made through our ICD Portal and commission revenue from electronic and voice brokerage transacted 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. Fixed monthly transaction fees and commissions or monthly transaction fee and commission minimums are generally earned on a monthly basis in the period the stand-ready trading services are provided. 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. Variable commission revenue based upon a clients’ ADB invested in money market funds during a calendar month is recorded monthly. Variable discounts or rebates on transaction fees and commissions are generally earned and applied monthly or quarterly, are resolved within the same reporting period and are recorded as a reduction to revenue in the period the relevant trades occur.
We earn fees from LSEG relating to the sale of market data to LSEG, which distributes that data. Included in these fees 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 contact period, as the data is provided, and fees for historical data sets which are recognized when the historical data set is provided to LSEG.
We are required to make significant judgments for the LSEG market data fees. Significant judgments used in accounting for this contract include the following determinations:
• The provision of real-time market data feeds and historical data sets are distinct performance obligations.
• The performance obligations under this contract are recognized over time from the initial delivery of the data feeds until the end of the contract term or at a point in time upon delivery of each historical data set.
• The transaction prices for the performance obligations were determined by using an adjusted market assessment analysis. Inputs in this analysis included publicly available price lists for data sets provided by other companies, planned internal pricing strategies and other market data points and adjustments obtained through consultations with market data industry experts regarding estimating a standalone selling price for each performance obligation.
During each of the three and nine months ended September 30, 2025 and 2024, there were no material changes in the methodology or assumptions used to determine the LSEG market data fees.
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.
For PSUs, the Company recognizes stock-based compensation 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, which represents a significant accounting estimate given the significant level of estimation uncertainty relating to the selection of valuation assumptions required for the valuation. The significant assumptions used to estimate the fair value of the PSUs 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. On March 17, 2025, we granted 65,532 PSUs with a grant date fair value totaling $14.2 million, which will be amortized into expense on a straight-line basis through December 31, 2027. The significant assumptions used in determining the grant date fair value of the award were a maturity of 2.8 years, annualized volatility of 25.04% and a risk-free interest rate of 3.95%. A change in any of the assumptions used to value these awards could materially affect stock-based compensation expense recorded in the current and future periods. During each of the three and nine months ended September 30, 2025 and 2024, there were no material changes in the methodology or assumptions used to determine the valuation of our annual PSU grants.
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For PRSUs, the Company recognizes stock-based compensation based on the fair market value of our Class A common stock at the grant date and an estimate of the number of shares included in expense each period is based on management’s estimate of the probable final performance modifier for those grants, with such estimate updated each period until the performance modifier is finalized. For PRSUs granted during 2025 and 2024, 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 and the performance modifier can vary between 0% (minimum) and 250% (maximum) of the target (100%) award amount. As of September 30, 2025, a 10% decrease in the estimated final share payouts would decrease the total expense recognized for these awards for both the three and nine months ended September 30, 2025 by approximately $3.4 million.
Income Taxes
Tradeweb Markets Inc. 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 to us. TWM LLC records taxes for conducting business in certain state, local and foreign jurisdictions and records U.S. federal taxes for subsidiaries that are taxed as corporations for U.S. tax purposes. We currently record 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 and measure the deferred taxes using the enacted tax rates and laws that will be in effect when such temporary differences are expected to reverse. The measurement of deferred taxes often involves the exercise of significant judgment related to the realization of tax basis. Our deferred tax assets and liabilities reflect our assessment that tax positions taken in filed tax returns and the resulting tax basis are more likely than not to be sustained if they are audited by taxing authorities. Assessing tax rates that we expect to apply and determining the years when the temporary differences are expected to affect taxable income requires judgment about the future apportionment of our income among the jurisdictions in which we operate. Any changes in our practices or judgments involved in the measurement of deferred tax assets and liabilities could materially impact our financial condition or results of operations.
In connection with recording deferred tax assets and liabilities, we record valuation allowances when we believe that it is more likely than not that the Company will not be able to realize its deferred tax assets in the future. We evaluate our deferred tax assets quarterly to determine whether adjustments to our valuation allowance are appropriate in light of changes in facts or circumstances, such as changes in tax law, interactions with taxing authorities and developments in case law. In making this evaluation, we rely on our recent history of pre-tax earnings, our forecasts of future earnings and the nature and timing of future deductions and benefits represented by the deferred tax assets, all of which involve the exercise of significant judgment. As of both September 30, 2025 and December 31, 2024, we had a $1.7 million valuation allowance established on our deferred tax assets. If forecasts of future earnings and the nature and estimated timing of future deductions and benefits change in the future, we may determine that existing valuation allowances must be revised or new valuation allowances created, any of which could materially impact our financial condition or results of operations. See Note 6 – Income Taxes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
We recognize interest and penalties related to unrecognized tax benefits within the provision for income taxes in our condensed consolidated statements of income. Accrued interest and penalties are included within accounts payable, accrued expenses and other liabilities in our condensed consolidated statements of financial condition. A U.S. shareholder of a controlled foreign corporation (“CFC”) is required to include in income, as a deemed dividend, the global intangible low-taxed income (“GILTI”) of the CFC. We have elected to treat taxes due on future U.S. inclusions in taxable income of GILTI as a current period expense when incurred.
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Tax Receivable Agreement
Tradeweb Markets Inc. entered into a Tax Receivable Agreement with TWM LLC and the Continuing LLC Owners which provides for the payment by Tradeweb Markets Inc. 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 Tradeweb Markets Inc. 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, the October 2019 and April 2020 follow-on offerings and any future offering 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 Tradeweb Markets Inc. making payments under the Tax Receivable Agreement. Substantially all payments due under the Tax Receivable Agreement are payable over the 15 years following the purchase of LLC Interests from Continuing LLC Owners or redemption or exchanges by Continuing LLC Owners of LLC Interests. The timing of the payments over the 15 year period is dependent upon our annual taxable income over the same period. In determining the estimated timing of payments, the current year’s taxable income is used to extrapolate an estimate of future taxable income. This requires significant judgment relating to projecting future earnings, the geographic mix of those earnings and the timing of deferred taxes becoming current.
The impact of any changes in the total projected obligations recorded under the Tax Receivable Agreement as a result of actual changes in the geographic mix of our earnings, changes in tax legislation and tax rates or other factors that may impact our actual tax savings realized will be reflected in income before taxes in the period in which the change occurs.
Recent Accounting Pronouncements
See Note 2 – Significant Accounting Policies to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency and Derivative Risk
We have global operations and substantial portions of our revenues, expenses, assets and liabilities are generated and denominated in non-U.S. dollar currencies.
The following table shows the percentage breakdown of our revenue and operating expenses denominated in currencies other than the U.S. dollar for 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
% of revenue denominated in foreign currencies (1)
31% 28% 30% 30%
% of operating expenses denominated in foreign currencies (2)
16% 14% 16% 16%

(1) Revenue in foreign currencies is primarily denominated in euros.
(2) Operating expenses in foreign currencies are primarily denominated in British pounds sterling.
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. Realized and unrealized gains/losses from foreign currency remeasurement of transactions in nonfunctional currencies recognized in the condensed consolidated statements of income within general and administrative expense 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 our condensed consolidated financial statements are presented in U.S. dollars, we also translate 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. Accordingly, increases or decreases in the value of the U.S. dollar against the other currencies will affect our operating revenues, operating income and the value of balance sheet items.
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Aside from U.S. dollars, a significant portion of our revenues are denominated in euros and a significant portion of our expenses are denominated in British pound sterling. The following table shows the average foreign currency exchange rates to the U.S. dollar for 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
Euros $ 1.17  $ 1.10  $ 1.12  $ 1.09 
British pound sterling $ 1.35  $ 1.30  $ 1.31  $ 1.28 

The following table shows the change in revenue and operating income caused by fluctuations in foreign currency rates used in translation during the three and nine months ended September 30, 2025 and 2024:

Three Months Ended Nine Months Ended
Impact of Foreign Currency Rate Fluctuations (dollars in thousands) September 30, September 30,
2025 2024 2025 2024
Increase (decrease) in revenue $ 10,400  $ 1,300  $ 12,900  $ 300 
Increase (decrease) in operating income $ 8,200  $ 100  $ 10,000  $ (1,700)

The following table shows the impact a hypothetical 10% increase or decrease in the U.S. dollar against all other currencies and a hypothetical 10% increase or decrease in only euro or only British pound sterling exchange rates would have on the translation of actual revenue and operating income for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended Nine Months Ended
Hypothetical 10% Change in Value of U.S. Dollar (dollars in thousands) September 30, September 30,
2025 2024 2025 2024
All currencies
Effect of 10% change on revenue +/- $ 17,400  +/- $ 14,200  +/- $ 51,900  +/- $ 40,700 
Effect of 10% change on operating income +/-
$ 12,000  +/-
$ 9,700  +/- $ 36,400  +/- $ 27,700 
Euros
Effect of 10% change on revenue +/- $ 15,200  +/- $ 12,100  +/- $ 45,300  +/- $ 35,500 
Effect of 10% change on operating income +/- $ 14,800  +/- $ 11,800  +/- $ 44,100  +/- $ 34,400 
British pound sterling
Effect of 10% change on revenue +/- $ 800  +/- $ 900  +/- $ 2,500  +/- $ 1,900 
Effect of 10% change on operating income +/- $ 3,000  +/- $ 2,300  +/- $ 8,800  +/- $ 7,500 

We have derivative risk relating to our foreign exchange derivative contracts. We enter into foreign currency forward contracts to mitigate our U.S. dollar and British pound sterling versus euro exposure, generally with a duration of not more than 12 months. We do not use derivative instruments for trading or speculative purposes. As of September 30, 2025 and December 31, 2024, the notional amount of our foreign currency forward contracts was $328.3 million and $238.2 million, respectively. 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.
By using derivative instruments to hedge exposures to foreign currency fluctuations, we are exposed to credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, we are not exposed to the counterparty’s credit risk in those circumstances. We attempt to minimize counterparty credit risk in derivative instruments by entering into transactions with high-quality counterparties whose credit rating is at least upper-medium investment grade. As of September 30, 2025 and December 31, 2024 , the counterparty on each of the foreign exchange derivative contracts was an affiliate of LSEG.
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Credit Risk
Cash and cash equivalents includes cash and highly liquid investments held by a limited number of global financial institutions, including cash amounts in excess of federally insured limits. To mitigate this concentration of credit risk, the Company invests through high-credit-quality financial institutions, monitors the concentration of credit exposure of investments with any single obligor and diversifies as determined appropriate.
We have credit risk relating to our receivables, which are primarily receivables from financial institutions, including investment managers and brokers and dealers and our investments in available-for-sale debt securities. As of September 30, 2025 and December 31, 2024 , the allowance for credit losses with regard to these receivables totaled $0.3 million and $0.4 million, respectively. There was no allowance for credit losses recorded on available-for-sale debt securities as of September 30, 2025 and December 31, 2024.
In the normal course of our business we, as an agent, execute transactions with, and on behalf of, other brokers and dealers. If these transactions do not settle because of failure to perform by either counterparty, we may be obligated to discharge the obligation of the non-performing party and, as a result, may incur a loss if the market value of the instrument is different than the contractual amount. This credit risk exposure can be directly impacted by volatile trading markets, as our clients may be unable to satisfy their contractual obligations during volatile trading markets.
Additionally, in the normal course of business, the Company, as an introducing broker, executes transactions on behalf of or with clients of the Company, which are cleared by a clearing broker. As between the Company and the clearing broker, the Company is responsible for losses that may result from the clearing broker’s rejection, reversal or cancellation of a transaction.
Our policy is to monitor our market exposure and counterparty risk. Counterparties are evaluated for creditworthiness and risk assessment prior to our initiating contract activities. The counterparties’ creditworthiness is then monitored on an ongoing basis, and credit levels are reviewed to ensure that there is not an inappropriate concentration of credit outstanding to any particular counterparty.

ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management has evaluated, under the supervision of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), the effectiveness of our disclosure controls and procedures, as defined in Rule 13a‑15(e) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10‑Q. Based on that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10‑Q are effective at a reasonable assurance level in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures will prevent or detect all errors and all fraud. While our disclosure controls and procedures are designed to provide reasonable assurance of their effectiveness, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Changes in Internal Control over Financial Reporting
There were no changes to our internal control over financial reporting during the quarter ended September 30, 2025 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
Except as set forth in Note 13 to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, there have been no material changes from the legal proceedings previously disclosed under the heading “Item 3. Legal Proceedings” in Part I of our 2024 Form 10-K.

ITEM 1A. RISK FACTORS
There have been no material changes to our principal risks that we believe are material to our business, results of operations and financial condition, from the risk factors previously disclosed in “Item 1A. Risk Factors” in Part I of our 2024 Form 10-K .

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
Not applicable.
Issuer Purchases of Equity Securities
During the three months ended September 30, 2025, we did not repurchase any securities pursuant to the 2022 Share Repurchase Program.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5. OTHER INFORMATION
(a) None.
(b) None.
(c) Securities Trading Plans of Executive Officers and Director s
During the three months ended September 30, 2025, none of our directors or executive officers adopted , modified or terminated a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, as defined in Item 408 of Regulation S-K (“Rule 10b5-1 trading arrangements”) or a non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K).

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ITEM 6. EXHIBITS

Exhibit Number Description of Exhibit

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

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

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

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

101.INS* XBRL Instance Document.

101.SCH* Inline XBRL Taxonomy Extension Schema Document.

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 Cover page formatted as Inline XBRL and contained in Exhibit 101.

 * Filed herewith.

 **
Furnished herewith.

† Indicates a management contract or compensatory plan or arrangement.

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Table of Contents

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

TRADEWEB MARKETS INC.

October 30, 2025 /s/ William Hult
By: William Hult
Chief Executive Officer (Principal Executive Officer)

October 30, 2025 /s/ Sara Furber

By: Sara Furber
Chief Financial Officer (Principal Financial Officer)

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