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Tradeweb Markets Inc.

Tradeweb Markets Inc.TWEarnings & Financial Report

Nasdaq · Financials · Security & Commodity Brokers, Dealers, Exchanges & Services

Tradeweb Markets Inc., headquartered in New York City, operates electronic trading platforms primarily used by institutional investors to trade fixed income products, ETFs, and derivatives. It has over 3,000 customers including banks, asset managers, central banks, pension funds, and insurance companies. In 2024, 83% of the company's revenue was from transaction fees and commissions and 17% was from subscription fees. In 2024, 52% of revenue came from products related to rates, 27% of revenue...

What changed in Tradeweb Markets Inc.'s 10-K — 2023 vs 2024

Top changes in Tradeweb Markets Inc.'s 2024 10-K

722 paragraphs added · 610 removed · 526 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

167 edited+77 added−42 removed133 unchanged
We have significant scale and breadth across our platforms, which position us well to take advantage of favorable market dynamics when introducing new products or solutions or entering into new markets.
We have significant scale and breadth across our platforms, which position us well to take advantage of favorable market dynamics when entering into new markets or introducing new products or solutions.
Our post-trade solutions allow clients to allocate their electronic or phone-executed trades electronically, including storing and communicating organizational and sub-account settlement, identity and confirmation preference information for processing trades. Our post-trade solutions also make it easier for clients to communicate trade settlement information to dealers, prime brokers, fund administrators and confirmation vendors.
Our post-trade solutions also allow clients to allocate their electronic or phone-executed trades electronically, including storing and communicating organizational and sub-account settlement, identity and confirmation preference information for processing trades. Our post-trade solutions make it easier for clients to communicate trade settlement information to dealers, prime brokers, fund administrators and confirmation vendors.
The CFTC is the federal agency primarily responsible for the administration of federal laws governing activities relating to futures, swaps and other derivatives (but excluding security-based swaps) including the adoption of rules applicable to SEFs.
The CFTC is the federal agency primarily responsible for the administration of federal laws governing activities relating to futures, swaps and other derivatives (but excluding security-based swaps) including the adoption and administration of rules applicable to SEFs.
Tradeweb Automated Intelligent Execution, or AiEX, is an innovative automated trading technology that allows clients to execute large volumes of trade tickets at a high speed using pre-programmed execution rules that are tailored to the client’s trading strategy. Clients use AiEX to efficiently automate high volumes of small, basic trades to free up time and create capacity.
Tradeweb Automated Intelligent Execution, or AiEX, is an innovative automated trading technology that allows clients to execute large volumes of trade tickets at a high speed using pre-programmed execution rules that are tailored to the client’s trading strategy. Clients use AiEX to efficiently automate high volumes of small, basic trades to free up more time and create capacity.
The breadth of our network, products, global presence and embedded scalable technology offers us unique insights and an established platform to swiftly enter additional markets and offer new value-added solutions. This is supported by more than 25 years of successful innovation and long trusted relationships with our clients.
The breadth of our network, diversity of our products and clients, global presence and embedded scalable technology offers us unique insights and an established platform to swiftly enter additional markets and offer new value-added solutions. This is supported by more than 25 years of successful innovation and long trusted relationships with our clients.
As part of that commitment, during 2020, we established an ESG Steering Committee comprised of senior level executives covering major business directives across the company. The ESG Steering Committee is an advisory board assembled to guide our focus, and ensure delivery on our thoughtful approach to integrating our ESG strategy into our business and operations.
As part of that commitment, during 2020, we established an ESG Steering Committee comprised of senior level executives covering major business directives across the company. The ESG Steering Committee is an advisory board assembled to guide our focus, and ensure delivery on our thoughtful approach to integrating our sustainability strategy into our business and operations.
The Tradeweb compression tool is flexible and versatile in design allowing clients to adapt the tool to their workflow and customize for non-standard/bespoke swaps. • Blast all-to-all. Our Blast all-to-all, or A2A, protocol allows clients to send RFQ trade inquiries to all market participants in a given market and receive responses for executions.
The compression tool is flexible and versatile in design, allowing clients to adapt the tool to their workflow and customize for non-standard or bespoke swaps. • Blast all-to-all. Our Blast all-to-all, or A2A, protocol allows clients to send RFQ trade inquiries to all market participants in a given market and receive responses for executions.
Although the final rule was more limited in scope than the initial rule proposal, this central clearing mandate will impact certain market participants who do not clear today, and some have expressed concerns about the potential impact of additional clearing costs that may impact liquidity.
Although the final rule was more limited in scope than the proposal, this central clearing mandate will impact certain market participants who do not clear today, and some have expressed concerns about the potential impact of additional clearing costs that may impact liquidity.
We expect to continue to leverage our success to expand into new products, asset classes and geographies, while growing our powerful network of clients. While our cornerstone products continue to be some of the first products we launched, including U.S.
We expect to continue to leverage our success to expand into new products, services, asset classes and geographies, while growing our powerful network of clients. While our cornerstone products continue to be some of the first products we launched, including U.S.
As larger, full service inter-dealer brokers have consolidated, numerous boutique firms and alternative electronic start-ups are attempting to capture select markets. • EMS and OMS providers: There are various providers of execution management services (“EMS”) and order management services (“OMS”) that have announced plans to offer aggregation of trading venue liquidity, as well as direct-to-dealer fully electronic trading solutions. • Single-bank systems : Major global and regional investment and commercial banks offer institutional clients electronic trade execution through proprietary trading systems.
As larger, full service inter-dealer brokers have consolidated, numerous boutique firms and alternative electronic start-ups are attempting to capture select markets. • EMS and OMS providers: There are various providers of execution management services (“EMS”) and order management services (“OMS”) that offer direct-to-dealer fully electronic trading solutions as well as aggregation of trading venue liquidity. • Single-bank systems : Major global and regional investment and commercial banks offer institutional clients electronic trade execution through proprietary trading systems.
We expect our existing clients to trade more volume on our trading venues and to attract new users to our already powerful network, as liquidity on our marketplaces continues to grow and we offer more products and value-added solutions.
We expect our existing clients to continue to trade more volume on our trading venues and to attract new users to our already powerful network, as liquidity on our marketplaces continues to grow and we offer more products and value-added solutions.
Given the breadth of expertise of our sales people and management, we have the ability to focus on new client opportunities and on selling additional solutions to existing clients. 14 Table of Contents In addition, we believe our business model is well suited to serve market participants in other asset classes and geographies where our guiding principles can continue to transform markets and broaden our reach and we expect to grow our emerging markets footprint moving forward.
Given the breadth of expertise of our sales people and management, we have the ability to focus on new client opportunities and on selling additional solutions to existing clients. 14 Table of Contents We also believe our business model is well suited to serve market participants in other asset classes and geographies where our guiding principles can continue to transform markets and broaden our reach and we expect to grow our emerging markets footprint moving forward.
We make architectural, design and implementation choices to structurally address security risks, such as logical and physical access controls, perimeter firewall protection and embedded security processes in our systems development lifecycle. Our cyber security program is based on a combination of ISO/ICE 27001 principles, the National Institute of Standards and Technology Cybersecurity Framework and industry best practices.
We make architectural, design and implementation choices to structurally address security risks, such as logical and physical access controls, perimeter firewall protection and embedded security processes in our systems development lifecycle. Our cyber security program is based on a combination of ISO/ICE 27001 principles, the National Institute of Standards and Technology Cybersecurity Framework, regulatory mandates and industry best practices.
Our directed streams protocol, which is currently used by our wholesale clients in the On-The-Run U.S. Treasury marketplace, gives clients an efficient alternative to traditional voice and order book trading. Liquidity-taking and liquidity-providing clients can establish data-driven, customized bilateral trading relationships that deliver real-time price discovery and high quality execution.
Our Bilateral Firm Streams protocol, which is currently used by our wholesale clients in the On-The-Run U.S. Treasury marketplace, gives clients an efficient alternative to traditional voice and order book trading. Liquidity-taking and liquidity-providing clients can establish data-driven, customized bilateral trading relationships that deliver real-time price discovery and high quality execution.
Our marketplaces generate valuable data, processing on average over 130,000 trades and significantly more pre-trade price updates daily, that we collect centrally and use as inputs to our pre-trade indicative pricing and analytics. We maintain a full history of inquiries and transactions, which means, for example, we have over 25 years of U.S. Treasury data.
Our marketplaces generate valuable data, processing on average over 150,000 trades and significantly more pre-trade price updates daily, that we collect centrally and use as inputs to our pre-trade indicative pricing and analytics. We maintain a full history of inquiries and transactions, which means, for example, we have over 25 years of U.S. Treasury data.
As registered trading platforms, broker-dealers, introducing brokers and other types of regulated entities as described below, certain of our subsidiaries are subject to laws, rules and regulations (including the rules of self-regulatory organizations) that cover all aspects of their business, including manner of operation, system integrity, anti-money laundering and financial crimes, handling of material non-public information, safeguarding data, capital requirements, reporting, record retention, market access, licensing of employees and the conduct of officers, employees and other associated persons.
As registered trading platforms, broker-dealers, introducing brokers and other types of regulated entities as described below, certain of our subsidiaries are subject to laws, rules and regulations (including the rules of self-regulatory organizations) that cover all aspects of their business, including manner of operation, system integrity, anti-money laundering and financial crimes, 23 Table of Contents handling of material non-public information, safeguarding data, capital requirements, reporting, record retention, market access, licensing of employees and the conduct of officers, employees and other associated persons.
Human Capital In order to maintain our role as a leader in building and operating electronic marketplaces for our global network of clients, it is crucial that we continue to attract and retain top talent. To facilitate talent attraction and employee retention, we strive to make Tradeweb a diverse, inclusive and safe workplace.
Human Capital In order to maintain our role as a leader in building and operating electronic marketplaces for our global network of clients, it is crucial that we continue to attract and retain top talent. To facilitate talent attraction and employee retention, we strive to make Tradeweb an inclusive and safe workplace.
As a result, we encourage investors, the media and others interested in Tradeweb to monitor these social media channels in addition to following our investor relations website, press releases, SEC filings and public conference calls and webcasts. These social media channels may be updated from time to time on our investor relations website. 30 Table of Contents
As a result, we encourage investors, the media and others interested in Tradeweb to monitor these social media channels in addition to following our investor relations website, press releases, SEC filings and public conference calls and webcasts. These social media channels may be updated from time to time on our investor relations website. 31 Table of Contents
In addition, we currently support trading across over 25 currencies globally. We believe our platforms, technology and solutions have made trading in markets globally more efficient and transparent. Furthermore, our expertise in multiple jurisdictions positions us as a partner of choice as our clients expand their trading operations to new geographies.
In addition, we currently support trading across over 30 currencies globally. We believe our platforms, technology and solutions have made trading in markets globally more efficient and transparent. Furthermore, our expertise in multiple jurisdictions positions us as a partner of choice as our clients expand their trading operations to new geographies.
As of December 31, 2023, each of our regulated subsidiaries had maintained sufficient net capital or financial resources to at least satisfy their minimum requirements. See Note 19 – Regulatory Capital Requirements to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
As of December 31, 2024, each of our regulated subsidiaries had maintained sufficient net capital or financial resources to at least satisfy their minimum requirements. See Note 19 – Regulatory Capital Requirements to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
This allows us to partner closely with our clients to develop customized solutions for their trading and workflow needs. Our technology is deeply integrated with our clients’ risk and order management systems, clearinghouses, trade repositories, middleware providers and other important links in the trading value chain.
This allows us to partner closely with our clients to develop customized solutions for their trading and workflow needs. Our technology is deeply integrated with our clients’ order, risk and treasury management systems, accounting systems, clearinghouses, trade repositories, middleware providers and other important links in the trading value chain.
Additionally, the SEC has recently conducted a review of the regulatory framework for fixed-income electronic trading platforms for the purpose of evaluating the potential regulatory gaps that may exist among such platforms, including ours, with respect to access to markets, system integrity, surveillance, and transparency, among other things.
For example, the SEC has recently conducted a review of the regulatory framework for fixed-income electronic trading platforms for the purpose of evaluating the potential regulatory gaps that may exist among such platforms, including ours, with respect to access to markets, system integrity, surveillance, and transparency, among other things.
DW SEF LLC is formally exempt from registration in the Canadian provinces of Ontario and Nova Scotia is recognized as a foreign trading venue in Switzerland. Tradeweb Japan KK is regulated by the JFSA and is registered as a Type 1 Financial Instruments Exchange Business Operator (reg.
DW SEF LLC is a CFTC-registered SEF. DW SEF LLC is formally exempt from registration in the Canadian provinces of Ontario, Nova Scotia and Quebec and is recognized as a foreign trading venue in Switzerland. Tradeweb Japan KK is regulated by the JFSA and is registered as a Type 1 Financial Instruments Exchange Business Operator (reg.
Our central limit order book, or CLOB, is a continuous electronic protocol that allows clients to trade on firm bids and offers from other market participants, as well as enter their own resting bids and offers for display to the market participants, typically anonymously. • Directed streams.
Our central limit order book, or CLOB, is a continuous electronic protocol that allows clients to trade on firm bids and offers from other market participants, as well as enter their own resting bids and offers for display to the market participants, typically anonymously. • Bilateral Firm Streams.
We use third-party data centers to more flexibly manage our capacity needs and costs, as well as to leverage security, network and service capabilities. • Strong business continuity and disaster recovery planning : We continue to regularly evaluate and enhance our business continuity plans in place in the event of a significant business disruption or disaster recovery situation to ensure the resilience of critical systems required for normal operations and the safety of all employees.
We use third-party data centers to more flexibly manage our capacity needs and costs, as well as to leverage security, network and service capabilities. • Strong business continuity and disaster recovery planning : We continue to regularly evaluate and enhance our business continuity plans in place in the event of a significant business disruption or disaster recovery situation to ensure 22 Table of Contents the resilience of critical systems required for normal operations and the safety of all employees.
It is unknown at this time to what extent new legislation will be passed into law or whether pending or new regulatory proposals will be adopted or modified, or what effect such passage, adoption or modification will have, whether positive or negative, on our industry, our clients or us.
It is unknown at this time to what extent new legislation will be passed into law or whether pending or new regulatory proposals will be adopted, abandoned or modified, or what effect such passage, adoption, abandonment or modification will have, whether positive or negative, on our industry, our clients or us.
Culture of Collaborative Innovation We have developed trusted client relationships through a culture of collaborative innovation where we work alongside our clients to solve their evolving workflow needs. We have a long track record of working with clients to solve both industry-level challenges and client-specific issues.
Culture of Collaborative Innovation We have developed trusted client relationships through a culture of collaborative innovation where we work alongside our clients to identify and help solve their evolving workflow needs. We have a long track record of working with clients to solve both industry-level challenges and client-specific issues.
To support the implementation of our ESG strategy, a dedicated team was formed and has expanded to meet the needs of our growing strategy. The team head reports directly into our senior executive leadership team, which provides critical support for the integration of these initiatives across our business.
To support the implementation of our sustainability strategy, a dedicated team was formed and has expanded to meet the needs of our growing strategy. The team head reports directly into our senior executive leadership team, which provides critical support for the integration of these initiatives across our business.
We aim to give everyone the access and ability to grow as an individual and, eventually, a leader. For more information on how we support our people and help foster a diverse workforce, please see “ – Human Capital” above.
We aim to give everyone the access and ability to grow as an individual and, eventually, a leader. For more information on how we support our people and help foster an inclusive workforce, please see “ – Human Capital” above.
Information about Tradeweb, our business and our results of operations may also be announced by posts on Tradeweb’s accounts on the following social media channels: Instagram, LinkedIn and X (formerly Twitter). The information that we post through these social media channels may be deemed material.
Information about Tradeweb, our business and our results of operations may also be announced by posts on Tradeweb’s accounts on the following social media channels: Instagram, LinkedIn and X. The information that we post through these social media channels may be deemed material.
Critical to our ability to collaborate with clients and remain at the forefront of evolving market trends is our team of over 350 technologists, which works closely with our client, product and sales teams and has deep market knowledge and domain expertise.
Critical to our ability to collaborate with clients and remain at the forefront of evolving market trends is our team of over 400 technologists, which works closely with our client, product and sales teams and has deep market knowledge and domain expertise.
This functionality allows clients to submit up to 250 line items to liquidity providers for simultaneous list pricing, which they can execute, clear and report in one transaction, reducing both their risk and clearing costs.
This functionality allows clients to submit up to 200 line items to liquidity providers for simultaneous list pricing, which they can execute, clear and report in one transaction, reducing both their risk and clearing costs.
There are multiple key dimensions to the electronic marketplaces that we build and operate to provide deep pools of liquidity. Foundationally, these begin with our clients and then expand through and across multiple client sectors, geographic regions, asset classes, product groups, trading protocols and trade lifecycle solutions. Our markets are large and growing.
There are multiple key dimensions to the electronic marketplaces that we build and operate to provide deep pools of liquidity. Foundationally, these begin with our clients and then expand through and across multiple client sectors, geographic regions, asset classes, product groups, trading protocols and trade lifecycle solutions.
The DNB and the AFM co-operate under the provisions of the FSA and have concluded a covenant on the co-operation and co-ordination of supervision and other related tasks. 24 Table of Contents Much of our derivatives volume continues to be executed by non-U.S. based clients outside the United States and is subject to local regulations.
The DNB and the AFM co-operate under the provisions of the FSA and have concluded a covenant on the co-operation and co-ordination of supervision and other related tasks. Much of our derivatives volume continues to be executed by non-U.S. based clients outside the United States and is subject to local regulations.
We provide Green Bond highlights across our institutional platform, including Global Credit, European Government Bonds, Supranationals, Repurchase Agreements, China Bonds, and Convertibles, and have Green Bond search tools across asset classes on our Retail platform.
We provide Green Bond highlights across our institutional platform, including global credit, European government bonds, supranationals, repurchase agreements, China bonds and convertibles, and have Green Bond search tools across asset classes on Tradeweb Direct, our retail platform.
These prices are not necessarily updated in real-time but provide a good indication of where the counterparty is likely to complete the trade. This protocol is most commonly deployed in less liquid, security-specific marketplaces, such as certain credit and money markets marketplaces. ◦ Rematch.
These prices are not necessarily updated in real-time but provide a good indication of where the counterparty is likely to complete the trade. This protocol is most commonly deployed in less liquid, security-specific marketplaces, such as certain credit and money markets marketplaces. 19 Table of Contents • Rematch.
Rulemaking by regulators, including resulting market structure changes, has had an impact on our business by directly affecting our method of operation and, at times, our profitability, as well as indirectly by imposing costs in the form of increased compliance, personnel, and technology needs in order to comply with relevant laws and regulations.
Rulemaking by regulators, including resulting market structure changes, has had an impact on our business by directly affecting our method of operation and, at times, our profitability, including by imposing costs in the form of increased compliance, personnel, and technology needs in order to comply with relevant laws and regulations.
The SEC has also finalized many of its security-based swap regulations. Among other things, Title VII rules require certain standardized swaps to be cleared through a central clearinghouse and/or traded on a designated contract market or SEF, subject to various exceptions.
The SEC has also 24 Table of Contents finalized many of its security-based swap regulations. Among other things, Title VII rules require certain standardized swaps to be cleared through a central clearinghouse and/or traded on a designated contract market or SEF, subject to various exceptions.
During 2023, we announced that institutional clients executing Japanese Yen swaps on our multilateral trading facilities and swap execution facilities would now be able to clear their transactions via the Japan Securities Clearing Corporation (“JSCC”), providing more connectivity, flexibility and choice in Yen swap trading.
For example, in 2023, we announced that institutional clients executing Japanese Yen swaps on our multilateral trading facilities and swap execution facilities would now be able to clear their transactions via the Japan Securities Clearing Corporation (“JSCC”), providing more connectivity, flexibility and choice in Yen swap trading.
Trademarks registered include, but are not limited to, “Tradeweb,” “Dealerweb,” and “Tradeweb Direct.” We also enter into written agreements with third parties, employees, clients, contractors and strategic partners to protect our proprietary technology, processes and other intellectual property, including agreements designed to protect our trade secrets.
Trademarks registered include, but are not limited to, “Tradeweb,” “Dealerweb,” “Tradeweb Direct” and “ICD.” We also enter into written agreements with third parties, employees, clients, contractors and strategic partners to protect our proprietary technology, processes and other intellectual property, including agreements designed to protect our trade secrets.
While we expect this change will increase our own platform efficiency and potentially create greater electronification of trading, it is still unknown at this time the full impact of this change, and what effect it will have, whether positive or negative, on our industry, our clients or us. Non-U.S.
While we expect this change will increase our own platform efficiency and potentially create greater electronification of trading, it is still unknown at this time the full impact of this change, and what effect it will have, whether positive or negative, on our industry, our clients or us.
Tradeweb has established and supports a number of committees and affinity groups dedicated to improving our people’s lives at work and advancing their personal and professional development. These include the Tradeweb Global Women’s Network, Diversity Equity & Inclusion Network, Tradeweb Cares philanthropy group, Sustainability Action Network and the Working Parents Network.
Tradeweb has established and supports a number of committees and affinity groups dedicated to improving our people’s lives at work and advancing their personal and professional development. These include the Tradeweb Global Women’s Network, the Global Diversity Equity & Inclusion Network, the Tradeweb Cares Committee, the Sustainability Action Network and the Working Parents Network.
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 70 countries with offices in North America, Europe, Asia, Australia and the Middle East.
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 have also integrated our trading platforms with our proprietary post-trade systems as well as many of our clients’ order management and risk systems for efficient post-trade processing.
We have also integrated our trading platforms with our proprietary post-trade systems as well as many of our clients’ order, risk and treasury management and accounting systems for efficient post-trade processing.
Through collaborative endeavors like these, we have become deeply integrated into our clients’ workflow and become a partner of choice for new innovations. 11 Table of Contents Scalable and Flexible Technology We consistently use our proprietary technology to find new ways for our clients to trade more effectively and efficiently.
Through collaborative endeavors like these, we have become deeply integrated into our clients’ workflow and become a partner of choice for new innovations. Scalable and Flexible Technology We consistently use our proprietary technology to find new ways for our clients to trade more effectively and efficiently.
Tradeweb Australia Pty Ltd (formerly Yieldbroker Pty Limited), acquired in August 2023, is a Tier 1 Australian Markets Licensee in Australia, regulated by the ASIC, that maintains a branch in Singapore that is regulated by the MAS as a Regulated Market Operator. Tradeweb Australia Pty Ltd changed its name from Yieldbroker Pty Limited in January 2024.
Tradeweb Australia Pty Ltd (formerly Yieldbroker Pty Limited), acquired in August 2023, is a Tier 1 Australian Markets Licensee in Australia, regulated by the ASIC, that maintains an authorization in Singapore by the MAS as a Regulated Market Operator. Tradeweb Australia Pty Ltd changed its name from Yieldbroker Pty Limited in January 2024.
Rematch connects our wholesale liquidity to our institutional and retail liquidity pools. ◦ Voice. Voice-brokered products in our wholesale client sector include, among other products, U.S. Treasuries, MBS, municipal bonds and repurchase agreements. Our voice brokers provide anonymity and insight for sell side traders and give us valuable high-touch relationships and market understanding and access.
Rematch connects our wholesale liquidity to our institutional and retail liquidity pools. • Voice. Voice-brokered products in our wholesale client sector include, among other products, U.S. Treasuries, MBS, municipal bonds and repurchase agreements. Our voice brokers provide anonymity and insight for sell side traders and give us valuable high-touch relationships and market understanding and access. • Futures vs. cash spreading.
For example, data powers our Automated Intelligent Execution (“AiEX”) functionality which allows traders to automatically execute trades according to pre-programmed rules and automatically sends completed or rejected order details to internal order management systems. By allowing traders to automate and execute their smaller, low touch trades more efficiently, AiEX helps traders focus their attention on larger, more nuanced trades.
For example, data powers our AiEX functionality which allows traders to automatically execute trades according to pre-programmed rules and automatically sends completed or rejected order details to internal order management systems. By allowing traders to automate and execute their smaller, low touch trades more efficiently, AiEX helps traders focus their attention on larger, more nuanced trades.
As a result of such reviews, we may be required to amend certain internal structures and frameworks, such as our operating procedures, systems and controls. 22 Table of Contents The regulatory environment in which we operate is subject to constant change.
As a result of such reviews, we may be required to amend certain internal structures and frameworks, such as our operating procedures, systems and controls. The regulatory environment in which we operate is subject to constant change.
Our Governance We have invested in strong and well-established governance structures across our global enterprise, led by a diverse Board of Directors that is deeply experienced in our business and highly focused on advancing our ESG strategies across the company.
Our Governance We have invested in strong and well-established governance structures across our global enterprise, led by a Board of Directors that is deeply experienced in our business and highly focused on advancing our sustainability strategies across the company.
In addition to salaries, these programs (which vary by country or region) include annual bonuses, stock awards, retirement savings plans, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, family care resources, flexible work schedules, employee assistance programs, including confidential counseling services for employees and their family members and tuition assistance, among many others.
In addition to salaries, these programs (which vary by country or region) include annual bonuses, stock awards, retirement savings plans, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave (including equal minimum leave for all new parents), family care resources, flexible work schedules, employee assistance programs (including confidential counseling services for employees and their family members) and tuition assistance, among many others.
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.
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 markets are large and growing.
As our network continues to grow across client sectors, we will generate additional transactions and data on our platforms, driving a virtuous cycle of greater liquidity and value for our clients.
As our network continues to grow across client sectors and geographies, we expect to generate additional transactions and data on our platforms, driving a virtuous cycle of greater liquidity and value for our clients.
Dealerweb Inc. is a SEC-registered broker-dealer, operates an ATS and is a member of FINRA and MSRB. Dealerweb Inc. is also a CFTC-registered introducing broker and a member of NFA. Dealerweb Inc. is recognized as a foreign trading venue in Switzerland.
Dealerweb Inc. is a SEC-registered broker-dealer, operates an ATS and is a member of FINRA and MSRB. Dealerweb Inc. is also a CFTC-registered introducing broker and a member of NFA, is recognized as a foreign trading venue in Switzerland and is a Recognized Body of the DFSA.
For example, in October 2023, we signed an amended and restated two-year market data license agreement with an affiliate of LSEG (formerly referred to as Refinitiv), pursuant to which LSEG will continue to distribute certain of our data directly to LSEG customers through its flagship financial platforms, LSEG Workspace, Datascope, LSEG Pricing Service and Tick History.
For example, in 2023, we signed an amended and restated two-year market data license agreement with an affiliate of LSEG (formerly referred to as Refinitiv), pursuant to which LSEG distributes certain of our data directly to LSEG customers through its flagship financial platforms, LSEG Workspace, Datascope, LSEG Pricing Service and Tick History.
Such innovations include the introduction of pre-trade composite pricing for multi-dealer-to-customer (“D2C”) trading, the Request-for-Quote (“RFQ”) trading protocol across all of our asset classes, the blast all-to-all (“A2A”) trading protocol across our global credit marketplaces and portfolio trading.
Such innovations include the introduction of pre-trade composite pricing for multi-dealer-to-customer (“D2C”) trading, the Request-for-Quote (“RFQ”) trading protocol across all of our asset classes, the Request-for-Market (“RFM”) trading protocol across our global swaps market and the blast all-to-all (“A2A”) and portfolio trading protocols across our global credit marketplaces.
Treasuries, European government bonds and To-Be-Announced mortgage-backed securities (“TBA MBS”), we have continued to solve trading inefficiencies by adding new products across our rates, credit, equities and money markets asset classes.
Treasuries, European government bonds and To-Be-Announced mortgage-backed securities (“TBA MBS”), we have continued to solve trading 10 Table of Contents inefficiencies by adding new products across our rates, credit, equities and money markets asset classes.
As the global markets move to electronic trading, we expect to be at the forefront of this change.
As the global markets move further toward electronic trading, we expect to be at the forefront of this change.
Their data and pre- and post-trade analytics compete with offerings we provide to support trading on our marketplaces. We face intense competition, and we expect competition with a broad range of competitors to continue to intensify in the future.
Their data and pre- and post-trade analytics compete with offerings we provide to support trading on our marketplaces. We face intense competition from a broad range of competitors, which we expect to continue to increase in the future.
This represents a trading volume increase of 46% from 2022, calculated using CBI-screened Green Bond alignment based on the CBI definition of ‘Green’ as of December 31, 2023 for both the 2023 and 2022 comparative period.
This represents a trading volume increase of 45% from 2023, calculated using CBI-screened Green Bond alignment based on the CBI definition of ‘Green’ as of December 31, 2024 for both the 2024 and 2023 comparative period.
Regulation Outside of the United States, we are currently regulated by: the Financial Conduct Authority (“FCA”) in the UK, the De Nederlandsche Bank (“DNB”) and the Netherlands Authority for the Financial Markets (“AFM”), Autorité Des Marchés Financiers (“AMF”) and Autorité de contrôle prudentiel et de resolution (“ACPR”) in France, Bundesanstalt für Finanzdienstleistungsaufsicht (“BaFin”) in Germany, the Japan Financial Services Agency (the “JFSA”), the Japan Securities Dealers Association (the “JSDA”), the Securities & Futures Commission (the “SFC”) of Hong Kong, the Monetary Authority of Singapore (the “MAS”), the Australian Securities and Investment Commission (the “ASIC”), the Comisión Nacional Bancaria y de Valores (the “CBNV”) in Mexico, the Swiss Financial Market Supervisory Authority (“FINMA”), the Investment Industry Regulatory Organization of Canada and provincial regulators in Canada and the Dubai Financial Services Authority (the “DFSA”) in the DIFC.
Regulation Outside of the United States, we are currently regulated by: the Financial Conduct Authority (“FCA”) in the UK, the De Nederlandsche Bank (“DNB”) and the Netherlands Authority for the Financial Markets (“AFM”), Autorité Des Marchés Financiers (“AMF”) and Autorité de contrôle prudentiel et de resolution (“ACPR”) in France, Bundesanstalt für Finanzdienstleistungsaufsicht (“BaFin”) in Germany, the Japan Financial Services Agency (the “JFSA”), the Japan Securities Dealers Association (the “JSDA”), the Securities & Futures Commission (the “SFC”) of Hong Kong, the Monetary Authority of Singapore (the “MAS”), the Australian Securities and Investment Commission (the “ASIC”), the Comisión Nacional Bancaria y de Valores (the “CBNV”) in Mexico, the Swiss Financial Market Supervisory Authority (“FINMA”), the Investment Industry Regulatory Organization of Canada and provincial regulators in Canada, the Dubai Financial Services Authority (the “DFSA”) in the DIFC, the Abu Dhabi Global Market (“ADGM”) in Abu Dhabi and the Comissão do Mercado de Valores Mobiliários (“CMVM”) in Portugal.
We were also the first trading platform to offer portfolio trading for corporate bonds, creating a new and efficient way for participants to move risk. We helped make trading in credit markets more efficient by partnering with major dealers to improve liquidity and reduce the cost of net spotting the U.S. Treasury in connection with a corporate bond trade.
Beginning in 2019, we were also the first trading platform to offer portfolio trading for corporate bonds, creating a new and efficient way for participants to move risk. We helped make trading in credit markets more efficient by partnering with major dealers to improve liquidity and reduce the cost of net spotting the U.S.
It has permissions to operate an Multilateral Trading Facility (“MTF”), an Organized Trading Facility (“OTF”) and an APA. Tradeweb Europe Limited is also regulated by ASIC and holds an Overseas Australian Market Operator License and is a recognized foreign trading venue by FINMA in Switzerland.
It has permissions to operate a Multilateral Trading Facility (“MTF”), an Organized Trading Facility (“OTF”) and an APA. Tradeweb Europe Limited is also regulated by ASIC and holds an Overseas Australian Market Operator License, is a recognized foreign trading venue by FINMA in Switzerland and is recognized as a Remote Body by the ADGM.
This protocol leverages our broker relationships, technology, and pricing from the overall Tradeweb network to fill the gap between voice brokering and fully electronic order book trading. 18 Table of Contents • Central Limit Order Book.
This protocol leverages our broker relationships, technology, and pricing from the overall Tradeweb network to fill the gap between voice brokering and fully electronic order book trading. • Central Limit Order Book.
In connection with our introducing broker-related activities, we are also subject to the oversight of the National Futures Association (“NFA”), a self-regulatory organization that regulates certain CFTC registrants. Following the 2008 financial crisis, legislators and regulators in the United States adopted new laws and regulations, including the Dodd-Frank Act.
In connection with our introducing broker-related activities, we are also subject to the oversight of the National Futures Association (“NFA”), a self-regulatory organization that regulates certain CFTC registrants. Following the 2008 financial crisis, legislators and regulators in the United States adopted new laws and regulations, including the Dodd-Frank Act, the Volcker Rule and additional bank capital and liquidity requirements.
For example, in October 2023, we also announced a strategic partnership with FTSE Russell which will seek to develop the next generation of fixed income pricing and index trading products. Fixed income closing prices will be administered as benchmarks by FTSE Russell and be derived from trading activity on our platform.
For example, in 2023, we also announced a strategic partnership with FTSE Russell which seeks to develop the next generation of fixed income pricing and index trading products. Fixed income closing prices are administered as benchmarks by FTSE Russell and are derived from trading activity on our platform.
Regulatory Status of Tradeweb Entities Our operations span jurisdictions across North America, South America, Europe, Asia, Australia and the Middle East, and we operate through various regulated entities. The current regulatory status of our regulated entities is described below. Tradeweb LLC is a SEC-registered broker-dealer and a member of FINRA and MSRB.
Regulatory Status of Tradeweb Entities Our operations span jurisdictions across North America, South America, Europe, the Middle East and the Asia Pacific region, and we operate through various regulated entities. The current regulatory status of our regulated entities is described below. 26 Table of Contents Tradeweb LLC is a SEC-registered broker-dealer and a member of FINRA and MSRB.
Exchanges also have data and analytics relationships with several market participants, which increasingly put their offerings in direct competition with Tradeweb. • Inter-dealer brokers : We compete with inter-dealer brokers, particularly in our wholesale markets in products such as MBS, U.S. Treasuries, U.S. repo and products traded on Swap Execution Facilities (“SEFs”).
Exchanges also have data and analytics relationships with several market participants, which increasingly put their offerings in direct competition with Tradeweb. 21 Table of Contents • Inter-dealer brokers : We compete with inter-dealer brokers, particularly in our wholesale markets in products such as MBS, U.S. Treasuries, U.S. repurchase agreements and products traded on Swap Execution Facilities (“SEFs”).
During the year ended December 31, 2023, the percentage of trades executed by our institutional clients using our AiEX functionality was over 35% of total institutional trades, up from 6% in 2015, and we are seeing demand for AiEX continue to grow across some of our key products, including U.S.
During the year ended December 31, 2024, the percentage of trades executed by our institutional clients using our AiEX functionality was over 40% of total institutional trades, up from 23% in 2019, and we are seeing demand for AiEX continue to grow across some of our key products, including U.S.
This new FX swap workflow solution allows mutual clients of Tradeweb and FXall to buy or sell an EM bond via the request-for-quote or request-for-market protocols on Tradeweb and then seamlessly hedge the local currency risk by executing an FX swap trade via direct connection to FXall.
This FX swap workflow solution allows mutual clients of Tradeweb and FXall to buy or sell an EM bond via the RFQ or RFM protocols on Tradeweb and then seamlessly hedge the local currency risk by executing an FX swap trade via direct connection to FXall.
We have a powerful network of more than 2,500 clients across the institutional, wholesale and retail client sectors. Our clients include leading global asset managers, hedge funds, insurance companies, central banks, banks and dealers, proprietary trading firms and retail brokerage and financial advisory firms, as well as regional dealers.
Our Client Sectors We have a powerful network of more than 3,000 clients across the institutional, wholesale, retail and corporates client sectors. Our clients include leading 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.
By eliminating manual re-entry of trade and allocation information, our solutions assist clients in reducing failed trades and saving time, effort and money. • Post-Trade Data, Analytics and Reporting : Our comprehensive post-trade services include transaction cost analysis, or TCA, best execution reporting and client performance reports.
By eliminating manual re-entry of trade and allocation information, our solutions assist clients in reducing failed trades and saving time, effort and money. • Post-Trade Data, Analytics and Reporting : Our comprehensive post-trade services include: • Transaction cost analysis.
We seek to involve employees at all levels in DE&I, including through recruitment, philanthropy and training. We also sponsor the Global Women’s Network, which provides skills-building, educational, and career-relevant programming for employees and brings topics affecting women in the workplace front and center.
We seek to involve employees at all levels in DE&I, including through recruitment, philanthropy and training. We also sponsor the Global Women’s Network, which provides skills-building, educational, and career-relevant programming for employees.
More recently, we introduced Tradeweb’s Rematch, an industry-exclusive solution, offering institutional investors trading within AllTrade previously unavailable access to hundreds of millions of dollars in unmatched risk from dealers’ sessions, opening the door to a significantly larger pool of liquidity.
During 2021, we also introduced Tradeweb’s Rematch, an industry-exclusive solution, offering institutional investors trading within AllTrade previously unavailable access to hundreds of millions of dollars in unmatched risk from dealers’ sessions, opening the door for our clients to a significantly larger pool of liquidity.
Tradeweb EU B.V. passports its permissions under MiFID and accordingly provides services throughout the EU and the European Economic Area (“EEA”). Tradeweb EU B.V. is also regulated by ASIC and holds an Overseas Australian Market Operator License and is a recognized foreign trading venue by FINMA in Switzerland. The Paris branch of Tradeweb EU B.V. is supervised by the ACPR.
Tradeweb EU B.V. passports its permissions under MiFID and accordingly provides services throughout the EU and the European Economic Area (“EEA”). Tradeweb EU B.V. is also regulated by ASIC and holds an Overseas Australian Market Operator License, is a recognized foreign trading venue by FINMA in Switzerland and is recognized as a Remote Body by the ADGM.
Our network is comprised of clients across the institutional, wholesale and retail client sectors, including many of the largest global asset managers, hedge funds, insurance companies, central banks, banks and dealers, proprietary trading firms and retail brokerage and financial advisory firms, as well as regional dealers.
Our network is comprised of more than 3,000 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.
We seek to better understand the environmental impact of our operations through measurable means, and to set attainable targets and timelines for environmental impact reporting, including the eventual setting of science-based targets for greenhouse gas emissions. While our business involves limited direct environmental risks, we will endeavor to make our operations and impact more sustainable over time.
We seek to better understand the environmental impact of our operations through measurable means, and to set attainable targets and timelines for environmental impact reporting. While our business involves limited direct environmental risks, we will endeavor to make our operations and impact more sustainable over time.
We believe that global government bonds, global interest rate swaps, global ETFs, in particular, institutional block ETFs, cash credit products, including corporate high grade and high yield bonds and emerging markets are key drivers of our potential growth. Our penetration of these markets, and their level of electronification, are at various stages.
Global government bonds, global interest rate swaps, global ETFs, in particular, institutional block ETFs, credit cash products, including corporate high grade and high yield bonds and EM bonds are expected to be key drivers of our future potential growth. Our penetration of these markets, and their level of electronification, are at various stages.
We are unable to predict how certain new laws and proposed rules and regulations will be implemented or in what form, or whether any changes to existing laws, rules and regulations, including the interpretation, implementation or enforcement thereof or a relaxation or amendment thereof, will occur in the future.
We are unable to predict how certain new laws and proposed rules and regulations will be implemented or in what form, or whether any changes to existing laws, rules and regulations, including the interpretation, implementation or enforcement thereof or a relaxation or amendment thereof, will occur in the future, including as a result of the recent change in U.S. administration and Congress.
Title VII also requires the registration and regulation of certain market participants, including SEFs, and requires SEFs to maintain robust front-end and back-office information technology capabilities. The SEC is charged with regulations for “security-based swaps” (i.e., swaps based on certain types of securities or loans).
Title VII also requires the registration and regulation of certain market participants, including SEFs, and requires SEFs to maintain robust front-end and back-office information technology capabilities. The SEC is charged with adopting and administering the regulatory regime for “security-based swaps” (generally, swaps based on certain types of securities or loans or groups thereof).

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Factors that may cause fluctuations in our quarterly financial results include, but are not limited to: • fluctuations in overall trading volumes or our market share for our key products; • the addition or loss of clients; • the unpredictability of the financial services industry; • our ability to drive an increase in the use of our trading platforms by new and existing clients; • the mix of products and volumes traded, changes in fee plans and average variable fees per million; • the amount and timing of expenses, including those related to the maintenance and expansion of our business, operations and infrastructure; 39 Table of Contents • network or service outages, internet disruptions, the availability of our platforms, cyber-attacks, security breaches or perceived security breaches; • general economic, political, social, industry and market conditions; • changes in our business strategies and pricing policies (or those of our competitors); • the timing and success of our entry into new markets or introductions of new or enhanced platforms or solutions by us or our competitors, including disruptive technology, or any other change in the competitive dynamics of our industry, including consolidation or new entrants among competitors, market participants or strategic alliances; • the timing and success of any acquisitions, divestitures or strategic alliances; • the timing of expenses related to the development or acquisition of platforms, solutions, technologies or businesses and potential future charges for impairment of goodwill from acquired companies; • new, or changes to existing, regulations that limit or affect our platforms, solutions and technologies or which increase our regulatory compliance costs; and • the timing and magnitude of any adjustments in our consolidated financial statements driven by changes in the liability under the Tax Receivable Agreement.
Factors that may cause fluctuations in our quarterly financial results include, but are not limited to: • fluctuations in overall trading volumes or our market share for our key products; • the addition or loss of clients; • the unpredictability of the financial services industry; • our ability to drive an increase in the use of our trading platforms by new and existing clients; • the mix of products and volumes traded, changes in fee plans and average variable fees per million; • the amount and timing of expenses, including those related to the maintenance and expansion of our business, operations and infrastructure; 41 Table of Contents • network or service outages, internet disruptions, the availability of our platforms, cyber attacks, security breaches or perceived security breaches; • general economic, political, social, industry and market conditions; • changes in our business strategies and pricing policies (or those of our competitors); • the timing and success of our entry into new markets or introductions of new or enhanced platforms or solutions by us or our competitors, including disruptive technology, or any other change in the competitive dynamics of our industry, including consolidation or new entrants among competitors, market participants or strategic alliances; • the timing and success of any acquisitions, divestitures or strategic alliances; • the timing of expenses related to the development or acquisition of platforms, solutions, technologies or businesses and potential future charges for impairment of goodwill from acquired companies; • new, or changes to existing, regulations that limit or affect our platforms, solutions and technologies or which increase our regulatory compliance costs; and • the timing and magnitude of any adjustments in our consolidated financial statements driven by changes in the liability under the Tax Receivable Agreement.
Risks Relating to Ownership of our Class A Common Stock • Refinitiv and Continuing LLC Owners may require us to issue additional shares of our Class A common stock. • The market price of our Class A common stock may be highly volatile. • Sales, or the potential for sales, of a substantial number of shares of our Class A common stock in the public market could cause our stock price to drop significantly. • If securities or industry analysts cease publishing research or reports about us, adversely change their recommendations or publish negative reports regarding our business or our Class A common stock, our stock price and stock trading volume could materially decline. • We intend to continue to pay regular dividends, but our ability to do so may be limited. • The timing and amount of any share repurchases are subject to a number of uncertainties. • The requirements of being a public company may strain our resources, increase our costs and divert management’s attention, and we may be unable to comply with these requirements in a timely or cost-effective manner. 32 Table of Contents Risks Relating to Market and Industry Dynamics and Competition Economic, political and market conditions may reduce trading volumes, which could have a material adverse effect on our business, financial condition and results of operations.
Risks Relating to Ownership of our Class A Common Stock • Refinitiv and Continuing LLC Owners may require us to issue additional shares of our Class A common stock. • The market price of our Class A common stock may be highly volatile. • Sales, or the potential for sales, of a substantial number of shares of our Class A common stock in the public market could cause our stock price to drop significantly. • If securities or industry analysts cease publishing research or reports about us, adversely change their recommendations or publish negative reports regarding our business or our Class A common stock, our stock price and stock trading volume could materially decline. • We intend to continue to pay regular dividends, but our ability to do so may be limited. • The timing and amount of any share repurchases are subject to a number of uncertainties. • The requirements of being a public company may strain our resources, increase our costs and divert management’s attention, and we may be unable to comply with these requirements in a timely or cost-effective manner. 33 Table of Contents Risks Relating to Market and Industry Dynamics and Competition Economic, political and market conditions may reduce trading volumes, which could have a material adverse effect on our business, financial condition and results of operations.
Risks Relating to our Growth Strategies and other Strategic Opportunities • We may fail to maintain our current level of business or execute our growth plan. • It is possible that our entry into new markets will not be successful, and potential new markets may not develop quickly or at all. • We may undertake acquisitions or divestitures, which may not be successful. • If we enter into strategic alliances, partnerships or joint ventures, we may not realize the anticipated strategic goals for any such transactions.
Risks Relating to our Growth Strategies and other Strategic Opportunities • We may fail to maintain our current level of business or execute our growth plan. • It is possible that our entry into new markets will not be successful, and potential new markets may not develop quickly or at all. • We may undertake acquisitions or divestitures, which may not be successful. • If we enter into strategic alliances, partnerships, joint ventures or investments, we may not realize the anticipated strategic goals for any such transactions.
Our systems, networks, infrastructure and other operations, in particular our platforms and solutions, are vulnerable to impact or interruption from a wide variety of causes, including: irregular or heavy use of our trading platforms and related solutions during peak trading times or at times of increased market volatility; power, internet or telecommunications failures; hardware failures or software errors; human error, acts of vandalism or sabotage; catastrophic events, including those that are occurring with increasing frequency due to climate change such as natural disasters and extreme weather events; acts of war, terrorism or other armed hostilities; malicious cyberattacks, cyber-warfare or cyber incidents, such as unauthorized access, ransomware, loss or destruction of data, computer viruses or other malicious code; and the loss or failure of systems over which we have no control, such as loss of support services from critical third-party providers.
Our systems, networks, infrastructure and other operations, in particular our platforms and solutions, are vulnerable to impact or interruption from a wide variety of causes, including: irregular or heavy use of our trading platforms and related solutions during peak trading times or at times of increased market volatility; power, internet or telecommunications failures; hardware failures or software errors; human error, acts of vandalism or sabotage; catastrophic events, including those that are occurring with increasing frequency due to climate change such as natural disasters and extreme weather events; acts of war, terrorism or other armed hostilities; malicious cyber attacks, cyber warfare or cyber incidents, such as unauthorized access, ransomware, loss or destruction of data, computer viruses or other malicious code; and the loss or failure of systems over which we have no control, such as loss of support services from critical third-party providers.
If the trend of increasing enforcement by regulators of the strict approach to opt-in consent for all but essential use cases, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, and subject us to additional liabilities.
If the trend of increasing enforcement by regulators of the strict approach to opt-in consent for all but essential use cases continues, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, and subject us to additional liabilities.
These risks include: • local economic, political and social conditions, including the possibility of economic slowdowns, hyperinflationary conditions, political instability, social unrest or outbreaks of pandemic or contagious diseases; • differing legal and regulatory requirements, and the possibility that any required approvals may impose restrictions on the operation of our business; • changes in laws, government policies and regulations, or in how provisions are interpreted or administered and how we are supervised; • the inability to manage and coordinate the various legal and regulatory requirements of multiple jurisdictions that are constantly evolving and subject to change; • varying tax regimes, including with respect to imposition or increase of taxes on financial transactions or withholding and other taxes on remittances and other payments by subsidiaries; • actual or threatened trade war, including between the United States and China, or other governmental action related to tariffs, international trade agreements or trade policies; • currency exchange rate fluctuations, changes in currency policies or practices and restrictions on currency conversion; • limitations or restrictions on the repatriation or other transfer of funds; • potential difficulties in protecting intellectual property; • the inability to enforce agreements, collect payments or seek recourse under or comply with differing commercial laws; • managing the potential conflicts between locally accepted business practices and our obligations to comply with laws and regulations, including anti-corruption and anti-money laundering laws and regulations; • compliance with economic sanctions laws and regulations; • difficulties in staffing and managing foreign operations; • increased costs and difficulties in developing and managing our global operations and our technological infrastructure; and • seasonal fluctuations in business activity.
These risks include: • local economic, political and social conditions, including the possibility of economic slowdowns, hyperinflationary conditions, political instability, social unrest or outbreaks of pandemic or contagious diseases; • differing legal and regulatory requirements, and the possibility that any required approvals may impose restrictions on the operation of our business; • changes in laws, government policies and regulations, or in how provisions are interpreted or administered and how we are supervised; • the inability to manage and coordinate the various legal and regulatory requirements of multiple jurisdictions that are constantly evolving and subject to change; • varying tax regimes, including with respect to imposition or increase of taxes on financial transactions or withholding and other taxes on remittances and other payments by subsidiaries; • actual or threatened trade war, including between the United States and China, or other governmental action related to tariffs, international trade agreements or trade policies; • currency exchange rate fluctuations, changes in currency policies or practices and restrictions on currency conversion; • limitations or restrictions on the repatriation or other transfer of funds; • potential difficulties in protecting intellectual property; 46 Table of Contents • the inability to enforce agreements, collect payments or seek recourse under or comply with differing commercial laws; • managing the potential conflicts between locally accepted business practices and our obligations to comply with laws and regulations, including anti-corruption and anti-money laundering laws and regulations; • compliance with economic sanctions laws and regulations; • difficulties in staffing and managing foreign operations; • increased costs and difficulties in developing and managing our global operations and our technological infrastructure; and • seasonal fluctuations in business activity.
Any such changes in laws, rules or regulations or in governmental policies could create additional regulatory exposure for our business, cause us to incur significant additional costs, require us to change or cease aspects of our business or restrict or limit our ability to grow our business, any of which could have a material adverse effect on our business, financial condition or results of operations.
Any such changes in laws, rules or regulations or in governmental policies could create additional regulatory exposure or uncertainty for our business, cause us to incur significant additional costs, require us to change or cease aspects of our business or restrict or limit our ability to grow our business, any of which could have a material adverse effect on our business, financial condition or results of operations.
There has been significant consolidation in the financial services industry over the past several years and several of our large broker-dealer clients have reduced their sales and trading businesses in certain products. Further consolidation in the financial services industry could result in a smaller client base and heightened competition, which may lower our trading volumes.
There has been significant consolidation in the financial services industry over the past several years and several of our large broker-dealer clients have reduced their sales and trading businesses in certain products. Further consolidation in the financial services industry could result in a smaller client base and heightened competition for certain of our businesses, which may lower our trading volumes.
Our business depends on the efficient and uninterrupted operation of our systems, networks and infrastructure, in particular those that power our platforms and solutions. From time to time, we have experienced, and we cannot assure you that we, or our third-party providers, will not experience, systems failures, delays in service or business interruptions.
Our business depends on the efficient and uninterrupted operation of our systems, networks and infrastructure, in particular those that power our platforms and solutions. From time to time, we have experienced, and we cannot assure you that we, or our third-party providers, will not experience, systems failures, delays in service or business interruptions in the future.
The scope of these laws, rules and regulations are changing, subject to differing interpretations, may be inconsistent among jurisdictions or conflict with other laws, rules or regulations. We are also subject to the terms of our privacy policies and obligations to third parties related to applicable privacy, data protection and information security.
The scope of these laws, rules and regulations is changing, subject to differing interpretations, and may be inconsistent among jurisdictions or conflict with other laws, rules or regulations. We are also subject to the terms of our privacy policies and obligations to third parties related to applicable privacy, data protection and information security.
The Share Repurchase Program has no termination date, may be suspended or discontinued at any time and does not obligate the company to acquire any amount of Class A common stock, and our board of directors may not authorize any increases to or extensions of the Share Repurchase Program or any new repurchase program in the future.
The 2022 Share Repurchase Program has no termination date, may be suspended or discontinued at any time and does not obligate the company to acquire any amount of Class A common stock, and our board of directors may not authorize any increases to or extensions of the 2022 Share Repurchase Program or any new repurchase program in the future.
Outside of Europe and the UK, several other countries in which we operate, including China, Japan, Singapore and Hong Kong have established specific legal requirements for privacy, data protection and information security, including data localization and/or cross-border transfer restrictions.
Outside of Europe and the UK, several other countries in which we operate, including China, Japan, Singapore, Hong Kong and Australia have established specific legal requirements for privacy, data protection and information security, including data localization and/or cross-border transfer restrictions.
We will need to continually improve and upgrade our trading platforms, systems and infrastructure to accommodate increases in trading volumes, changes in trading practices of new and existing clients or irregular or heavy use of our trading platforms, especially during peak trading times or at times of increased market volatility.
We will need to continually improve and upgrade our trading platforms, systems and infrastructure to accommodate increases in trading volumes, changes in regulation, changes in trading practices of new and existing clients or irregular or heavy use of our trading platforms, especially during peak trading times or at times of increased market volatility.
In addition, such changes in monetary policy, such as the Federal Reserve’s recent increases to the federal funds rate, may directly impact our cost of funds for financing and investment activities and may impact the value of any financial instruments we hold.
In addition, such changes in monetary policy, such as the Federal Reserve’s recent changes to the federal funds rate, may directly impact our cost of funds for financing and investment activities and may impact the value of any financial instruments we hold.
Pursuant to the Share Repurchase Program, the Company may repurchase its Class A common stock from time to time, in amounts, at prices and at such times as it deems appropriate, subject to market conditions and other considerations.
Pursuant to the 2022 Share Repurchase Program, the Company may repurchase its Class A common stock from time to time, in amounts, at prices and at such times as it deems appropriate, subject to market conditions and other considerations.
For example, the existence of the Share Repurchase Program could cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our Class A common stock.
For example, the existence of the 2022 Share Repurchase Program could cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our Class A common stock.
Ultimately, the risks associated with any negative publicity or actual, alleged or perceived issues regarding our business or any person formerly or currently associated with us cannot be completely eliminated or mitigated and may materially harm our reputation, business, financial condition and results of operations. 40 Table of Contents We may incur impairment charges for our goodwill and other indefinite-lived intangible assets which would negatively impact our operating results.
Ultimately, the risks associated with any negative publicity or actual, alleged or perceived issues regarding our business or any person formerly or currently associated with us cannot be completely eliminated or mitigated and may materially harm our reputation, business, financial condition and results of operations. 42 Table of Contents We may incur impairment charges for our goodwill and other indefinite-lived intangible assets which would negatively impact our operating results.
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 by January 1, 2024.
In addition, 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 by January 1, 2024.
Our processes and controls for reporting ESG matters across our operations are evolving along with multiple disparate standards for identifying, measuring, and reporting ESG metrics, including ESG-related disclosures that may be required by the SEC and European and other regulators, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.
Our processes and controls for reporting sustainability matters across our operations are evolving along with multiple disparate standards for identifying, measuring, and reporting sustainability metrics, including sustainability-related disclosures that may be required by the SEC and European and other regulators, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.
We cannot predict when or if any new U.S. federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal income tax law, regulation, or administrative interpretation, will be adopted, promulgated or become effective.
We cannot predict when or if any new U.S. federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal income tax law, regulation, or administrative interpretation, will be adopted, promulgated or become effective or be repealed.
While we maintain insurance coverage that is designed to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in the event we experience a cybersecurity incident, data breach, disruption, unauthorized access, interruption, significant delay, failure or malfunction in our systems, networks, infrastructure and other operations, affecting, in particular, our platforms and solutions, which could result in reputational damage, financial losses, client dissatisfaction, regulatory enforcement actions, fines and penalties and/or private litigation.
While we maintain insurance coverage that is designed to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in the event we experience a cybersecurity incident, data breach, disruption, unauthorized access, interruption, significant delay, failure or malfunction in our systems, networks, infrastructure and other operations, affecting, in particular, our platforms and solutions, which could result in 47 Table of Contents reputational damage, financial losses, client dissatisfaction, regulatory enforcement actions, fines and penalties and/or private litigation.
The GDPR prohibits the transfer of personal data to countries outside of the European Union/EEA (including the U.S.) that are not considered by the European Commission to provide an adequate level of data protection, except if the data controller meets very specific requirements, including, for example, use of standard contractual clauses (“SCCs”), issued by the European Commission, or certification under the new EU-U.S.
The GDPR prohibits the transfer of personal data to countries outside of the European Union/EEA (including the U.S.) that are not considered by the European Commission to provide an adequate level of data protection, except if the data controller meets very specific requirements, including, for example, use of standard contractual clauses (“SCCs”), issued by the European Commission, or certification by the data importer under the EU-U.S.
Further, the development of new internet, networking, telecommunications or blockchain technologies may require us to devote substantial resources to modify and adapt our marketplaces.
Further, the development of new internet, networking or telecommunications technologies may require us to devote substantial resources to modify and adapt our marketplaces.
Our ability to achieve any ESG objective is subject to numerous risks, many of which are outside of our control. Examples of such risks include our ability to accurately track Scope 1, 2 and 3 greenhouse gas emissions, the evolving regulatory requirements affecting ESG standards or disclosures and our ability to recruit, develop and retain diverse talent in our workforce.
Our ability to achieve any sustainability objective is subject to numerous risks, many of which are outside of our control. Examples of such risks include our ability to accurately track Scope 1, 2 and 3 greenhouse gas emissions, the evolving regulatory requirements affecting sustainability standards or disclosures and our ability to recruit, develop and retain diverse talent in our workforce.
As of December 31, 2023, we derived approximately 52% of our revenue from our Rates asset class. Our long-term growth plan includes expanding the number of products we offer across asset classes, by investing in our development efforts and increasing our revenues by growing our market share in our existing markets and entering into new markets.
As of December 31, 2024, we derived approximately 52% of our revenue from our Rates asset class. Our long-term growth plan includes expanding the number of products we offer across existing and new asset classes by investing in our development efforts and increasing our revenues by growing our market share in our existing markets and entering into new markets.
Any failure of, or significant interruption, delay or disruption to, or security breaches affecting, our systems, networks or infrastructure could result in: disruption to our operations, including disruptions in service to our clients; slower response times; distribution of untimely or inaccurate market data to clients who rely on this data for their trades; delays in trade execution; incomplete or inaccurate accounting, recording or processing of trades; significant expense to repair, replace or remediate systems, networks or infrastructure; financial losses and liabilities to clients; loss of clients; or legal or regulatory claims, proceedings, penalties or fines.
Any failure of, or significant interruption, delay or disruption to, or security breaches affecting, our systems, networks or infrastructure could result in: disruption to our operations, including disruptions in service to our clients; slower response times; distribution of untimely or inaccurate market data to clients who rely on this data for their trades; delays in trade execution; incomplete or inaccurate accounting, recording or processing of trades; significant expense to repair, replace or remediate systems, networks or infrastructure; financial losses and liabilities to clients; loss of clients; or legal or regulatory claims, 48 Table of Contents proceedings, penalties or fines.
If we are not able to compete successfully in this area in the future, our revenues could be adversely impacted and, as a result, our business, financial condition and results of operations would be materially adversely affected. 34 Table of Contents The industry in which we operate is rapidly evolving.
If we are not able to compete successfully in this area in the future, our revenues could be adversely impacted and, as a result, our business, financial condition and results of operations would be materially adversely affected. 35 Table of Contents The industry in which we operate is rapidly evolving.
As of December 31, 2023, Refinitiv controls approximately 89.9% of the combined voting power of our common stock as a result of its ownership of our Class B common stock and Class D common stock, each share of which is entitled to 10 votes on all matters submitted to a vote of our stockholders and its ownership of our Class C common stock, each share of which is entitled to 1 vote on all matters submitted to a vote of our stockholders.
As of December 31, 2024, Refinitiv controls approximately 89.9% of the combined voting power of our common stock as a result of its ownership of our Class B common stock and Class D common stock, each share of which is entitled to 10 votes on all matters submitted to a vote of our stockholders and its ownership of our Class C common stock, each share of which is entitled to 1 vote on all matters submitted to a vote of our stockholders.
See “— Risks Relating to Ownership of Our Class A Common Stock.” 56 Table of Contents In certain circumstances, TWM LLC will be required to make distributions to us and the other holders of LLC Interests, and the distributions that TWM LLC will be required to make may be substantial and in excess of our tax liabilities and obligations under the Tax Receivable Agreement.
See “— Risks Relating to Ownership of Our Class A Common Stock.” 58 Table of Contents In certain circumstances, TWM LLC will be required to make distributions to us and the other holders of LLC Interests, and the distributions that TWM LLC will be required to make may be substantial and in excess of our tax liabilities and obligations under the Tax Receivable Agreement.
For example, ICE acquired BondPoint, TMC Bonds and IDC, in an effort to expand its portfolio of fixed income products and services. In addition, in 2018, CME Group completed its acquisition of NEX Group, which expands CME Group’s offerings to include NEX Group’s OTC foreign exchange and rates products and market data.
For example, ICE acquired BondPoint, TMC Bonds and IDC, in an effort to expand its portfolio of fixed income products and services. In addition, in 2018, CME Group completed its acquisition of NEX Group, which expanded CME Group’s offerings to include NEX Group’s OTC foreign exchange and rates products and market data.
The concentration of voting power could deprive you of an opportunity to receive a premium for your shares of Class A common stock as part of a sale of our company and ultimately might affect the market price of our Class A common stock. Refinitiv engages in a broad spectrum of activities.
The concentration of voting power could deprive you of an opportunity to receive a premium for your shares of Class A common stock as part of a sale of our company and ultimately might affect the market price of our Class A common stock. LSEG, including Refinitiv, engages in a broad spectrum of activities.
Operating in a rapidly evolving industry involves a high degree of risk and our future success will depend in part on our ability to: • enhance and improve the responsiveness, functionality, accessibility and reliability of our existing platforms and solutions; • develop, license or acquire new platforms, solutions and technologies that address the increasingly sophisticated and varied needs of our existing and prospective clients, and that allow us to grow within our existing markets and to expand into new markets, asset classes and products; • achieve and maintain market acceptance for our platforms and solutions; • adapt our existing platforms and solutions for new markets, asset classes and products; • respond to competitive pressures, technological advances, including new or disruptive technology such as artificial intelligence, emerging industry standards and practices and regulatory requirements and changes on a cost-effective and timely basis; • attract highly-skilled technology, regulatory, sales and marketing personnel; • operate, support, expand, adapt and develop our operations, systems, networks and infrastructure; • manage cybersecurity threats; • take advantage of acquisitions, strategic alliances and other opportunities; and • obtain any applicable regulatory approval for our platforms and solutions.
Operating in a rapidly evolving industry involves a high degree of risk and our future success will depend in part on our ability to: • enhance and improve the responsiveness, functionality, accessibility and reliability of our existing platforms and solutions; • develop, license or acquire new platforms, solutions and technologies that address the increasingly sophisticated and varied needs of our existing and prospective clients, and that allow us to grow within our existing markets and to expand into new markets, asset classes and products; • achieve and maintain market acceptance for our platforms and solutions; • adapt our existing platforms and solutions for new markets, client sectors, asset classes and products; • respond to competitive pressures, technological advances, including new or disruptive technology, emerging industry standards and practices and regulatory requirements and changes on a cost-effective and timely basis; • attract highly-skilled technology, regulatory, sales and marketing personnel; • operate, support, expand, adapt and develop our operations, systems, networks and infrastructure; • manage cybersecurity threats; • take advantage of acquisitions, strategic alliances and other opportunities; and • obtain any applicable regulatory approval for our platforms and solutions.
The cancellation of, or any adverse change to, our arrangement with LSEG or the inability of LSEG to effectively distribute our data may materially harm our business and competitive position. 38 Table of Contents We are dependent upon trading counterparties and clearinghouses to perform their obligations.
The cancellation of, or any adverse change to, our arrangement with LSEG or the inability of LSEG to effectively distribute our data may materially harm our business and competitive position. 40 Table of Contents We are dependent upon trading counterparties and clearinghouses to perform their obligations.
Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including: • changes in the valuation of our deferred tax assets and liabilities; • expected timing and amount of the release of any tax valuation allowances; • tax effects of stock-based compensation; • changes in tax laws, regulations or interpretations thereof; or 51 Table of Contents • future earnings being lower than anticipated in countries where we have lower statutory tax rates and higher than anticipated in countries where we have higher statutory tax rates.
Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including: • changes in the valuation of our deferred tax assets and liabilities; • expected timing and amount of the release of any tax valuation allowances; • tax effects of stock-based compensation; • changes in tax laws, regulations or interpretations thereof; or • future earnings being lower than anticipated in countries where we have lower statutory tax rates and higher than anticipated in countries where we have higher statutory tax rates.
For example, comprehensive privacy laws in multiple U.S. states have gone, or will go, into effect between 2023 and 2026, and a number of other states are considering similar laws related to the protection of consumer personal information.
For example, comprehensive privacy laws in multiple U.S. states have gone, or will go, into effect between 2024 and 2026, and a number of other states are considering similar laws related to the protection of consumer personal information.
If our ESG practices and goals do not meet evolving investor or other stakeholder expectations and standards, then our reputation or our attractiveness as an investment, business partner, acquirer, service provider or employer could be negatively impacted.
If our sustainability practices and goals do not meet evolving investor or other stakeholder expectations and standards, then our reputation or our attractiveness as an investment, business partner, acquirer, service provider or employer could be negatively impacted.
For example, historically we have used ICBC Financial Services (“ICBC”), a wholly-owned subsidiary of the Industrial and Commercial Bank of China Limited to clear U.S. Treasury trades executed by non-FICC members on our wholesale trading platform. Following the November 2023 ransomware attack on some ICBC operating systems, including those used to clear U.S.
For example, historically we have used ICBC, a wholly-owned subsidiary of the Industrial and Commercial Bank of China Limited to clear U.S. Treasury trades executed by non-FICC members on our wholesale trading platform. Following the November 2023 ransomware attack on some ICBC operating systems, including those used to clear U.S.
Methodologies for reporting ESG data may be updated and previously reported ESG data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations and other changes in circumstances.
Methodologies for reporting sustainability data may be updated and previously reported sustainability data may be adjusted to reflect improvement in availability and quality of third-party data, changing assumptions, changes in the nature and scope of our operations and other changes in circumstances.
Accordingly, if we utilize the exemptions, you would not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq. 54 Table of Contents Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.
Accordingly, if we utilize the exemptions, you would not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq. Anti-takeover provisions in our organizational documents and Delaware law might discourage or delay acquisition attempts for us that you might consider favorable.
The risks associated with such actions are difficult to assess or quantify. 48 Table of Contents In the normal course of our business, we have been, and continue to be from time to time, a party to various legal and regulatory proceedings related to compliance with applicable laws, rules and regulations, including audits, examinations and investigations of our operations and activities.
The risks associated with such actions are difficult to assess or quantify. In the normal course of our business, we have been, and continue to be from time to time, a party to various legal and regulatory proceedings related to compliance with applicable laws, rules and regulations, including audits, examinations and investigations of our operations and activities.
Even if we do adapt our products, services and technologies, we cannot assure you that we will be able to attract clients to our platforms and solutions and compete successfully in any such new markets.
We cannot assure you that we will be able to successfully adapt our platforms, solutions and technologies for use in any new markets. Even if we do adapt our products, services and technologies, we cannot assure you that we will be able to attract clients to our platforms and solutions and compete successfully in any such new markets.
In addition, we have little control over and limited recourse to third-party providers, which increases our vulnerability to errors, failures, interruptions or disruptions or problems with their products or services.
In addition, we have little control over and limited recourse to third-party providers, which increases our vulnerability to errors, failures, cybersecurity attacks, interruptions or disruptions or problems with their products or services.
Because our cost structure is largely fixed, if use of our platforms and demand for our solutions decline for any reason or if we are forced to reduce fees, we may not be able to adjust our cost structure to counteract the associated decline in revenues, which would materially harm our profitability.
Because our cost structure is largely 34 Table of Contents fixed, if use of our platforms and demand for our solutions decline for any reason or if we are forced to reduce fees, we may not be able to adjust our cost structure to counteract the associated decline in revenues, which would materially harm our profitability.
We may use new technologies ineffectively, fail to adequately address regulatory requirements, experience design defects or errors or fail to accurately determine market demand for new platforms, solutions and enhancements.
We and our partners may use new technologies ineffectively, fail to adequately address regulatory requirements, experience design defects or errors or fail to accurately determine market demand for new platforms, solutions and enhancements.
Standards for tracking and reporting ESG matters continue to evolve. Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others.
Standards for tracking and reporting sustainability matters continue to evolve. Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others.
The Company may make repurchases in the open market, through privately negotiated transactions, through accelerated repurchase programs, or pursuant to Rule 10b5-1 plans. The Share Repurchase Program will be conducted in compliance with applicable legal requirements and shall be subject to market conditions and other factors.
The Company may make repurchases in the open market, through privately negotiated transactions, through accelerated repurchase programs, or pursuant to Rule 10b-18 or Rule 10b5-1 plans. The 2022 Share Repurchase Program will be conducted in compliance with applicable legal requirements and shall be subject to market conditions and other factors.
If we do not successfully adapt our existing trading platforms, systems and infrastructure to the requirements of our clients or to emerging industry standards, or if our trading platforms otherwise fail to accommodate trading volumes, our business, financial condition and results of operations could be materially adversely affected.
If we do not successfully adapt our existing trading platforms, systems and infrastructure to the requirements of our clients, changes in regulation or to emerging industry standards, or if our trading platforms otherwise fail to accommodate trading volumes, our business, financial condition and results of operations could be materially adversely affected.
If system failures in the industry continue to occur, it is possible that confidence in the electronic financial services industry could diminish, leading to materially decreased trading volumes and revenues. 46 Table of Contents We may not be able to adequately protect our intellectual property or rely on third-party intellectual property rights, which, in turn, could materially adversely affect our brand and our business.
If system failures in the industry continue to occur, it is possible that confidence in the electronic financial services industry could diminish, leading to materially decreased trading volumes and revenues. We may not be able to adequately protect our intellectual property or rely on third-party intellectual property rights, which, in turn, could materially adversely affect our brand and our business.
If our efforts to secure, protect and enforce our intellectual property rights are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectual property, the value of our brand may be harmed, which could have a material adverse effect on our business.
If our efforts to secure, protect and enforce our 49 Table of Contents intellectual property rights are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectual property, the value of our brand may be harmed, which could have a material adverse effect on our business.
Within the electronic financial services industry in which we operate, we compete based on our ability to provide a broad range of solutions, trading venues with a broad network of market participants and deep liquidity, a competitive fee structure and comprehensive pre-trade, trade and post-trade functionality, as well as the reliability, security and ease of use of our platforms and solutions.
Within the electronic financial services industry in which we operate, we compete based on our ability to provide a broad range of solutions, trading venues with a broad network of market participants and deep liquidity, a competitive fee structure and comprehensive pre-trade, trade and post-trade functionality, including data analytics, as well as the reliability, availability, security and ease of use of our platforms and solutions.
In addition, as regulations are introduced which affect our prudential obligations, the regulatory capital requirements imposed on certain of our subsidiaries may change. 49 Table of Contents It is difficult to know conclusively how future regulatory developments may directly affect our business.
In addition, as regulations are introduced which affect our prudential obligations, the regulatory capital requirements imposed on certain of our subsidiaries may change. It is difficult to know conclusively how future regulatory developments may directly affect our business.
Entering into strategic alliances, partnerships and joint ventures entails risks, including: (i) difficulties in developing or expanding the business of newly formed alliances, partnerships and joint ventures; (ii) exercising influence over the activities of joint ventures in which we do not have a controlling interest; (iii) potential conflicts with or among our partners; (iv) the possibility that our partners could take action without our approval or prevent us from taking action; and (v) the possibility that our partners suffer reputational harm during the pendency of the partnership, become bankrupt or otherwise lack the financial resources to meet their obligations.
Entering into strategic alliances, partnerships joint ventures or strategic minority investments or other financial or commercial arrangements entails risks, including: (i) difficulties in developing or expanding the business of newly formed alliances, partnerships, joint ventures or businesses in which we invest; (ii) exercising influence over the activities of joint ventures or business in which we invest in which we do not have a controlling interest; (iii) potential conflicts with or among our partners; (iv) the possibility that our partners could take action without our approval or prevent us from taking action; and (v) the possibility that our partners suffer reputational harm during the pendency of the partnership, become bankrupt or otherwise lack the financial resources to meet their obligations.
As of December 31, 2023, we had goodwill of $2.8 billion and indefinite-lived intangible assets of $0.3 billion. The carrying value of goodwill represents the fair value of an acquired business in excess of identifiable assets and liabilities as of the acquisition date.
As of December 31, 2024, we had goodwill of $3.2 billion and indefinite-lived intangible assets of $0.3 billion. The carrying value of goodwill represents the fair value of an acquired business in excess of identifiable assets and liabilities as of the acquisition date.
For example, the California Consumer Privacy Act (“CCPA”), which came into force in 2020, broadly defines personal information, gives California residents expanded data privacy rights and protections to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal data is used.
For example, the California Consumer Privacy Act (“CCPA”), which came into force in 2020, broadly defines personal information and California “consumers” to whom the law applies, and gives California residents expanded data privacy rights and protections to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal data is used.
Much of our international operations are subject to similar regulations in their respective jurisdictions, including regulations overseen by the FCA, the DNB, the AFM, the AMF, the ACPR, the BaFin, the JFSA, the JSDA, the SFC, the MAS, the ASIC, the CBNV, the FINMA, the Investment Industry Regulatory Organization of Canada and provincial regulators in Canada and the DFS.
Much of our international operations are subject to similar regulations in their respective jurisdictions, including regulations overseen by the FCA, the DNB, the AFM, the AMF, the ACPR, the BaFin, the JFSA, the JSDA, the SFC, the MAS, the ASIC, the CBNV, the FINMA, the Investment Industry Regulatory Organization of Canada and provincial regulators in Canada, the DFSA, the ADGM and the CMVM.
The regulatory framework for privacy, data protection and information security worldwide is uncertain, and is likely to remain uncertain for the foreseeable future, and we expect that there will continue to be new laws, rules regulations and industry standards concerning privacy, data protection and information security proposed and enacted in the various jurisdictions in which we operate.
The regulatory framework for privacy, data protection and information security worldwide is uncertain, and is likely to remain uncertain for the foreseeable future, and we expect that there will continue to be new laws, rules regulations and industry standards concerning privacy, data protection and information security proposed and enacted in the various jurisdictions in which 52 Table of Contents we operate.
We may undertake acquisitions or divestitures, which may not be successful, and which could materially adversely affect our business, financial condition and results of operations. From time to time, we consider acquisitions, which may not be completed or, if completed, may not be ultimately beneficial to us.
We may undertake acquisitions or divestitures, which may not be successful, and which could materially adversely affect our business, financial condition and results of operations. We regularly consider acquisitions, which may not be completed or, if completed, may not be ultimately beneficial to us.
Although we have not been a victim of a cyber-attack or other cybersecurity incident that has had a material impact on our operations or financial condition, we have from time to time experienced cybersecurity incidents, including attempted distributed denial of service attacks, malware infections, phishing and other information technology incidents that are typical for an electronic financial services company of our size.
Although we have not been a victim of a cyber attack or other cybersecurity incident that has had a material impact on our operations or financial condition, we have from time to time experienced cybersecurity incidents, including attempted denial of service attacks, malware infections, phishing, subversion of internal security controls and other information technology incidents that are typical for an electronic financial services company of our size.
We have made several acquisitions in the past, including the purchase of the Hilliard Farber & Co. business in 2008, the Rafferty Capital Markets business in 2011, BondDesk in 2013, CodeStreet in 2016, Nasdaq’s U.S. fixed income electronic trading platform in 2021, Yieldbroker in 2023 and r8fin in 2024.
We have made several acquisitions in the past, and increasingly in the last several years, including the purchase of the Hilliard Farber & Co. business in 2008, the Rafferty Capital Markets business in 2011, BondDesk in 2013, CodeStreet in 2016, Nasdaq’s U.S. fixed income electronic trading platform in 2021, Yieldbroker in 2023, r8fin in 2024 and ICD in 2024.
The following factors, in addition to other factors described in this “Risk Factors” section, may have a significant impact on the market price and trading volume of our Class A common stock: • negative trends in global economic conditions or activity levels in our industry, including any potential recession in the U.S. or global economies; • changes in our relationship with our clients or in client needs or expectations or trends in the markets in which we operate; • announcements concerning or by our competitors or concerning our industry or the markets in which we operate in general; • announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us; • our ability to implement our business strategy; • our ability to complete and integrate acquisitions; • actual or anticipated fluctuations in our quarterly or annual operating results or failure to meet guidance given by us or any change in guidance given by us or in our guidance practices; • trading volume of our Class A common stock; • the failure of securities analysts to cover the Company or changes in financial estimates by the analysts who cover us, our competitors or our industry in general; • economic, political, social, legal and regulatory factors unrelated to our performance; • changes in accounting principles; • the loss of any of our management or key personnel; • sales of our Class A common stock by us, our executive officers, directors or our stockholders in the future; • investor perception of us, our competitors and our industry; • any adverse consequences related to our multi-class capital structure, such as stock index providers excluding companies with multi-class capital structures from certain indices; and • overall fluctuations in the U.S. equity markets generally.
The following factors, in addition to other factors described in this “Risk Factors” section, may have a significant impact on the market price and trading volume of our Class A common stock: • negative trends in global economic conditions or activity levels in our industry, including the strength and direction of the U.S. and global economy and banking industry; • changes in our relationship with our clients or in client needs or expectations or trends in the markets in which we operate; • announcements concerning or by our competitors or concerning our industry or the markets in which we operate in general; • announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us; • our ability to implement our business strategy; • our ability to complete and integrate acquisitions; • actual or anticipated fluctuations in our quarterly or annual operating results or failure to meet guidance given by us or any change in guidance given by us or in our guidance practices; 61 Table of Contents • trading volume of our Class A common stock; • the failure of securities analysts to cover the Company or changes in financial estimates by the analysts who cover us, our competitors or our industry in general; • economic, political, social, legal and regulatory factors unrelated to our performance, including as a result of the new U.S. administration and Congress; • changes in accounting principles; • the loss of any of our management or key personnel; • sales of our Class A common stock by us, our executive officers, directors or our stockholders in the future; • investor perception of us, our competitors and our industry; • any adverse consequences related to our multi-class capital structure, such as stock index providers excluding companies with multi-class capital structures from certain indices; and • overall fluctuations in the U.S. equity markets generally.
We may incur losses as a result of unforeseen, catastrophic or uncontrollable events, including fire, natural disasters, extreme weather events, global health crises (including COVID-19 and its variants), power loss, telecommunications failure, software or hardware malfunctions, theft, cyber-attacks, acts of war, terrorist attacks or other armed hostilities (including the war in Ukraine and the Israel Hamas war).
We may incur losses as a result of unforeseen, catastrophic or uncontrollable events, including fire, natural disasters, extreme weather events, global health crises (including COVID-19 and its variants), power loss, telecommunications failure, software or hardware malfunctions, theft, cyber attacks, acts of war, terrorist attacks or other armed hostilities (including the war in Ukraine and the conflicts in the Middle East).
Payments under the Tax Receivable Agreement are not conditioned on any Continuing LLC Owner’s continued ownership of LLC Interests or our Class A common stock or Class B common stock.
Payments under the Tax Receivable Agreement are not conditioned on any Continuing LLC 59 Table of Contents Owner’s continued ownership of LLC Interests or our Class A common stock or Class B common stock.
For example, as of December 31, 2023, we recorded a liability of $457.5 million related to our projected obligations under the Tax Receivable Agreement with respect to LLC Interests that were purchased by Tradeweb Markets Inc. using the net proceeds from the IPO and the October 2019 and the April 2020 follow-on offerings and LLC Interests that were subsequently exchanged by Continuing LLC Owners.
For example, as of December 31, 2024, we recorded a liability of $372.8 million related to our projected obligations under the Tax Receivable Agreement with respect to LLC Interests that were purchased by Tradeweb Markets Inc. using the net proceeds from the IPO and the October 2019 and the April 2020 follow-on offerings and LLC Interests that were subsequently exchanged by Continuing LLC Owners.
We may be adversely affected by any negative publicity, regardless of its accuracy, including with respect to, among other things, the quality and reliability of our platforms and solutions, the accuracy of our market data, our ability to maintain the security of our data and systems, networks and infrastructure and any impropriety, misconduct or fraudulent activity by any person formerly or currently associated with us.
We may be adversely affected by any negative publicity, regardless of its accuracy, including with respect to, among other things, the quality and reliability of our platforms and solutions, the accuracy of our market data, our ability to maintain the security of our data and systems, networks and infrastructure, our use of developing technologies, such as AI and any impropriety, misconduct or fraudulent activity by any person formerly or currently associated with us.
Moreover, there is significant competition for acquisition and expansion opportunities in the electronic financial services industry. 42 Table of Contents Acquisitions involve numerous risks, including (i) failing to properly identify appropriate acquisition targets and to negotiate acceptable terms; (ii) incurring the time and expense associated with identifying and evaluating potential acquisition targets and negotiating potential transactions; (iii) diverting management’s attention from the operation of our existing business; (iv) using inaccurate estimates and judgments to evaluate credit, operations, funding, liquidity, business, management and market risks with respect to the acquisition target or assets; (v) litigation relating to an acquisition, particularly in the context of a publicly held acquisition target, that could require us to incur significant expenses, result in or delay or enjoin the transaction; (vi) failing to properly identify an acquisition target’s significant problems, liabilities or risks; (vii) not receiving required regulatory approvals on the terms expected or such approvals being delayed or restrictively conditional; and (viii) failing to obtain financing on favorable terms, or at all.
Acquisitions involve numerous risks, including (i) failing to properly identify appropriate acquisition targets and to negotiate acceptable terms; (ii) incurring the time and expense associated with identifying and evaluating potential acquisition targets and negotiating potential transactions; (iii) diverting management’s attention from the operation of our existing business; (iv) using inaccurate estimates and judgments to evaluate credit, operations, funding, liquidity, business, management and market risks with respect to the acquisition target or assets; (v) litigation relating to an acquisition, particularly in the context of a publicly held acquisition target, that could require us to incur significant expenses, result in or delay or enjoin the transaction; (vi) failing to properly identify an acquisition target’s significant problems, liabilities or risks; (vii) not receiving required regulatory approvals on the terms expected or such approvals being delayed or restrictively conditional; and (viii) failing to obtain financing on favorable terms, or at all.
We cannot assure you that any of these third-party providers will be able or willing to continue to provide these products and services in an efficient, cost-effective or timely manner, or at all, or that they will be able to adequately expand their services to meet our needs.
We cannot assure you that any of these third-party providers will be able or willing to continue to provide these products and services in an efficient, cost-effective or timely manner, or at all, or that they will be able to adequately expand their services to meet our needs or meet the increasing regulatory requirements applicable to our business.
Recent European court and regulator decisions are driving increased attention to use of cookies and tracking technologies on websites and digital platforms.
Recent European court and regulator decisions are continuing to drive increased attention to use of cookies and tracking technologies on websites and digital platforms.
Risks Relating to the Operation and Performance of our Business • We are dependent on our dealer clients to support our marketplaces by transacting with our other institutional, wholesale and retail clients. • We do not have long-term contractual arrangements with most of our liquidity taking clients. • Our business could be harmed if we are unable to maintain and grow the capacity of our trading platforms, systems and infrastructure. • We may experience design defects, errors, failures or delays with our platforms or solutions. • We rely on third parties to perform certain key functions, are dependent on third parties for our pre- and post-trade data, analytics and reporting solutions and are dependent upon trading counterparties and clearinghouses to perform their obligations. • Our ability to conduct our business may be impacted by unforeseen, catastrophic or uncontrollable events. • Our quarterly results may fluctuate significantly. • Failure to retain our senior management team or the inability to attract and retain qualified personnel could materially adversely impact our ability to operate or grow our business. • We could face damage to our reputation or brand. • We may incur impairment charges for our goodwill and other indefinite-lived intangible assets. • We may be unable to achieve our environmental, social and governance goals.
Risks Relating to the Operation and Performance of our Business • We are dependent on our dealer clients to support our marketplaces by transacting with our other institutional, wholesale and retail clients. • We do not have long-term contractual arrangements with certain of our clients. • Our business could be harmed if we are unable to maintain and grow the capacity of our trading platforms, systems and infrastructure. • We may experience design defects, errors, failures or delays with our platforms or solutions. • We rely on third parties to perform certain key functions, are dependent on third parties for our pre- and post-trade data, analytics and reporting solutions and are dependent upon trading counterparties and clearinghouses to perform their obligations. • Our ability to conduct our business may be impacted by unforeseen, catastrophic or uncontrollable events. • Our quarterly results may fluctuate significantly. • Failure to retain our senior management team or the inability to attract and retain qualified personnel could materially adversely impact our ability to operate or grow our business. • We could face damage to our reputation or brand. • We may incur impairment charges for our goodwill and other indefinite-lived intangible assets. • We may be unable to achieve our sustainability goals. • Cryptocurrency and other digital assets are an emerging asset class that carries unique risk, including the risk of financial loss.
For example, our trading platforms face existing and potential competition from large exchanges, which have in recent years developed electronic capabilities in-house or through acquisitions. We also face competition from individual banks that offer their own electronic platforms to their institutional clients and from providers of execution management services and order management services.
For example, our trading platforms face existing and potential competition from large exchanges, which have in recent years developed electronic capabilities in-house or through acquisitions. We also face competition from individual banks that offer their own electronic platforms to their institutional clients and from EMS and OMS providers.
Our business, and the businesses of many of our clients, could be materially adversely affected by new laws, rules or regulations or changes in existing laws, rules or regulations, including the interpretation and enforcement thereof. Our business, and the business of many of our clients, is subject to extensive regulation.
Our business, and the businesses of many of our clients, could be materially adversely affected by new laws, rules or regulations or changes in existing laws, rules or regulations, including the interpretation and enforcement thereof.
Risks Relating to Market and Industry Dynamics and Competition • Economic, political and market conditions may reduce trading volumes. • We may fail to compete successfully. • If we are unable to adapt our business effectively to keep pace with industry changes, we may not be able to compete effectively. • We may face consolidation and concentration in the financial services industry.
Risks Relating to Market and Industry Dynamics and Competition • Economic, political and market conditions may reduce trading volumes. • We may fail to compete successfully. • If we are unable to adapt our business effectively to keep pace with industry and technological changes, we may not be able to compete effectively. • Our use and development of artificial intelligence and blockchain technologies may not be successful. • We may face consolidation and concentration in the financial services industry.
Any failure to comply with such legal and regulatory requirements could subject us to increased costs, fines, penalties or other sanctions, including suspensions of, or prohibitions on, certain of our activities, revocations of certain of our licenses or registrations, such as our membership in FINRA or our registration as a broker-dealer, or suspension of personnel.
Any failure to comply with such legal and regulatory requirements could subject us to increased costs, fines, penalties or other sanctions, including suspensions of, or prohibitions on, certain of our activities, revocations of certain of our licenses or registrations, such as our membership in FINRA or our registration as a broker-dealer, or suspension of personnel. 50 Table of Contents Certain of our subsidiaries are subject to net capital and similar financial resource requirements.
Divestitures also involve numerous risks, including: (i) failing to properly identify appropriate assets or businesses for divestiture and buyers; (ii) inability to negotiate favorable terms for the divestiture of such assets or businesses; (iii) incurring the time and expense associated with identifying and evaluating potential divestitures and negotiating potential transactions; (iv) management’s attention being diverted from the operation of our existing business, including to provide on-going services to the divested business; (v) encountering difficulties in the separation of operations, platforms, solutions or personnel; (vi) retaining future liabilities as a result of contractual indemnity obligations; and (vii) loss of, or damage to our relationships with, any of our key employees, clients, third-party providers or other business partners.
Divestitures also involve numerous risks, including: (i) failing to properly identify appropriate assets or businesses for divestiture and buyers; (ii) inability to negotiate favorable terms for the divestiture of such assets or businesses; (iii) incurring the time and expense associated with identifying and evaluating potential divestitures and negotiating potential transactions; (iv) management’s attention being diverted from the operation of our existing business, including to provide on-going services to the divested business; (v) encountering difficulties in the separation of operations, platforms, solutions or personnel; (vi) retaining future liabilities as a result of contractual indemnity obligations; and (vii) loss of, or damage to our relationships with, any of our key employees, clients, third-party providers or other business partners. 45 Table of Contents We cannot readily predict the timing or size of any future acquisition or divestiture, and there can be no assurance that we will realize any anticipated benefits from any recent or any potential future acquisition or divestiture.
In particular, like us, third-party providers are vulnerable to operational and technological disruptions, and we may have limited remedies against these third parties in the event of product or service disruptions.
In particular, like us, third-party providers are vulnerable to cybersecurity threats and other issues that can lead to operational and technological disruptions, and we may have limited remedies against these third parties in the event of product or service disruptions.
We cannot assure you that we will be able to enter into strategic alliances, partnerships or joint ventures on terms that are favorable to us, or at all, or that any strategic alliance, partnership or joint venture we have entered into or may enter into will be successful.
We cannot assure you that we will be able to enter into strategic alliances, partnerships or joint ventures or invest in businesses or enter into financial or commercial arrangements on terms that are favorable to us, or at all, or that any strategic alliance, partnership or joint venture we have entered into or may enter into or investment we have or may make will be successful.
Even if we succeed in developing a strategic alliance, partnership or joint venture with a new partner, we may not be successful in maintaining the relationship.
Even if we succeed in developing a strategic alliance, partnership or joint venture with a new partner or investing in a business or other financial or commercial arrangement, we may not be successful in maintaining the relationship.
To effectively manage the expected growth of our operations, we will need to continue to improve our operational, financial and management processes and systems. 41 Table of Contents The success of our growth plan depends, in part, on our ability to implement our business strategies.
Our future financial performance depends in large part on our ability to successfully execute our growth plan. To effectively manage the expected growth of our operations, we will need to continue to improve our operational, financial and management processes and systems. The success of our growth plan depends, in part, on our ability to implement our business strategies.
We may be unable to achieve our environmental, social and governance (“ESG”) goals. We have established ESG goals for our business. These goals reflect our current plans and aspirations and we may not be able to achieve them.
We may be unable to achieve our sustainability goals. We have established sustainability goals for our business. These goals reflect our current plans and aspirations and we may not be able to achieve them.
Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition and results of operations.
Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition and results of operations. Any adverse determination in litigation could also subject us to significant liabilities.
We primarily compete with other electronic trading platforms and trading business conducted directly between dealers and their institutional, wholesale and retail client counterparties over telephone, email or instant messaging. We also compete with securities and futures exchanges, other inter-dealer brokers and single bank systems.
We primarily compete with other electronic trading platforms and trading business conducted directly between dealers and their institutional, wholesale and retail client counterparties over telephone, email or instant messaging. We also compete with securities and futures exchanges, other inter-dealer brokers, execution management services (“EMS”), order management services (“OMS”) providers, single bank systems and market data and information vendors.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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The Audit Committee of the Board reviews guidelines and policies governing the process by which senior management assesses and manages our exposure to risk, including our major financial and operational risk exposures including those derived from cybersecurity risk, and the steps management takes to monitor and control such exposures.
The Audit and Risk Committee of the Board reviews guidelines and policies governing the process by which senior management assesses and manages our exposure to risk, including our major financial and operational risk exposures including those derived from cybersecurity risk, and the steps management takes to monitor and control such exposures.
Our Board and our Audit Committee each receive periodic reports from our Chief Information Security Officer and Chief Risk Officer to assess key cybersecurity risks for the Company and the measures implemented to mitigate them, as well as updates regarding changes to our cybersecurity risk profile or newly identified significant risks.
Our Board and our Audit and Risk Committee each receive periodic reports from our Chief Information Security Officer, Chief Risk Officer and Chief Administrative Officer to assess key cybersecurity risks for the Company and the measures implemented to mitigate them, as well as updates regarding changes to our cybersecurity risk profile or newly identified significant risks.
In addition, the Audit Committee reports to the Board on these matters at each regularly scheduled Board meeting. The Board and Audit Committee provide feedback and recommendations accordingly. 63 Table of Contents Role of Management We operate on a “three lines of defense” risk governance model, with partnership and communication across the three lines.
In addition, the Audit and Risk Committee reports to the Board on these matters at each regularly scheduled Board meeting. The Board and Audit and Risk Committee provide feedback and recommendations accordingly. 65 Table of Contents Role of Management We operate on a “three lines of defense” risk governance model, with partnership and communication across the three lines.
The ERC is responsible for the governance and oversight of our Risk Framework, which includes cybersecurity risks. Its responsibilities include, supervising risk mitigation strategies and their implementation, overseeing compliance and regulatory aspects, managing crisis, approving risk tolerance, reviewing and approving material policy changes and evaluating the effectiveness of the organization’s risk management practices.
The ERC is responsible for the governance and oversight of our Risk Framework, which includes cybersecurity risks. Its responsibilities include, supervising risk mitigation strategies and their implementation, overseeing compliance and regulatory aspects, managing crises, approving risk tolerance, reviewing and approving material policy changes and evaluating the effectiveness of the organization’s risk management practices.
Our cybersecurity program includes a number of components, such as: • conducting regular risk assessments to identify potential vulnerabilities and threats; • implementing strong cybersecurity frameworks by adopting policies, standards and guidelines derived from a combination of ISO/IEC 27001 principles, the National Institute of Standards and Technology Cybersecurity Framework and industry best practices; • enforcing strict access control policies as appropriate; • implementing strong encryption protocols; • utilizing advanced threat detection systems; • conducting regular security audits and penetration testing; • conducting thorough security assessment of third-party vendors and service providers on an ongoing basis; and • continuous monitoring of our and third-party systems.
Our cybersecurity program includes a number of components, such as: • conducting regular risk assessments to identify potential vulnerabilities and threats; • implementing strong cybersecurity frameworks by adopting policies, standards and guidelines derived from a combination of ISO/IEC 27001 principles, the National Institute of Standards and Technology Cybersecurity Framework and industry best practices; • enforcing strict access control policies as appropriate; • implementing strong encryption protocols; • utilizing advanced threat detection systems; 64 Table of Contents • conducting regular security audits and penetration testing; • conducting thorough security assessments of third-party vendors and service providers on an ongoing basis; and • continuous monitoring of our and third-party systems.
The Enterprise Risk Committee (the “ERC”) is chaired by our Chief Risk Officer and includes our President, Chief Technology Officer, General Counsel, Global Head of Enterprise Risk, Chief Information Security Officer, Head of Global Compliance, Global Head of Human Resources, Head of Internal Audit and various global heads of business lines and corporate functions.
The Enterprise Risk Committee (the “ERC”) is chaired by our Chief Risk Officer and includes our Chief Technology Officer, General Counsel, Chief Administrative Officer, Global Head of Enterprise Risk, Chief Information Security Officer, Head of Global Compliance, Global Head of Human Resources, Head of Internal Audit and various global heads of business lines and corporate functions.
We have not been a victim of a cyber-attack or other cybersecurity incident that has had a material impact on us, our business strategy, results of operations or financial condition; however, we have from time to time experienced non-significant cybersecurity events, including attempted denial of service attacks, malware infections, phishing and other information technology events that are typical for an electronic financial services company of our size.
We have not been a victim of a cyber attack or other cybersecurity incident that has had a material impact on us, our business strategy, results of operations or financial condition; however, we have from time to time experienced non-significant cybersecurity events, including attempted denial of service attacks, malware infections, phishing, subversion of internal security controls and other information technology events that are typical for an electronic financial services company of our size.
Many members of the cybersecurity team hold Certified Information Systems Security Professional and Certified Information Systems Auditor certifications. In addition, our Global Head of Enterprise Risk has over a decade of experience managing enterprise risk programs and maintains multiple information security certifications.
Many members of the cybersecurity team hold Certified Information Systems Security Professional and Certified Information Systems Auditor certifications. In addition, our Global Head of Enterprise Risk has more than a decade of experience managing enterprise risk programs and maintains multiple information security certifications.
For additional information regarding risks related to cybersecurity threats, see Part I, Item 1A. – “Risk Factors — Risks Relating to Cybersecurity and Intellectual Property — Actual or perceived security vulnerabilities in our systems, networks and infrastructure, breaches of security controls, unauthorized access to confidential or personal information or cyber-attacks could harm our business, reputation and results of operations” and “— Systems failures, interruptions, delays in service, catastrophic events and resulting interruptions in the availability of our platforms or solutions could materially harm our business and reputation.” Governance Role of our Board of Directors The Board of Directors of Tradeweb Markets Inc. exercises direct oversight of the strategic risks to the Company.
Please see Part I, Item 1A. —“Risk Factors—Risks Relating to the Operation and Performance of Our Business—We rely on third parties to perform certain key functions, and their failure to perform those functions could result in the interruption of our operations and systems and could result in significant costs and reputational damage to us.” For additional information regarding risks related to cybersecurity threats, see also Part I, Item 1A. – “Risk Factors — Risks Relating to Cybersecurity and Intellectual Property Actual or perceived security vulnerabilities in our systems, networks and infrastructure, breaches of security controls, unauthorized access to confidential or personal information or cyber attacks could harm our business, reputation and results of operations” and “— Systems failures, interruptions, delays in service, catastrophic events and resulting interruptions in the availability of our platforms or solutions could materially harm our business and reputation.” Governance Role of our Board of Directors The Board of Directors of Tradeweb Markets Inc. exercises direct oversight of the strategic risks to the Company.
We have comprehensive cybersecurity risk management and governance systems in place across our global operations designed to support successful operation of our systems. Risk Management and Strategy We operate in an environment where cybersecurity risks is a dynamic and evolving factor.
We have comprehensive cybersecurity risk management and governance systems in place across our global operations designed to support successful operation of our systems. Risk Management and Strategy We operate in an environment where cybersecurity risk is dynamic and evolving. We are committed to appropriately managing and minimizing the impact of cybersecurity risk on the achievement of our business objectives.
In addition, each year, we undergo System and Organization Controls (“SOC”) 1 and SOC 2 audit reviews performed by an independent third-party firm to test our information technology systems internal controls. In 2023, we also engaged a third-party service provider to conduct a cybersecurity maturity assessment of our information security program.
In addition, each year, we undergo System and Organization Controls (“SOC”) 1 and SOC 2 audit reviews performed by an independent third-party firm to test our information technology systems internal controls. We also regularly engage additional assessors, auditors and service providers in connection with the implementation, assessment, enhancement and evaluation of our cybersecurity program, including our risk management processes.
As such, we have integrated our cybersecurity program into our comprehensive Risk Framework, which is in place to support the management and oversight of risk across our organization. The Risk Framework establishes a consistent approach for identifying, assessing, measuring, mitigating, and reporting on material risks, including cybersecurity risks.
We view cybersecurity risk management as a fundamental business process essential to our overall success. As such, we have integrated our cybersecurity program into our comprehensive Risk Framework, which is in place to support the management and oversight of risk across our organization.
The Risk Framework is composed of process components such as risk governance, risk identification and assessment, risk measurement, risk response and remediation and risk analysis and reporting. 62 Table of Contents The general objectives for our cybersecurity program are to protect our information systems from cyber threats and to protect the confidentiality, integrity and availability of systems and information used, owned, or managed by Tradeweb and our customers.
The general objectives for our cybersecurity program are to protect our information systems from cyber threats and to protect the confidentiality, integrity and availability of systems and information used, owned, or managed by Tradeweb and our customers. This involves a comprehensive and ongoing effort to protect against, detect, and respond to cybersecurity threats and vulnerabilities.
Removed
We are committed to appropriately managing and minimizing the impact of cybersecurity risk on the achievement of our business objectives. We view cybersecurity risk management as a fundamental business process essential to our overall success.
Added
The Risk Framework establishes a consistent approach for identifying, assessing, measuring, mitigating, and reporting on material risks, including cybersecurity risks. The Risk Framework is composed of process components such as risk governance, risk identification and assessment, risk measurement, risk response and remediation and risk analysis and reporting.
Removed
This involves a comprehensive and ongoing effort to protect against, detect, and respond to cybersecurity threats and vulnerabilities.
Added
These risks extend to the third parties we rely on to provide certain services, including technology services, to us.
Removed
We also regularly engage additional assessors, auditors and service providers in connection with the implementation, assessment, enhancement and evaluation of our cybersecurity program, including our risk management processes.

Item 2. Properties

Properties — owned and leased real estate

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We believe that our facilities are in good operating condition and adequately meet our current needs, and that additional or alternative space to support future use and expansion will be available on reasonable commercial terms. 64 Table of Contents
We believe that our facilities are in good operating condition and adequately meet our current needs, and that additional or alternative space to support future use and expansion will be available on reasonable commercial terms. 66 Table of Contents
Our infrastructure operates out of third-party data centers in Secaucus, New Jersey, Weehawken, New Jersey, Piscataway, New Jersey and Chicago, Illinois and, outside the United States, in Hounslow, United Kingdom, Slough, United Kingdom, Saitama, Japan, Tokyo, Japan and Sydney, Australia.
Our infrastructure operates out of third-party data centers in Secaucus, New Jersey, Weehawken, New Jersey, Piscataway, New Jersey, Chicago, Illinois, Alpharetta, Georgia and Aurora, Colorado and, outside the United States, in Hounslow, United Kingdom, Slough, United Kingdom, Saitama, Japan, Tokyo, Japan and Sydney, Australia.
As of December 31, 2023, our principal offices consisted of the following properties: Location Square Feet Lease Expiration Date Use New York, New York 41,062 12/31/2024 Office Space Jersey City, New Jersey 65,242 12/31/2027 Office Space London, United Kingdom 16,259 3/1/2030 Office Space We also rent offices in Boston, Massachusetts, Garden City, New York, Shanghai, China, Paris, France, Hong Kong, China, Tokyo, Japan, Amsterdam, Netherlands, Dubai, United Arab Emirates, Singapore, Miami, Florida, Chicago, Illinois and Sydney, Australia.
As of December 31, 2024, our principal offices consisted of the following properties: Location Square Feet Lease Expiration Date Use New York, New York 41,062 9/30/2025 Office Space Jersey City, New Jersey 65,242 12/31/2027 Office Space London, United Kingdom 16,259 3/1/2030 Office Space In June 2024, we signed a lease for our headquarters in New York that is expected to commence in mid-2025 and has an expected initial lease term of approximately 16 years.
Added
We also rent offices in Boston, Massachusetts, Garden City, New York, Somerset, New Jersey, Miami, Florida, Chicago, Illinois, Golden, Colorado, Walnut Creek, California, Amsterdam, Netherlands, Paris, France, Milan, Italy, Shanghai, China, Hong Kong, China, Singapore, Tokyo, Japan, Sydney, Australia, Dubai, United Arab Emirates, Mumbai, India and Sao Paolo, Brazil.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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We believe that we have meritorious defenses to any allegations asserted against us in this litigation and, if necessary, intend to vigorously defend our position. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 66 Table of Contents PART II
We believe that we have meritorious defenses to any allegations asserted against us in this litigation and, if necessary, intend to vigorously defend our position. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 68 Table of Contents PART II
Oral argument in the appeal was held on October 3, 2023, and by order and opinion issued on February 1, 2024, the Second Circuit affirmed the District Court’s order dismissing all claims against all defendants, including the claims against the Company. 65 Table of Contents Interest Rate Swaps Matter In November 2015, Public School Teachers’ Pension and Retirement Fund of Chicago, on behalf of itself and a putative class of other similar purchasers of interest rate swaps (“IRS”), filed a lawsuit in the United States District Court for the Southern District of New York against Tradeweb Markets LLC, ICAP Capital Markets LLC and several investment banks and their affiliates (the “Dealer Defendants”), captioned Public School Teachers’ Pension and Retirement Fund of Chicago v.
All deadlines for any further avenues of appeal have expired and we consider the matter closed. 67 Table of Contents Interest Rate Swaps Matter In November 2015, Public School Teachers’ Pension and Retirement Fund of Chicago, on behalf of itself and a putative class of other similar purchasers of interest rate swaps (“IRS”), filed a lawsuit in the United States District Court for the Southern District of New York against Tradeweb Markets LLC, ICAP Capital Markets LLC and several investment banks and their affiliates (the “Dealer Defendants”), captioned Public School Teachers’ Pension and Retirement Fund of Chicago v.
Added
Oral argument in the appeal was held on October 3, 2023, and by order and opinion issued on February 1, 2024, the Second Circuit affirmed the District Court’s order dismissing all claims against all defendants, including the claims against the Company.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Such shares of Class A common stock held by banks, brokerage firms and other financial institutions as nominees for beneficial owners are considered to be held of record by Cede & Co., a nominee for The Depository Trust Company, who is considered to be one of the two holders of record of our Class A common stock.
Such shares of Class A common stock held by banks, brokerage firms and other financial institutions as nominees for beneficial owners are considered to be held of record by Cede & Co., a nominee for The Depository Trust Company, who is considered to be one of the five holders of record of our Class A common stock.
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 $0.10 per share.
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.
Holders As of December 31, 2023, there are two holders of record of our Class A common stock, one holder of record of our Class B common stock, one holder of record of our Class C common stock and 12 holders of record of our Class D common stock.
Holders As of December 31, 2024, there are five holders of record of our Class A common stock, one holder of record of our Class B common stock, one holder of record of our Class C common stock and 12 holders of record of our Class D common stock.
See Part I, Item 1A. – “Risk Factors — Risks Relating to our Organizational Structure and Governance — Our principal asset is our equity interest in TWM LLC, and, accordingly, we depend on distributions from TWM LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement ” and Part I, Item 1A. – “Risk Factors — Risks Relating to Ownership of our Class A Common Stock — We intend to continue to pay regular dividends on our Class A common stock and Class B common stock, but our ability to do so may be limited .” During 2023, Tradeweb Markets Inc. paid quarterly cash dividends of $0.09 per share, in an aggregate amount of $75.9 million, to the holders of Class A common stock and Class B common stock. 67 Table of Contents Recent Sales of Unregistered Securities On November 16, 2023, we and TWM LLC entered into a definitive agreement for TWM LLC to acquire all the outstanding equity interests of r8fin, which closed on January 19, 2024.
See Part I, Item 1A. – “Risk Factors — Risks Relating to our Organizational Structure and Governance — Our principal asset is our equity interest in TWM LLC, and, accordingly, we depend on distributions from TWM LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement ” and Part I, Item 1A. – “Risk Factors — Risks Relating to Ownership of our Class A Common Stock — We intend to continue to pay regular dividends on our Class A common stock and Class B common stock, but our ability to do so may be limited .” During 2024, Tradeweb Markets Inc. paid quarterly cash dividends of $0.10 per share, in an aggregate amount of $85.2 million, to the holders of Class A common stock and Class B common stock. 69 Table of Contents Recent Sales of Unregistered Securities Not applicable.
The graph assumes an initial investment of $100 in our Class A common stock and in each index on April 4, 2019, and that all dividends were reinvested. Historical stock price performance should not be relied upon as an indication of future stock price performance .
Financials Index, in each case for the past five years. The figures in this graph assume an initial investment of $100 in our Class A common stock and in each index on December 31, 2019, and that all dividends were reinvested. Historical stock price performance should not be relied upon as an indication of future stock price performance .
Stock Performance Graph The following graph shows a comparison from April 4, 2019 (the date our Class A common stock commenced trading on Nasdaq) through December 31, 2023 of the cumulative total return for (i) our Class A common stock, (ii) the S&P 500 Index and (iii) the Dow Jones U.S. Financials Index.
During the three months ended December 31, 2024, the Company withheld 11,622 shares of Class A common stock in connection with such exercises and vesting of stock awards. 70 Table of Contents Stock Performance Graph The following graph shows a comparison of the cumulative total return for (i) our Class A common stock, (ii) the S&P 500 Index and (iii) the Dow Jones U.S.
Securities Authorized for Issuance Under Equity Compensation Plans See Item 12 of this Report for information about securities authorized for issuance under our equity compensation plans. Issuer Purchases of Equity Securities During the three months ended December 31, 2023, we did not repurchase any securities pursuant to share repurchase programs.
Securities Authorized for Issuance Under Equity Compensation Plans See Part III, Item 12 of this Annual Report for information about securities authorized for issuance under our equity compensation plans.
Removed
On the closing date, we issued a total of 374,601 shares of Class A common stock as partial consideration for the acquisition. The issuance of the Class A common stock was made in reliance on Section 4(a)(2) of the Securities Act.
Added
Issuer Purchases of Equity Securities During the three months ended December 31, 2024, we repurchased the following shares of Class A common stock: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) (in thousands) October 1, 2024 – October 31, 2024 — — — $ 214,790 November 1, 2024 – November 30, 2024 128,840 131.49 128,840 $ 197,848 December 1, 2024 – December 31, 2024 135,280 132.69 135,280 $ 179,898 Total 264,120 $ 132.11 264,120 (1) On December 5, 2022, we announced that our board of directors authorized 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 the Company’s previous program in February 2021.
Removed
The Company relied on this exemption from registration based in part on the nature of the transaction and the representations made by the recipients of the Class A common stock, which were former equityholders of r8fin.
Added
The 2022 Share Repurchase Program was authorized to continue to offset annual dilution from stock-based compensation plans, as well as to opportunistically repurchase the Company’s Class A common stock. The 2022 Share Repurchase Program authorizes the purchase of up to $300.0 million of our Class A common stock at the Company’s discretion and has no termination date.
Added
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.
Added
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.
Added
Each share of Class A common stock repurchased pursuant to the 2022 Share Repurchase Program was funded with the proceeds, on a dollar-for-dollar basis, from the repurchase by Tradeweb Markets LLC of an LLC Interest directly from the Corporation in order to maintain (subject to certain exceptions) the one-to-one ratio between outstanding shares of the Class A common stock and Class B common stock and the LLC Interests owned by the Corporation.
Added
The table above does not reflect shares surrendered to cover the payroll tax withholding obligations upon the exercise of stock options and vesting of performance-based restricted stock units (“PRSUs”) and restricted stock units (“RSUs”).

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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During the year ended December 31, 2023, we recognized a loss of $11.1 million due to the impairment of a minority equity investment and a $1.3 million loss in connection with unwinding the out-of-the-money foreign currency call option entered into in order to partially mitigate the foreign currency exposure on the payment of the purchase price for the Yieldbroker Acquisition.
During the year ended December 31, 2023, we recognized a $11.1 million loss due to the impairment of a minority equity investment and a $1.3 million loss in connection with unwinding the out-of-the-money foreign currency call option entered into in order to partially mitigate the foreign currency exposure on the payment of the purchase price for the Yieldbroker Acquisition.
Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT and Adjusted EBIT margin Adjusted EBITDA is defined as net income before net interest income/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.
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.
Adjusted EBIT is defined as net income before net interest income/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.
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.
(4) Represents income recognized during the applicable period due to changes in the tax receivable agreement liability recorded in the consolidated statement of financial condition as a result of changes in the mix of earnings, tax legislation and tax rates in various jurisdictions which impacted our tax savings.
(4) Represents income recognized during the applicable period due to changes in the tax receivable agreement liability recorded in the consolidated statement 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.
(6) Represents income recognized during the applicable period due to changes in the tax receivable agreement liability recorded in the consolidated statement of financial condition as a result of changes in the mix of earnings, tax legislation and tax rates in various jurisdictions which impacted our tax savings.
(6) Represents income recognized during the applicable period due to changes in the tax receivable agreement liability recorded in the consolidated statement 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.
Variable discounts or rebates on transaction fees or 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.
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.
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 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.
On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA establishes a 15% corporate alternative minimum tax (“CAMT”) effective for taxable years beginning after December 31, 2022, and imposes a 1% excise tax on the repurchase after December 31, 2022 of stock by publicly traded U.S. corporations.
On August 16, 2022, former President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA establishes a 15% corporate alternative minimum tax (“CAMT”) effective for taxable years beginning after December 31, 2022, and imposes a 1% excise tax on the repurchase after December 31, 2022 of stock by publicly traded U.S. corporations.
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.
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.
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. 70 Table of Contents 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.
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. 74 Table of Contents 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.
These costs generally include legal, consulting, advisory, due diligence, severance and other 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.
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.
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 US 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%.
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 US 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 86 Table of Contents margin based on the Company’s consolidated net leverage ratio ranging from 1.25% to 1.75%.
As of December 31, 2023 and 2022, we had cash and cash equivalents of approximately $1.7 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.
As of December 31, 2024 and 2023, we had cash and cash equivalents of approximately $1.3 billion and $1.7 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.
The 2022 Share Repurchase Program can be effected through regular open-market purchases (which may include repurchase plans designed to comply with Rule 10b5-1), through privately negotiated transactions or through accelerated share repurchases, each in accordance with applicable securities laws and other restrictions.
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.
For a limited number of products, we only charge subscription fees and no transaction fees or commissions. Subscription fees are generally generated on a fixed price basis. 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.
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. 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.
(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 other third party costs incurred that directly relate to the acquisition transaction or its integration.
(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.
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 new employees and trading activity which generates broker commissions.
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.
See Part II, Item 7A. – “Quantitative and Qualitative Disclosures about Market Risk – Foreign Currency and Derivative Risk” elsewhere in this Annual Report on Form 10-K, for the change in revenue and operating income caused by fluctuations in foreign currency rates and realized and unrealized gains/losses from foreign currency during the years ended December 31, 2023, 2022 and 2021. 71 Table of Contents Taxation In connection with the Reorganization Transactions, we became the sole manager of TWM LLC.
See Part II, Item 7A. – “Quantitative and Qualitative Disclosures About Market Risk – Foreign Currency and Derivative Risk” elsewhere in this Annual Report on Form 10-K, for the change in revenue and operating income caused by fluctuations in foreign currency rates and realized and unrealized gains/losses from foreign currency during the years ended December 31, 2024, 2023 and 2022. 75 Table of Contents Taxation In connection with the Reorganization Transactions, we became the sole manager of TWM LLC.
The increase was primarily due to investment in our data strategy and infrastructure and increased data and clearance fees driven primarily by higher trading volumes period-over-period. 78 Table of Contents General and Administrative.
The increase was primarily due to investment in our data strategy and infrastructure and increased clearance and data fees driven primarily by higher trading volumes period-over-period. 82 Table of Contents General and Administrative.
A comparison of our results of operations, cash flows and liquidity and capital resources from the years ended December 31, 2022 and December 31, 2021 may be found in Part II, Item 7. – “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the year ended December 31, 2022.
A comparison of our results of operations, cash flows and liquidity and capital resources for the years ended December 31, 2023 and December 31, 2022 may be found in Part II, Item 7. – “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the year ended December 31, 2023.
As of December 31, 2023, there were $0.5 million in letters of credit issued under the 2023 Revolving Credit Facility, respectively and no borrowings outstanding. As of December 31, 2023, we had availability of $499.5 million.
As of December 31, 2024, there were $0.5 million in letters of credit issued under the 2023 Revolving Credit Facility and no borrowings outstanding. As of December 31, 2024, we had availability of $499.5 million.
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 70 countries with offices in North America, Europe, Asia, Australia and the Middle East.
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.
The following discussion includes a comparison of our results of operations, cash flows and liquidity and capital resources for the years ended December 31, 2023 and 2022, respectively.
The following discussion includes a comparison of our results of operations, cash flows and liquidity and capital resources for the years ended December 31, 2024 and 2023, respectively.
We expect employee compensation and benefits expense to increase as we hire additional employees to support revenue and earnings growth. As a result, employee compensation and benefits can vary from period to period.
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.
See “Risk Factors — Risks Relating to our Organizational Structure and Governance — Our principal asset is our equity interest in TWM LLC, and, accordingly, we depend on distributions from TWM LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement” and “Risk Factors — Risks Relating to Ownership of our Class A Common Stock — We intend to continue to pay regular dividends on our Class A common stock and Class B common stock, but our ability to do so may be limited.” Cash Dividends On February 2, 2024, the board of directors of Tradeweb Markets Inc. declared a cash dividend of $0.10 per share of Class A common stock and Class B common stock for the first quarter of 2024.
See “Risk Factors — Risks Relating to our Organizational Structure and Governance — Our principal asset is our equity interest in TWM LLC, and, accordingly, we depend on distributions from TWM LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement” and “Risk Factors — Risks Relating to Ownership of our Class A Common Stock — We intend to continue to pay regular dividends on our Class A common stock and Class B common stock, but our ability to do so may be limited.” Cash Dividends On February 6, 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 first quarter of 2025.
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.
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 97 Table of Contents among the jurisdictions in which we operate.
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 by January 1, 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.
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.
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 84 Table of Contents considers relevant.
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.
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 92 Table of Contents be unaffected by unusual or non-recurring items.
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.
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.
Our network is comprised of clients across the institutional, wholesale and retail client sectors, including many of the largest global asset managers, hedge funds, insurance companies, central banks, banks and dealers, proprietary trading firms and retail brokerage and financial advisory firms, as well as regional dealers.
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 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 and (vi) our ability to maintain the security of our platforms and solutions.
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 and (vi) our ability to pursue strategic acquisitions and alliances and (vii) our ability to maintain the security of our platforms and solutions.
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 a decrease in foreign currency re-measurement losses on transactions in nonfunctional currencies. Professional Fees.
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 losses on transactions in nonfunctional currencies. Professional Fees.
In addition, because transaction fees are sometimes subject to fee plans with tiered pricing based on product mix, volume, monthly minimums and monthly maximum fee caps, average transaction fees per million generated for a client may vary each month depending on the mix of products and volume traded.
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.
Any increases or decreases in the allocation of purchase price to Customer Relationships, which is an amortizable asset, would be offset by a corresponding decrease or increase in goodwill, which is an indefinite-lived asset, not subject to amortization and as a result would impact the asset balances recorded on our consolidated statements of financial condition as well as the amortization expense recorded on our consolidated statement of income over the life of the asset.
Any increases or decreases in the allocation of purchase price to Customer Relationships or the developed technology acquired, which are both amortizable assets, would be offset by a corresponding decrease or increase in goodwill, which is an indefinite-lived asset, not subject to amortization and as a result would impact the asset balances recorded on our consolidated statements of financial condition as well as the amortization expense recorded on our consolidated statements of income over the life of the acquired asset.
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. 82 Table of Contents Indebtedness As of December 31, 2023 and 2022, we had no outstanding indebtedness.
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. Indebtedness As of December 31, 2024 and 2023, we had no outstanding indebtedness.
Our institutional client sector serves institutional investors in over 70 countries around the globe and across over 25 currencies. We connect institutional investors with pools of liquidity using our flexible order and trading systems.
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.
The effective tax rate for the year ended December 31, 2023 differed from the U.S. federal statutory rate of 21.0% primarily due to state and local taxes net of the benefit related to the effect of non-controlling interest.
The effective tax rate for the years ended December 31, 2024 and 2023 differed from the U.S. federal statutory rate of 21.0% primarily due to state and local taxes net of the benefit related to the effect of non-controlling interests.
Excluding the 2024 integration and other one-time spend, the mid-point growth is projected to be approximately 15% higher year over year. Other Cash and Liquidity Requirements Certain of our U.S. subsidiaries are registered as broker-dealers, SEFs or introducing brokers and are subject to the applicable rules and regulations of the SEC and CFTC.
Excluding the 2024 and 2025 one-time spend, the mid-point growth is projected to be approximately 3% higher year over year. 87 Table of Contents Other Cash and Liquidity Requirements Certain of our U.S. subsidiaries are registered as broker-dealers, SEFs or introducing brokers and are subject to the applicable rules and regulations of the SEC and CFTC.
As of December 31, 2023, total amounts due to the Continuing LLC Owners under the Tax Receivable Agreement were $457.5 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 December 31, 2024, total amounts due to Continuing LLC Owners under the Tax Receivable Agreement were $372.8 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 December 31, 2023 and 2022, each of our regulated subsidiaries had maintained sufficient net capital or financial resources to at least satisfy their minimum requirements, which in aggregate were $76.7 million and $69.1 million, respectively.
As of December 31, 2024 and 2023, each of our regulated subsidiaries had maintained sufficient net capital or financial resources to at least satisfy their minimum requirements, which in aggregate were $83.0 million and $76.7 million, respectively.
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 is defined as cash flow from operating activities less non-acquisition related expenditures for capitalized software development costs and furniture, equipment and leasehold improvements. 90 Table of Contents 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.
Overview We are a leader in building and operating electronic marketplaces for our global network of clients across the financial ecosystem.
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.
Financing Activities Net cash used in financing activities for the year ended December 31, 2023 was $168.2 million, and was primarily driven by $35.2 million in share repurchases pursuant to our share repurchase programs, $36.1 million in payroll tax payments for options, PRSUs and RSUs, net of proceeds from stock-based compensation option exercises and $75.9 million in cash dividends to our Class A and Class B common stockholders.
Net cash used in financing activities for the year ended December 31, 2023 was $168.2 million, and was primarily driven by $75.9 million in cash dividends to our Class A and Class B common stockholders, $36.1 million in payroll tax payments for options, PRSUs and RSUs, net of proceeds from stock-based compensation option exercises, $35.2 million in share repurchases pursuant to our 2022 Share Repurchase Program and $12.4 million in distributions to non-controlling interest holders.
We have elected to treat taxes due on future U.S. inclusions in taxable income of GILTI as a current period expense when incurred. 94 Table of Contents 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.
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.
For performance-based restricted stock units that vest based on market conditions, 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.
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 in determining the grant date fair value of the award were a maturity of 2.8 years, annualized volatility of 28.81% and a risk-free interest rate of 3.77% . 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.
The significant assumptions used in determining the grant date fair value of the award were a maturity of 2.8 years, annualized volatility of 26.63% and a risk-free interest rate of 4.44% . 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.
Cash Distributions On February 2, 2024, 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 $62.1 million, as adjusted by required state and local tax withholdings that will be determined prior to the record date of March 1, 2024, payable on March 13, 2024.
Cash Distributions On February 6, 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 $75.8 million, as adjusted by required state and local tax withholdings that will be determined prior to the record date of March 3, 2025, payable on March 13, 2025.
During the years ended December 31, 2023, 2022 and 2021, there were no material changes in the methodology or assumptions used to determine the Refinitiv market data fees. 93 Table of Contents Stock-Based Compensation The stock-based payments received by the employees of the Company are accounted for as equity awards.
During each of the years ended December 31, 2024, 2023 and 2022, 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.
(7) Represents corporate income taxes at an assumed effective tax rate of 24.5% applied to Adjusted Net Income before income taxes for the year ended December 31, 2023 and 22% the years ended December 31, 2022 and 2021.
(7) Represents corporate income taxes at an assumed effective tax rate of 25.0%, 24.5% and 22.0%, applied to Adjusted Net Income before income taxes for the years ended December 31, 2024, 2023 and 2022, respectively.
The FICC operates a continuous net settlement system, whereby as trades are submitted and compared, the FICC becomes the counterparty. 84 Table of Contents Historically we have used ICBC, a wholly-owned subsidiary of the Industrial and Commercial Bank of China Limited to clear U.S. Treasury trades executed by non-FICC members on our wholesale trading platform.
The FICC operates a continuous net settlement system, whereby as trades are submitted and compared, the FICC becomes the counterparty. Prior to November 2023, we had used ICBC, a wholly-owned subsidiary of the Industrial and Commercial Bank of China Limited, to clear U.S. Treasury trades executed by non-FICC members on our wholesale trading platform.
The table set forth below presents a reconciliation of our cash flow from operating activities to Free Cash Flow for the years ended December 31, 2023, 2022 and 2021: Year Ended December 31, 2023 2022 2021 (in thousands) Cash flow from operating activities $ 746,089 $ 632,822 $ 578,021 Less: Capitalization of software development costs (43,235) (36,882) (34,470) Less: Purchases of furniture, equipment and leasehold improvements (18,529) (23,214) (16,878) Free Cash Flow $ 684,325 $ 572,726 $ 526,673 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.
The table set forth below presents a reconciliation of our cash flow from operating activities to Free Cash Flow for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, 2024 2023 2022 (dollars in thousands) Cash flow from operating activities $ 897,741 $ 746,089 $ 632,822 Less: Capitalization of software development costs (47,909) (43,235) (36,882) Less: Purchases of furniture, equipment and leasehold improvements (40,960) (18,529) (23,214) Free Cash Flow $ 808,872 $ 684,325 $ 572,726 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.
For certain of our products, clients also pay a subscription fee in addition to the minimum monthly transaction fee. For other products, instead of a minimum monthly transaction fee, clients pay a subscription fee and a fixed transaction fee or variable transaction fees on a per transaction basis.
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.
The significant assumptions used to estimate the fair value of the performance-based restricted stock units that vest based on market conditions are years of maturity, annualized volatility and the risk-free interest rate. The maturity period represents the period of time that the award granted was modeled into the future, the risk-free interest rate is based on the U.S.
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.
Any changes in the estimated useful life of the Customer Relationships would also impact timing of the reduction of the net balance of intangible assets, net of accumulated amortization on our consolidated statements of financial condition and the timing of the recognition of amortization expense on our consolidated statement of income.
Any changes in the estimated useful life of the assets would also impact timing of the reduction of the net balance of intangible assets or software development costs, net of accumulated amortization on our consolidated statements of financial condition and the timing of the recognition of amortization expense on our consolidated statements of income.
Tax Receivable Agreement Liability Adjustment The tax receivable agreement liability adjustment reflects 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, tax legislation and tax rates in various jurisdictions which impacted our estimated future tax savings. 73 Table of Contents Net Interest Income (Expense) Interest income consists of interest earned from our cash deposited with large commercial banks and money market funds.
Tax Receivable Agreement Liability Adjustment The tax receivable agreement liability adjustment reflects 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, tax legislation and tax rates in various jurisdictions which impacted our estimated future tax savings. 77 Table of Contents 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.
To the extent inflation, along with other factors, continue to result in rising interest rates and have other adverse effects on the securities markets and the overall economy, they may adversely affect our results of operations and financial condition.
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.
During the year ended December 31, 2022, this adjustment also includes $15.0 million of non-cash accelerated stock-based compensation expense and related payroll taxes associated with our retired CEO. During the year ended December 31, 2021, this adjustment also includes $1.7 million of non-cash accelerated stock-based compensation expense and related payroll taxes associated with our former CFO.
During the years ended December 31, 2024 and 2022, this adjustment also includes $2.7 million and $15.0 million, respectively, of non-cash accelerated stock-based compensation expense and related payroll taxes associated with our former President and our retired CEO.
(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. 91 Table of Contents The following table summarizes the calculation of Adjusted Diluted EPS for the years ended December 31, 2023, 2022 and 2021: Reconciliation of Diluted Weighted Average Shares Outstanding to Adjusted Diluted Weighted Average Shares Outstanding and Adjusted Diluted EPS Year Ended December 31, 2023 2022 2021 Diluted weighted average shares of Class A and Class B common stock outstanding 212,668,808 208,400,040 207,254,840 Weighted average of other participating securities (1) 270,249 193,441 — Assumed exchange of LLC Interests for shares of Class A or Class B common stock (2) 23,902,379 28,830,686 30,699,577 Adjusted diluted weighted average shares outstanding 236,841,436 237,424,167 237,954,417 Adjusted Net Income (in thousands) $ 535,515 $ 450,080 $ 388,985 Adjusted Diluted EPS $ 2.26 $ 1.90 $ 1.63 (1) Represents weighted average unvested restricted stock units and unsettled vested performance-based restricted stock units 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.
(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. 94 Table of Contents The following table summarizes the calculation of Adjusted Diluted EPS for the years ended December 31, 2024, 2023 and 2022: Reconciliation of Diluted Weighted Average Shares Outstanding to Adjusted Diluted Weighted Average Shares Outstanding and Adjusted Diluted EPS Year Ended December 31, 2024 2023 2022 Diluted weighted average shares of Class A and Class B common stock outstanding 214,924,763 212,668,808 208,400,040 Weighted average of other participating securities (1) 165,565 270,249 193,441 Assumed exchange of LLC Interests for shares of Class A or Class B common stock (2) 23,076,373 23,902,379 28,830,686 Adjusted diluted weighted average shares outstanding 238,166,701 236,841,436 237,424,167 Adjusted Net Income (in thousands) $ 695,151 $ 535,515 $ 450,080 Adjusted Diluted EPS $ 2.92 $ 2.26 $ 1.90 (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.
During 2023, Tradeweb Markets Inc. paid quarterly cash dividends of $0.09 per share to holders of Class A common stock and Class B common stock in an aggregate amount totaling $75.9 million.
During 2024, Tradeweb Markets Inc. paid quarterly cash dividends of $0.10 per share to holders of Class A common stock and Class B common stock in an aggregate amount totaling $85.2 million.
The effective tax rate for the year ended December 31, 2023 was approximately 23.4%, compared with 17.7% for the year ended December 31, 2022.
The effective tax rate for the year ended December 31, 2024 was approximately 24.4%, compared with 23.4% for the year ended December 31, 2023.
Included in these fees are real-time market data fees which are recognized monthly on a straight-line basis as Refinitiv 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 Refinitiv.
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. 96 Table of Contents We are required to make significant judgments for the LSEG market data fees.
Other Income (Loss), Net Other loss increased by $12.1 million to $13.1 million loss for the year ended December 31, 2023 from $1.0 million of loss for the year ended December 31, 2022.
Other Income (Loss), Net Other loss decreased by $12.0 million to a $1.1 million loss for the year ended December 31, 2024 from a $13.1 million loss for the year ended December 31, 2023.
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 PRSUs and RSUs.
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 PRSUs, RSUs and performance-based restricted stock units that vest based on market conditions (“PSUs”).
Adjusted EBITDA margin and Adjusted EBIT margin are defined as Adjusted EBITDA and Adjusted EBIT, respectively, divided by revenue for the applicable period. 87 Table of Contents We present Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT and Adjusted EBIT margin because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.
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.
Tax Receivable Agreement Liability Adjustment The tax receivable agreement liability adjustment decreased by $23.2 million or 169.7% to $9.5 million of expense for the year ended December 31, 2023 from $13.7 million of income for the year ended December 31, 2022, 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, tax legislation and tax rates in various jurisdictions, which impacted our estimated future tax savings.
Tax Receivable Agreement Liability Adjustment The tax receivable agreement liability adjustment was $7.7 million of income for the year ended December 31, 2024 compared to $9.5 million of expense for the year ended December 31, 2023, due to changes in the tax receivable agreement liability recorded in our consolidated statements of financial condition primarily as a result of changes to tax legislation and tax rates in various jurisdictions, which impacted our estimated future tax savings.
Revenues from our equities asset class increased by $1.8 million or 1.9% to $95.3 million for the year ended December 31, 2023 compared to $93.5 million for the year ended December 31, 2022 primarily due to higher variable transaction fees and commissions on higher trading volumes for equity derivative products, partially offset by lower variable transaction fees and commissions on lower trading volumes for European ETFs.
Revenues from our equities asset class increased by $8.9 million or 9.3% to $104.2 million for the year ended December 31, 2024 compared to $95.3 million for the year ended December 31, 2023 primarily due to higher variable transaction fees and commissions on higher trading volumes for European ETFs and equity derivatives products. Money Markets.
Revenues from our market data asset class increased by $8.2 million or 9.5% to $94.1 million for the year ended December 31, 2023 compared to $85.9 million for the year ended December 31, 2022.
Market Data. Revenues from our market data asset class increased by $23.9 million or 25.5% to $118.0 million for the year ended December 31, 2024 compared to $94.1 million for the year ended December 31, 2023.
Income Taxes Income tax expense increased by $51.0 million or 65.7% to $128.5 million for the year ended December 31, 2023 from $77.5 million for the year ended December 31, 2022. The provision for income taxes includes U.S. federal, state, local, and foreign taxes.
Income Taxes Income tax expense increased by $56.0 million or 43.6% to $184.4 million for the year ended December 31, 2024 from $128.5 million for the year ended December 31, 2023. The provision for income taxes includes U.S. federal, state, local, and foreign taxes.
This dividend will be payable on March 15, 2024 to stockholders of record as of March 1, 2024. The February 2024 dividend declaration of $0.10 represents a 11.1% per share increase from our historical quarterly dividend of $0.09.
This dividend will be payable on March 17, 2025 to stockholders of record as of March 3, 2025. The February 2025 dividend declaration of $0.12 represents a 20.0% per share increase from our 2024 quarterly dividend of $0.10.
Revenues from our market data client sector increased by $8.2 million or 9.5% to $94.1 million for the year ended December 31, 2023 from $85.9 million for the year ended December 31, 2022.
Revenues from our market data client sector increased by $23.9 million or 25.5% to $118.0 million for the year ended December 31, 2024 from $94.1 million for the year ended December 31, 2023.
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.
See “— Trends and Other Factors Impacting Our Performance — Economic Environment” above. 83 Table of Contents 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.
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. 88 Table of Contents 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.
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.
Factors that may impact market activity in 2024 include, among other things, evolving monetary policies of central banks, economic, political and social conditions, legislative, regulatory or government policy changes, and concerns with respect to the banking industry, including as a result of any bank failures.
Factors that may impact market activity in 2025 include, among other things, evolving monetary policies of central banks, economic, political and social conditions, legislative, regulatory or government policy changes, including the recent change in U.S. administration and Congress, which may lead to material changes to prior laws, rules and regulations, guidance and enforcement stances and concerns with respect to the banking industry, including as a result of any bank failures.
Management is responsible for these valuations and appraisals. 92 Table of Contents The valuation of the Customer Relationships primarily included significant unobservable inputs (Level 3), creating a significant level of estimation uncertainty. Customer Relationships were valued using the income approach, specifically a multi-period excess earnings method.
The valuation of the Customer Relationships and the developed technology primarily included significant unobservable inputs (Level 3), creating a significant level of estimation uncertainty. Customer Relationships were valued using the income approach, specifically a multi-period excess earnings method.
For GAAP purposes, the C ustomer Relationships will be amortized over a useful life of 13 years. Any changes in the discount rate used for valuing the Customer Relationships or the estimated useful life used for amortization purposes could have a material impact on our consolidated statements of financial condition and consolidated statement of income.
Any changes in the discount rate used for valuing the acquired assets or the estimated useful life used for amortization purposes could have a material impact on our consolidated statements of financial condition and consolidated statement of income.
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.
However, there can be no assurance that our results of operations and financial condition will not be materially impacted by inflation in the future.
On November 21, 2023, TWM LLC terminated the revolving credit facility entered into in April 2019 and replaced it with a new 2023 Revolving Credit Facility entered into with a syndicate of banks.
On November 21, 2023, TWM LLC entered into the 2023 Revolving Credit Facility with a syndicate of banks, which replaced its secured credit facility entered into on April 8, 2019.
We believe it is useful to exclude this stock-based compensation expense and associated payroll taxes because the amount of expense associated with the Special Option Award and the post-IPO option awards in 2019 may not directly correlate to the underlying performance of our business and will vary across periods.
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.
Net income margin is defined as net income, divided by revenue for the applicable period.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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During the year ended December 31, 2022, we also recognized losses totaling $1.0 million, related to the write-off of an investment that was determined to be uncollectible. 97 Table of Contents
During the year ended December 31, 2022, we also recognized losses totaling $1.0 million, related to the write-off of an investment that was determined to be uncollectible. 101 Table of Contents
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. 95 Table of Contents 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.
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. 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.
As of December 31, 2023 and 2022, the allowance for credit losses with regard to these receivables totaled $0.3 million and $0.1 million, respectively. In the normal course of our business we, as an agent, execute transactions with, and on behalf of, other brokers and dealers.
As of December 31, 2024 and 2023, the allowance for credit losses with regard to these receivables totaled $0.4 million and $0.3 million, respectively. In the normal course of our business we, as an agent, execute transactions with, and on behalf of, other brokers and dealers.
As of December 31, 2023 and 2022 , the counterparty on each of the foreign exchange derivative contracts was an affiliate of LSEG. 96 Table of Contents 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.
As of December 31, 2024 and 2023 , the counterparty on each of the foreign exchange derivative contracts was an affiliate of LSEG. 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.
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.
The following table shows the average foreign currency exchange rates to the U.S. dollar for the years ended December 31, 2023, 2022 and 2021: Year Ended December 31, 2023 2022 2021 Euros $ 1.08 $ 1.05 $ 1.18 British pound sterling $ 1.24 $ 1.24 $ 1.38 The following table shows the change in revenue and operating income caused by fluctuations in foreign currency rates used in translation during the years ended December 31, 2023, 2022 and 2021: Year Ended Impact of Foreign Currency Rate Fluctuations (amounts in thousands) December 31, 2023 2022 2021 Increase (decrease) in revenue $ 6,300 $ (38,300) $ 11,300 Increase (decrease) in operating income $ 6,100 $ (26,200) $ 5,200 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 years ended December 31, 2023, 2022 and 2021: Year Ended Hypothetical 10% Change in Value of U.S.
The following table shows the average foreign currency exchange rates to the U.S. dollar for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, 2024 2023 2022 Euros $ 1.08 $ 1.08 $ 1.05 British pound sterling $ 1.28 $ 1.24 $ 1.24 The following table shows the change in revenue and operating income caused by fluctuations in foreign currency rates used in translation during the years ended December 31, 2024, 2023 and 2022: Year Ended Impact of Foreign Currency Rate Fluctuations (dollars in thousands) December 31, 2024 2023 2022 Increase (decrease) in revenue $ (1,400) $ 6,300 $ (38,300) Increase (decrease) in operating income $ (4,300) $ 6,100 $ (26,200) 99 Table of Contents 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 years ended December 31, 2024, 2023 and 2022: Year Ended Hypothetical 10% Change in Value of U.S.
As of December 31, 2023 and 2022, the notional amount of our foreign currency forward contracts was $192.9 million and $162.8 million , respectively. Realized and unrealized gains on foreign currency forward contracts totaled a gain of $0.8 million, $4.9 million and $9.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.
As of December 31, 2024 and 2023, the notional amount of our foreign currency forward contracts was $238.2 million and $192.9 million , respectively. Realized and unrealized gains on foreign currency forward contracts totaled a gain of $15.0 million, $0.8 million and $4.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Realized and unrealized losses from foreign currency re-measurement of transactions in nonfunctional currencies recognized in the consolidated statements of income within general and administrative expense totaled a loss of $1.6 million, $2.3 million and $4.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Realized and unrealized losses from foreign currency remeasurement of transactions in nonfunctional currencies recognized in the consolidated statements of income within general and administrative expense totaled a loss of $4.5 million, $1.6 million and $2.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Dollar (amounts in thousands) December 31, 2023 2022 2021 All currencies Effect of 10% change on revenue +/- $ 41,800 +/- $ 36,400 +/- $ 34,900 Effect of 10% change on operating income +/- $ 27,000 +/- $ 23,800 +/- $ 23,000 Euros Effect of 10% change on revenue +/- $ 37,500 +/- $ 33,300 +/- $ 32,000 Effect of 10% change on operating income +/- $ 35,600 +/- $ 32,100 +/- $ 31,000 British pound sterling Effect of 10% change on revenue +/- $ 1,700 +/- $ 1,400 +/- $ 1,500 Effect of 10% change on operating income +/- $ 8,700 +/- $ 8,500 +/- $ 7,700 We have derivative risk relating to our foreign exchange derivative contracts.
Dollar (dollars in thousands) December 31, 2024 2023 2022 All currencies Effect of 10% change on revenue +/- $ 55,800 +/- $ 41,800 +/- $ 36,400 Effect of 10% change on operating income +/- $ 36,600 +/- $ 27,000 +/- $ 23,800 Euros Effect of 10% change on revenue +/- $ 48,500 +/- $ 37,500 +/- $ 33,300 Effect of 10% change on operating income +/- $ 46,900 +/- $ 35,600 +/- $ 32,100 British pound sterling Effect of 10% change on revenue +/- $ 2,900 +/- $ 1,700 +/- $ 1,400 Effect of 10% change on operating income +/- $ 10,800 +/- $ 8,700 +/- $ 8,500 We have derivative risk relating to our foreign exchange derivative contracts.
The following table shows the percentage breakdown of our revenue and operating expenses denominated in currencies other than the U.S. dollar for the years ended December 31, 2023, 2022 and 2021: Year Ended December 31, 2023 2022 2021 % of revenue denominated in foreign currencies (1) 28% 28% 29% % of operating expenses denominated in foreign currencies (2) 16% 15% 15% (1) Revenue in foreign currencies is primarily denominated in euros.
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. 98 Table of Contents The following table shows the percentage breakdown of our revenue and operating expenses denominated in currencies other than the U.S. dollar for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, 2024 2023 2022 % of revenue denominated in foreign currencies (1) 29% 28% 28% % of operating expenses denominated in foreign currencies (2) 16% 16% 15% (1) Revenue in foreign currencies is primarily denominated in euros.
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. 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.
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.
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ITEM 7A. 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.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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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. 100 Table of Contents 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.

Other TW 10-K year-over-year comparisons