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What changed in Tradeweb Markets Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Tradeweb Markets Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+736 added−758 removedSource: 10-K (2026-02-05) vs 10-K (2025-02-07)

Top changes in Tradeweb Markets Inc.'s 2025 10-K

736 paragraphs added · 758 removed · 593 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

180 edited+63 added−68 removed129 unchanged
Biggest changeIn January 2022, Tradeweb Europe obtained a license to provide direct market access to trading participants (Handelsteilnehmer) domiciled in Germany via an electronic trading system pursuant to section 102(1) of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG). The Singapore branch of Tradeweb Europe Limited is regulated by the MAS as a Recognised Market Operator (“RMO”).
Biggest changeTradeweb 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, is a recognized body by the DFSA, is recognized as a Remote Body by the ADGM and holds a license to provide direct market access to trading participants (Handelsteilnehmer) domiciled in Germany via an electronic trading system pursuant to section 102(1) of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG).
We partner with many organizations around the world that are focused on the four pillars of our philanthropy strategy: ensuring equitable access to quality education and economic opportunity for all, supporting environmental conservation efforts to restore our planet, enriching and empowering social mobility in the communities where we live and work, and providing access to healthcare and disease prevention for our society’s most vulnerable.
We partner with many organizations around the world that are focused on the four pillars of our philanthropy strategy: enriching and empowering social mobility in the communities where we live and work, ensuring equitable access to quality education and economic opportunity for all, providing access to healthcare and disease prevention for our society’s most vulnerable and supporting environmental conservation efforts to restore our planet.
With the 2024 acquisition of ICD, we have added institutional funds with money market and other short-term investments (collectively referred to herein as “money market funds”) to our available products, further diversified our client base with the addition of corporates and continued our track record of expanding into adjacent markets to help improve client workflow.
With the 2024 acquisition of ICD, we added institutional funds with money market and other short-term investments (collectively referred to herein as “money market funds”) to our available products, further diversified our client base with the addition of corporates and continued our track record of expanding into adjacent markets to help improve client workflow.
These include MarketAxess, Bloomberg, ICE (Bondpoint, TMC Bonds, Creditex), Trumid, TP ICAP (Liquidnet) and others in the credit and municipal markets; Bloomberg, Euronext (MTS), CME Group (NEX Group), BGC Partners (Fenics), MarketAxess (LiquidityEdge), GLMX and others in the rates and derivatives markets; Virtu (RFQ-hub) and Bloomberg and others in the equities and ETF markets; and BNY Mellon, State Street, J.P.
These include MarketAxess, Bloomberg, ICE (Bondpoint, TMC Bonds, Creditex), Trumid, TP ICAP (Liquidnet) and others in the credit and municipal markets; Bloomberg, Euronext (MTS), CME Group (NEX Group), BGC Partners (Fenics), MarketAxess (LiquidityEdge), GLMX and others in the rates and derivatives markets; MarketAxess (RFQ-hub) and Bloomberg and others in the equities and ETF markets; and BNY Mellon, State Street, J.P.
Two of our broker-dealers operate alternative trading systems subject to the SEC’s Regulation ATS, which includes certain specific requirements and compliance responsibilities in addition to those faced by broker-dealers generally. Broker-dealers are also subject to regulation by state securities administrators in those states in which they conduct business or have registered to do business.
Two of our broker-dealers operate alternative trading systems subject to the SEC’s Regulation ATS, which includes certain specific requirements and compliance responsibilities in addition to those faced by broker-dealers generally. Broker-dealers are also subject to regulation by state securities administrators in those states in which they conduct business or are registered to do business.
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.
For example, in 2023, we 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.
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.
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.
We entered the retail market through our acquisition of LeverTrade in 2006, scaled our market position through our acquisition of BondDesk in 2013, and have continued to leverage our market and technology expertise to enhance our platform serving that client sector. In June 2021, we acquired Nasdaq’s U.S. fixed income electronic trading platform.
We entered the retail market through our acquisition of LeverTrade in 2006, scaled our retail market position through our acquisition of BondDesk in 2013, and have continued to leverage our market and technology expertise to enhance our offerings in serving that client sector. In June 2021, we acquired Nasdaq’s U.S. fixed income electronic trading platform.
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.
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 affect liquidity.
The new USSPs came into effect in January 2025, at the same time as the Digital Operational Resilience Act. The Digital Operational Resilience Act (“DORA”) is a new EU framework which aims to enhance and harmonize the digital operational resilience and cyber security of entities across the EU financial sector.
The new USSPs came into effect in January 2025, at the same time as the Digital Operational Resilience Act (“DORA”). DORA is a new EU framework which aims to enhance and harmonize the digital operational resilience and cyber security of entities across the EU financial sector.
The implementation of DORA in January 2025 represents a key delivery of the EU’s strategic initiatives and supervisors will assess compliance with DORA as part of their efforts to achieve the USSP’s broader strategic goals.
The implementation of DORA in January 2025 represents a key delivery of the EU’s strategic initiatives and supervisors will continue to assess compliance with DORA as part of their efforts to achieve the USSP’s broader strategic goals.
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.
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. 23 Table of Contents • 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.
Our multi-dealer request-for-quote, or RFQ, protocol provides institutional clients with the ability to hold a real-time auction with multiple dealers and select the best price. RFQ was pioneered by Tradeweb in 1998 and has been deployed across all of our rate markets, including government bonds, mortgage-backed securities and U.S. agencies, and our other asset classes.
Our multi-dealer request-for-quote, or RFQ, protocol provides institutional clients with the ability to hold a real-time auction with multiple dealers and select the best price. RFQ was pioneered by Tradeweb in 1998 and has been deployed across all of our rates markets, including government bonds, mortgage-backed securities and U.S. agencies and our other asset classes.
The APA service also provides venue reporting for clients for LSEG’s FX trading venues. 20 Table of Contents Corporates Solutions We currently provide clients in our corporates client sector with access to the ICD Portal, where clients can research money market fund products and place orders to purchase or redeem investments.
The APA service also provides venue reporting for clients for LSEG’s FX trading venues. 21 Table of Contents Corporates Solutions We currently provide clients in our corporates client sector with access to the ICD Portal, where clients can research money market fund products and place orders to purchase or redeem investments.
Treasuries, European government bonds, global swaps, U.S. corporate bonds and global ETFs. Our over 25 year operating history has allowed us to build comprehensive and unique datasets across our markets and, as we add new products to our platforms, we will continue to create new datasets that may be monetized in the future.
Treasuries, European government bonds, global swaps, U.S. corporate bonds and global ETFs. Our over 25 year operating history has allowed us to build comprehensive and unique datasets across our markets and, as we add new products to our platform, we will continue to create new datasets that may be monetized in the future.
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
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. 32 Table of Contents
We intend to continue to increase our market share by growing our client base and increasing the percentage of our clients’ overall trading volume transacted in those asset classes on our platforms, including by leveraging our voice solutions to win more electronic trading business from electronic voice processing clients in our rates and credit asset classes.
We intend to continue to increase our market share by growing our client base and increasing the percentage of our clients’ overall trading volume transacted in those asset classes on our platform, including by leveraging our voice solutions to win more electronic trading business from electronic voice processing clients in our rates and credit asset classes.
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.
As of December 31, 2025, 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.
We support our clients’ core trading functions by offering trusted pre- and post-trade services, value-added analytics and predictive insights informed by our deep understanding of how market participants interact. Our data and analytics help clients make better trading decisions, benefitting our current clients and attracting new market participants to our network.
We support our clients’ core trading functions by offering trusted pre- and post-trade services, value-added analytics and predictive insights informed by our deep understanding of how market participants interact. Our data and analytics help clients make better trading decisions, benefiting our current clients and attracting new market participants to our network.
These types of workflow innovations help to make it easier for market participants to seamlessly express a view across multiple markets, effectively closing the gaps between asset classes, and this acquisition helps move us closer to a one-stop shop approach for trading across asset classes.
These types of workflow innovations help to make it easier for market participants to seamlessly express a view across multiple markets, effectively closing the gaps between asset classes, and this acquisition helped move us closer to a one-stop shop approach for trading across asset classes.
We provide marketplaces and tools that facilitate trading by our clients and streamline their related workflows. Our market specialists and technology team work closely with our clients to continuously innovate and improve their trading practices. The trading protocols we currently offer on our platforms include: • Request-for-quote.
We provide marketplaces and tools that facilitate trading by our clients and streamline their related workflows. Our market specialists and technology team work closely with our clients to continuously innovate and improve their trading practices. The trading protocols we currently offer on our platform include: • Request-for-quote.
We also maintain redundant networks, hardware, data centers and alternate operational facilities to address interruptions. We have twelve datacenters across the United States, the UK, Japan and Australia. Our data center infrastructure is designed to be resilient and responsive with built-in redundancies.
We also maintain redundant networks, hardware, data centers and alternate operational facilities to address interruptions. We have fourteen datacenters across the United States, the UK, Japan and Australia. Our data center infrastructure is designed to be resilient and responsive with built-in redundancies.
As market participants seek to trade across multiple asset classes, reduce their costs of trading and increase the effectiveness of their trading, including through the use of data and analytics, we believe the demand for our platforms and electronic trading solutions will continue to grow.
As market participants seek to trade across multiple asset classes, reduce their costs of trading and increase the effectiveness of their trading, including through the use of data and analytics, we believe the demand for our platform and electronic trading solutions will continue to grow.
Our sales team is also responsible for training and supporting new and existing clients on their use of our platforms and solutions and for educating clients more broadly on the benefits of electronic trading, including how to optimize their trading performance and efficiency through our various trading protocols.
Our sales team is also responsible for training and supporting new and existing clients on their use of our platform and solutions and for educating clients more broadly on the benefits of electronic trading, including how to optimize their trading performance and efficiency through our various trading protocols.
By partnering with CBI, we aim to promote the visibility and accessibility of Green Bond trading activity across a wide range of asset classes, and leverage CBI data to provide transparency and clarity around the Green Bond trading volumes and trends on our platforms.
By partnering with CBI, we aim to promote the visibility and accessibility of green bond trading activity across a wide range of asset classes, and leverage CBI data to provide transparency and clarity around the green bond trading volumes and trends on our platform.
By expanding the scope of our platforms and solutions, building scale and integration across marketplaces and benefiting from broader network effects, we have continued to grow both our transaction volume and subscription-based revenues year-over-year.
By expanding the scope of our platform and solutions, building scale and integration across marketplaces and benefiting from broader network effects, we have continued to grow both our transaction volume and subscription-based revenues year-over-year.
Our ICD Portal offers corporate treasurers globally a one-stop shop to research, trade, analyze and report on investments across more than 40 available investment providers, primarily offering money market funds and access to other short term products including fixed term funds and separately managed accounts (collectively referred to as “money market funds”).
Our ICD Portal offers corporate treasurers globally a one-stop shop to research, trade, analyze and report on investments across more than 40 available investment providers, primarily offering money market funds and access to other short term products including fixed term funds and separately managed accounts (collectively referred to as “money market funds”) as well as U.S.
We are focused on growing our market share for these products by continuing to invest in new technology solutions that will attract new market participants to our platforms and increase the use of our platforms by existing clients.
We are focused on growing our market share for these products by continuing to invest in new technology solutions that will attract new market participants to our platform and increase the use of our platform by existing clients.
Tradeweb (DIFC) Limited is an Authorized Firm regulated by the DFSA with a license for “arranging deals in investments” for users to access our various trading venues that are also separately recognized by the DFSA. Institutional Cash Distributors Limited (“ICDLT”), acquired in August 2024, is authorized and regulated in the UK by the FCA in the provision of intermediary services.
Tradeweb (DIFC) Limited is an Authorized Firm regulated by the DFSA with a license for “arranging deals in investments” for users to access our various trading venues that are also separately recognized by the DFSA. 29 Table of Contents Institutional Cash Distributors Limited (“ICDLT”), acquired in August 2024, is authorized and regulated in the UK by the FCA in the provision of intermediary services.
Some of our solutions, including the ICD Portal, are hosted in the cloud with similar redundancies and resiliency plans. • Ongoing security, system monitoring and alerting : We prioritize security throughout our platforms, operations and software development.
Some of our solutions, including the ICD Portal, are hosted in the cloud with similar redundancies and resiliency plans. • Ongoing security, system monitoring and alerting : We prioritize security throughout our platform, operations and software development.
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.
As our network continues to grow across client sectors and geographies, we expect to generate additional transactions and data on our platform, driving a virtuous cycle of greater liquidity and value for our clients.
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.
We have significant scale and breadth across our platform, which position us well to take advantage of favorable market dynamics when entering into new markets or introducing new products or 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. 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. 27 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.
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.
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.
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.
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.
We primarily compete on the basis of client network, domain expertise, breadth of offerings and solutions and ease of integration of our platforms with our client’s technology, as well as the quality, reliability, security and ease of our platforms and solutions.
We primarily compete on the basis of client network, domain expertise, breadth of offerings and solutions and ease of integration of our platform with our client’s technology, as well as the quality, reliability, security and ease of our platform and solutions.
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.
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. Tradeweb LLC is a SEC-registered broker-dealer and a member of FINRA and MSRB.
Following the consummation of the LSEG Transaction, LSEG became the controlling shareholder of Refinitiv and Refinitiv continued to be the controlling shareholder of Tradeweb, holding approximately 89.9% of our combined voting power as of December 31, 2024.
Following the consummation of the LSEG Transaction, LSEG became the controlling shareholder of Refinitiv and Refinitiv continued to be the controlling shareholder of Tradeweb, holding approximately 89.9% of our combined voting power as of December 31, 2025.
Our management team is composed of executives with an average of over 25 years of relevant industry experience including an average of over 10 years working together at Tradeweb under different ownership structures and through multiple market cycles, with a combination of veteran Tradeweb employees such as Mr.
Our management team is composed of executives with an average of over 25 years of relevant industry experience including an average of over 10 years working together at Tradeweb under different ownership structures and through multiple market cycles, with a combination of veteran Tradeweb employees such as our Chief Executive Officer, Mr.
As the needs of market participants evolve, we expect to continue to help them meet their challenges, which our continuous investments in data, technology and analytics enable us to do more quickly and efficiently. For example, we enhance our solutions by linking indicative pre-trade data to our clients’ specific trades to create predictive insights from client trading behavior.
As the needs of market participants evolve, we expect to continue to help them meet their challenges, which our continuous investments in data, technology and analytics enable us to do more quickly and efficiently. In particular, we aim to enhance our solutions by linking indicative pre-trade data to our clients’ specific trades to create predictive insights from client trading behavior.
Our sales team, which works closely with our technology team, is responsible for new client acquisition and the management of ongoing client relationships to increase clients’ awareness, knowledge and usage of our trading platforms, new product launches, information and data services and post-trade services.
Our sales team, which works closely with our technology team, is responsible for new client acquisition and the management of ongoing client relationships to increase clients’ awareness, knowledge and usage of our platform, new product launches, information and data services and post-trade services.
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.
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. 25 Table of Contents Dodd-Frank Act and Subsequent Regulation 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.
We believe our deep client relationships, asset class breadth, geographic reach, regulatory knowledge and scalable technology position us to continue to be at the forefront of the evolution of electronic trading. Our platforms provide transparent, efficient, cost-effective and compliant trading solutions across multiple products, regions and regulatory regimes.
We believe our deep client relationships, asset class breadth, geographic reach, regulatory knowledge and scalable technology position us to continue to be at the forefront of the evolution of electronic trading. Our platform provides transparent, efficient, cost-effective and compliant trading solutions across multiple products, regions and regulatory regimes.
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.
Dealerweb LLC (“Dealerweb”) is a SEC-registered broker-dealer, operates an ATS and is a member of FINRA and MSRB. Dealerweb 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.
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.
We expect our existing clients to continue to trade more volume on our platform 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.
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”).
Exchanges also have data and analytics relationships with several market participants, which increasingly put their offerings in direct competition with Tradeweb. 22 Table of Contents • Inter-dealer brokers : We compete with inter-dealer brokers, particularly within our wholesale client sector in products such as MBS, U.S. Treasuries, U.S. repurchase agreements and products traded on Swap Execution Facilities (“SEFs”).
Our Competitive Strengths Our Network of Clients, Products, Geographies and Protocols Our clients continue to use our trading venues because of our large network and deep pools of liquidity, which result in better and more efficient trade execution. We expand our relationships through our integrated technology and new offerings made available to our growing network of clients.
Our Competitive Strengths Our Network of Clients, Products, Geographies and Protocols Our clients continue to trade on our platform because of our large network and deep pools of liquidity, which result in better and more efficient trade execution. We expand our relationships through our integrated technology and new offerings made available to our growing network of clients.
Regulation Many aspects of our business are subject to regulation in a number of jurisdictions, including the United States, the UK, the Netherlands, France, Germany, Switzerland, Portugal, Japan, Hong Kong, China, Singapore, Australia and the Dubai International Financial Centre (“DIFC”), among others.
Regulation Many aspects of our business are subject to regulation in a number of jurisdictions, including the United States, the UK, the Netherlands, France, Germany, Switzerland, Italy, Japan, Hong Kong, China, Singapore, Australia, the Kingdom of Saudi Arabia and the Dubai International Financial Centre (“DIFC”), among others.
In addition, we own, or have filed applications for, the rights to trade names, trademarks, copyrights, domain names and service marks that we use in the marketing of our platforms and solutions to clients. We have registered for trademarks in many of our markets, including our major markets, with registrations pending in others.
In addition, we own, or have filed applications for, the rights to trade names, trademarks, copyrights, domain names and service marks that we use in the marketing of our platform and solutions to clients. We have registered trademarks for many of our markets and functionalities, with registrations pending in others.
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.
During the year ended December 31, 2025, the percentage of trades executed by our institutional clients using our AiEX functionality was over 40% of total institutional trades, up from 30% in 2021, and we are seeing demand for AiEX continue to grow across some of our key products, including U.S.
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.
As part of that commitment, we have a Sustainability Steering Committee comprised of senior level executives covering major business directives across the company. The Sustainability 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.
Our internet-based, thin client technology is readily accessible and enables us to quickly access the market with easily distributed new solutions. For example, we were the first to offer web-based electronic multi-dealer trading to the institutional U.S. Treasury market and have subsequently automated the market structure of additional markets globally.
Our systems are built to be scalable, flexible and resilient. Our internet-based, thin client technology is readily accessible and enables us to quickly access the market with easily distributed new solutions. For example, we were the first to offer web-based electronic multi-dealer trading to the institutional U.S. Treasury market and have subsequently automated the market structure of additional markets globally.
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.
Treasuries, European government bonds and To-Be-Announced mortgage-backed securities (“TBA MBS”), we have continued to solve trading inefficiencies by adding new global products across our rates, credit, equities and money markets asset classes.
Treasury closing prices, utilizing an enhanced methodology, which also facilitates the calculation of bid and offer prices. Most recently, this methodology was extended to UK Gilts and European government bonds and is currently available for clients. We are also continuously developing new offerings and solutions to meet the changing needs of our clients.
Treasury closing prices, utilizing an enhanced methodology, which also facilitates the calculation of bid and offer prices and UK Gilts and European government bonds are also currently available for clients. We are also continuously developing new offerings and solutions to meet the changing needs of our clients.
Tradeweb remained a standalone, publicly-traded company, and the LSEG Transaction did not result in any changes to our stockholder voting rights, and we have not experienced and do not foresee any material impact on our strategy, day-to-day operations or Tradeweb management as a result of the LSEG Transaction.
Tradeweb remained a standalone, publicly-traded company, and the LSEG Transaction did not result in any changes to our stockholder voting rights, and we have not experienced and do not foresee any material impact on our strategy, day-to-day operations or Tradeweb management as a result of the LSEG Transaction. We maintain a market data license agreement with LSEG.
As a result of expanding our offerings, we have increased our opportunities in related addressable markets, where estimated average daily trading volumes for the types of asset classes traded on our platforms, excluding our ICD Portal, have grown from approximately $4.2 trillion in 2016 to $8.9 trillion through December 31, 2024, according to industry sources and management estimates.
As a result of expanding our offerings, we have increased our opportunities in related addressable markets, where estimated average daily trading volumes for the types of asset classes traded on our platform, excluding our ICD Portal, have grown from approximately $4.2 trillion in 2016 to $10.0 trillion through December 31, 2025, according to industry sources and management estimates.
Those orders are securely transmitted to the appropriate counterparties to ensure timely trade executions and cash transfers. Through our ICD Portfolio Analytics tool, corporate treasury organizations also have access to an AI-driven cloud solution for aggregating investment positions for comprehensive analysis, monitoring and reporting.
Those orders are securely transmitted to the appropriate counterparties to ensure timely trade executions and cash transfers. Through our ICD Portfolio Analytics tool, corporate treasury organizations also have access to an AI-driven cloud solution for aggregating investment positions for comprehensive analysis, monitoring and reporting. During 2025 we introduced the ability to trade U.S.
Under DORA, beginning in January 2025, our entities in the EU, namely Tradeweb EU B.V. and Tradeweb Execution Services B.V., were required to adopt a broader business view of resilience, with accountability clearly established at the senior management level.
Under DORA, which came into effect in January 2025, our entities in the EU, namely Tradeweb EU B.V. and Tradeweb Execution Services B.V., were required to adopt a broader business view of operational resilience, with accountability clearly established at the senior management level.
This strategy of collaboration and minority investment in digital assets allows us to increase our digital asset competencies by leveraging the technical expertise of our strategic partners in this digital asset space, without having to make significant investments in research and development in-house.
This strategy of collaboration and minority investment in digital asset initiatives allows us to increase our digital asset competencies by leveraging the technical expertise of our strategic partners in the digital asset space, without having to make as significant of an investment in research and development purely in-house.
Treasuries and related futures through a combination of algorithmic technology and cross-market connectivity. Our plans to pair this sophisticated technology with our global network is expected to open up a range of new possibilities for clients engaged in relative value or macro trades spanning multiple asset classes.
Treasuries and related futures trading. Our plans to pair this sophisticated technology with our global network is expected to open up a range of new possibilities for clients engaged in relative value or macro trades spanning multiple asset classes.
We face six main areas of competition: • Other electronic trading platforms : We compete with a number of other electronic trading venues.
We face the following main areas of competition: • Other electronic trading platforms : We compete with a number of other electronic trading venues.
For example, following our 2023 acquisition of Yieldbroker, we successfully expanded local client access in Australia to our global product suite, with a significant number of additional local users onboarded onto the global interest rate swaps platform during 2024.
We have also expanded internationally through acquisition. For example, following our 2023 acquisition of Yieldbroker, we successfully expanded local client access in Australia to our global product suite, with a significant number of additional local users onboarded onto the global interest rate swaps platform since the acquisition.
We developed our wholesale platform through the acquisitions of Hilliard Farber & Co. in 2008 and Rafferty Capital Markets in 2011, and developed technology to facilitate the migration of inefficient wholesale voice markets to more efficient and transparent electronic markets.
We entered the wholesale client sector through the acquisitions of Hilliard Farber & Co. in 2008 and then Rafferty Capital Markets in 2011, and developed technology to facilitate the migration of inefficient wholesale voice markets to more efficient and transparent electronic markets.
In August 2024, we published our fourth annual Corporate Sustainability Report, which reports on our sustainability goals and priorities as well as our progress towards those goals during calendar year 2023. 29 Table of Contents The Environment We are committed to understanding the full extent of our environmental impact and to working toward minimizing our global emissions footprint.
In September 2025, we published our fifth annual Corporate Sustainability Report, which reports on our sustainability goals and priorities as well as our progress towards those goals during calendar year 2024. The Environment We are committed to understanding the full extent of our environmental impact and to working toward minimizing our global emissions footprint.
The Compensation Committee has responsibility for oversight of human capital-related topics, including diversity, equity, and inclusion, and the Audit and Risk Committee has responsibility for oversight of external reporting of climate-related disclosures. 30 Table of Contents Our Organizational Structure Tradeweb Markets Inc. was incorporated in Delaware in November 2018.
The Compensation Committee has responsibility for oversight of human capital-related topics and the Audit and Risk Committee has responsibility for oversight of external reporting of climate-related disclosures. Our Organizational Structure Tradeweb Markets Inc. was incorporated in Delaware in November 2018.
We then provide our clients with trading platforms that meet regulatory requirements and enable connectivity to pre- and post-trade systems necessary to comply with their regulatory obligations. Platforms and Solutions Empowered by Data and Analytics Our data and analytics enhance the value proposition of our trading venues and improve the trading experience of our clients.
We then provide our clients with a trading platform that meets regulatory requirements and enables connectivity to pre- and post-trade systems necessary to comply with their regulatory obligations. Platform and Solutions Empowered by Data and Analytics Our data and analytics enhance the value proposition of our trading platform and improve the trading experience of our clients.
High-Grade credit, TBA MBS, European government bonds, global interest rate swaps, ETP-traded Yen-denominated interest rate swaps, European exchange traded funds (“ETFs”) and U.S. institutional money market funds. We cover all major client sectors participating in electronic trading, including the institutional, wholesale and retail client sectors, as well as our recently added corporates client sector.
High-Grade credit, TBA MBS, European government bonds, global interest rate swaps, European exchange traded funds (“ETFs”) and U.S. institutional money market funds. We cover all major client sectors participating in electronic trading, including the institutional, wholesale, retail and corporates client sectors.
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.
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 Commissione Nazionale per le Società e la Borsa (“CONSOB”) in Italy, the Dubai Financial Services Authority (the “DFSA”) in the DIFC, the Abu Dhabi Global Market (“ADGM”) in Abu Dhabi and the Capital Markets Authority (“CMA”) in the Kingdom of Saudi Arabia.
As of December 31, 2024, we had 1,412 employees, 1,000 of whom were based in the United States and 412 of whom were based outside of the United States. As of December 31, 2023, we had 1,179 employees globally. None of our employees are represented by a labor union.
As of December 31, 2025, we had 1,569 employees, 1,061 of whom were based in the United States and 508 of whom were based outside of the United States. As of December 31, 2024, we had 1,412 employees globally. None of our employees are represented by a labor union.
These qualities allow us to be quick to market with new offerings, to constantly enhance our existing platforms and solutions and to collect a robust set of data and analytics to support our marketplaces. As a company focused on technology serving the financial markets, we embrace a strategy of evolution and balance, not revolution.
These qualities allow us to be quick to market with new offerings, to constantly enhance our existing platform and solutions and to collect a robust set of data and analytics to support our marketplaces. 9 Table of Contents As a company focused on technology serving the financial markets, we embrace a balanced strategy of evolution and innovation.
Our long-term goal is to make trading in digital assets as seamless as any other asset class, providing clients with access to another source of liquidity and helping them to manage risk and capitalize on opportunities in digital assets with confidence. We believe our potential future expansion into digital assets aligns with our multi-asset class approach.
Our long-term goal is to make trading in digital assets as seamless as any other asset class, providing clients with access to another source of liquidity and helping them to manage risk and capitalize on opportunities in digital assets with confidence.
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.
We have also integrated our trading platform with many of our clients’ order, risk and treasury management and accounting systems for efficient pre- and post-trade processing.
ETFs and U.S. equity derivative products. Our electronic trading protocols include directed streams, central limit orderbook and session-based trading. We are well positioned to facilitate and capitalize on the continued transition of wholesale client trading from voice or hybrid trading to fully electronic trading.
The electronic trading protocols available through our wholesale offering include directed streams, central limit orderbook and session-based trading. We are well positioned to facilitate and capitalize on the continued transition of wholesale client trading from voice or hybrid trading to fully electronic trading.
Tradeweb Direct LLC is a SEC registered broker-dealer, operates an ATS and is a member of FINRA and MSRB. Tradeweb Direct LLC also relies on the Ontario Securities Commission International Dealer Exemption in the Canadian provinces of Ontario and Quebec, is registered as an exempt firm with the AFM and is a Recognized Body of the DFSA.
Tradeweb Direct LLC also relies on the Ontario Securities Commission International Dealer Exemption in the Canadian provinces of Ontario and Quebec, is registered as an exempt firm with the AFM and is a Recognized Body of the DFSA. Institutional Cash Distributors LLC (“ICDLC”), acquired in August 2024, is a SEC registered broker-dealer and a member of FINRA.
Institutional Tradeweb Institutional offers dealer-to-client and all-to-all trading and related solutions to liquidity-taking clients. Our clients include leading asset managers, hedge funds, insurance companies, regional dealers and central banks/sovereign entities. Through our Tradeweb Institutional platform, we offer trading in a wide variety of products, including U.S.
Institutional We offer dealer-to-client and all-to-all trading and related solutions to liquidity-taking institutional clients through a range of electronic marketplaces. Our institutional client sector includes leading asset managers, hedge funds, insurance companies, regional dealers and central banks/sovereign entities. We offer our institutional clients the ability to trade in a wide variety of products, including U.S.
Certain Tradeweb Direct clients also provide access to retail clients through white-labeled, web-based front ends. Our large and middle-market asset manager clients also have access to the Tradeweb Direct ATS. Tradeweb Direct offers trading in a range of products, including U.S. corporate bonds, U.S.
Certain of our retail clients also provide access to their retail clients through white-labeled, web-based front ends. Our large and middle-market asset manager clients also have access to the retail ATS. We offer our retail client sector the ability to trade in a range of products, including U.S. corporate bonds, U.S.
We have also created new trading protocols and developed additional solutions for our clients that are translated and built by our highly experienced technology and business personnel working together to solve a client workflow problem. Our January 2024 acquisition of the r8fin technology helped us offer a new and differentiated level of intelligent execution for trading U.S.
We have also created new trading protocols and developed additional solutions for our clients that are translated and built by our highly experienced technology and business personnel working together to solve a client workflow problem. Our January 2024 acquisition of the r8fin technology expanded our intelligent execution capabilities, which combines algorithmic execution and cross-market connectivity to enhance U.S.
In 2017, we expanded into China to offer our global clients access to the Chinese bond market through our initiative with BondConnect, in 2020, we launched CIBM Direct, and in 2021, we completed our first Southbound BondConnect transactions, offering onshore investors enhanced access to oversees liquidity, pre-trade transparency and innovative trading protocols.
In 2017, we expanded into China to offer our global clients access to the Chinese bond market through our initiative with BondConnect, in 2020, we launched CIBM Direct, in 2021, we completed our first Southbound BondConnect transactions, offering onshore investors enhanced access to oversees liquidity, pre-trade transparency and innovative trading protocols and in 2023, we launched direct trading access through our platform to Swap Connect, providing offshore investors the ability to trade and central party clear onshore CNY interest rates swaps.
Our focus continues to be on opportunities that we believe can enhance or benefit from our technology platform and client network, provide significant market share and profitability and are consistent with our corporate culture.
Our focus continues to be on opportunities that we believe can enhance or benefit from our technology platform and client network, provide significant market share and profitability and are consistent with our corporate culture. We intend to continue to selectively consider opportunities to grow and learn through strategic alliances and acquisitions.
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.
We are unable to predict how certain new laws, proposed rules and regulations and other regulatory initiatives 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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, Refinitiv may have an interest in our pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you. 56 Table of Contents We are a “controlled company” within the meaning of the corporate governance standards of Nasdaq and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements.
Biggest changeLSEG also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, LSEG may have an interest in our pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you.
The success of new platforms or solutions, or new features and versions of existing platforms and solutions, depends on several factors, including the timely and cost-effective completion, introduction and market acceptance of such new or enhanced platform or solution. Development efforts entail significant technical and business risks.
The success of new platforms or solutions, or new features and versions of existing platform and solutions, depends on several factors, including the timely and cost-effective completion, introduction and market acceptance of such new or enhanced platform or solution. Development efforts entail significant technical and business risks.
In our development of new platforms, platform features and solutions or updates and enhancements to our existing platforms and solutions, we may make a design error that causes the platform feature or solution to fail or operate incorrectly or less effectively than planned.
In our development of new platforms, platform features and solutions or updates and enhancements to our existing platform and solutions, we may make a design error that causes the platform feature or solution to fail or operate incorrectly or less effectively than planned.
Our inability to attract, retain and motivate personnel with the requisite skills could impair our ability to develop new platforms, platform features or solutions, enhance our existing platforms and solutions, grow our client base, enter into new markets, operate under various regulatory frameworks or manage our business effectively.
Our inability to attract, retain and motivate personnel with the requisite skills could impair our ability to develop new platforms, platform features or solutions, enhance our existing platform and solutions, grow our client base, enter into new markets, operate under various regulatory frameworks or manage our business effectively.
Risks Relating to our Organizational Structure and Governance Refinitiv controls us and its interests may conflict with ours or yours in the future. Following the consummation of the LSEG Transaction, LSEG is the controlling shareholder of Refinitiv and Refinitiv continues to be the controlling shareholder of Tradeweb.
Risks Relating to our Organizational Structure and Governance LSEG controls us and its interests may conflict with ours or yours in the future. Following the consummation of the LSEG Transaction, LSEG is the controlling shareholder of Refinitiv and Refinitiv continues to be the controlling shareholder of Tradeweb.
Additional considerations that could cause management to limit, suspend or delay future stock repurchases include unfavorable market conditions, the trading price of our Class A common stock, the nature and magnitude of other investment opportunities available to us from time to time and the allocation of available cash.
Additional considerations that could cause management to limit, suspend or delay future repurchases include unfavorable market conditions, the trading price of our Class A common stock, the nature and magnitude of other investment opportunities available to us from time to time and the allocation of available cash.
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.
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 platform 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 platform and solutions; • adapt our existing platform 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 platform and solutions.
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.
Entering into strategic alliances, partnerships, joint ventures or 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.
Risks Relating to our Organizational Structure and Governance • Refinitiv controls us and its interests may conflict with ours or yours. • We are a “controlled company” within the meaning of the corporate governance standards 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. • Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders. • 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. • The Tax Receivable Agreement with the Continuing LLC Owners requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled. • Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Continuing LLC Owners that will not benefit Class A common stockholders or Class B common stockholders to the same extent as it will benefit the Continuing LLC Owners. • In certain cases, payments under the Tax Receivable Agreement to the Continuing LLC Owners may be accelerated or significantly exceed the actual benefits we realize. • We will not be reimbursed for any payments made to the Continuing LLC Owners under the Tax Receivable Agreement in the event that any tax benefits are disallowed. • If we are deemed to be an investment company under the Investment Company Act of 1940, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.
Risks Relating to our Organizational Structure and Governance • LSEG controls us and its interests may conflict with ours or yours. • We are a “controlled company” within the meaning of the corporate governance standards 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. • Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders. • 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. • The Tax Receivable Agreement with the Continuing LLC Owners requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled. • Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the Continuing LLC Owners that will not benefit Class A common stockholders or Class B common stockholders to the same extent as it will benefit the Continuing LLC Owners. • In certain cases, payments under the Tax Receivable Agreement to the Continuing LLC Owners may be accelerated or significantly exceed the actual benefits we realize. • We will not be reimbursed for any payments made to the Continuing LLC Owners under the Tax Receivable Agreement in the event that any tax benefits are disallowed. • If we are deemed to be an investment company under the Investment Company Act of 1940, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.
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 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. 34 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 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.
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, and investment in, artificial intelligence and blockchain technologies may not be successful. • We may face consolidation and concentration in the financial services industry.
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.
Our systems, networks, infrastructure and other operations, in particular our platform and solutions, are vulnerable to impact or interruption from a wide variety of causes, including: irregular or heavy use of our trading platform 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.
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.
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 platform 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; 42 Table of Contents • network or service outages, internet disruptions, the availability of our platform, 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 platform, 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.
We fall under the provisions of the Two Pillar Plan and related tax impacts per local country adoption as we are a consolidating subsidiary of LSEG. We do not anticipate a material impact to our financial condition, results of operations and cash flows from the IRA or Two Pillar Plan.
We fall under the provisions of the Two Pillar Plan and related tax impacts per local country adoption as we are a consolidating subsidiary of LSEG. We do not anticipate a material impact to our financial condition, results of operations and cash flows from the OBBBA, IRA or Two Pillar Plan.
Accordingly, some of our competitors may be able to combine use of their electronic trading platforms with complementary access to market data and analytical tools and/or leverage relationships with existing clients to obtain additional business from such clients, which could preempt use of our platforms or solutions.
Accordingly, some of our competitors may be able to combine use of their electronic trading platforms with complementary access to market data and analytical tools and/or leverage relationships with existing clients to obtain additional business from such clients, which could preempt use of our platform or solutions.
We cannot assure you that we will be able to anticipate or respond in a timely manner to changing market conditions, and new platforms, technologies or solutions, or enhancements to existing platforms, technologies or solutions, may not meet regulatory requirements, address client needs or achieve market acceptance.
We cannot assure you that we will be able to anticipate or respond in a timely manner to changing market conditions, and new platforms, technologies or solutions, or enhancements to existing platform, technologies or solutions, may not meet regulatory requirements, address client needs or achieve market acceptance.
We intend to continue to pay cash dividends on our Class A common stock and Class B common stock on a quarterly basis, subject to the discretion of our board of directors and our compliance with applicable law, and depending on our and our subsidiaries’ results of operations, capital requirements, financial condition, business prospects, contractual restrictions, restrictions imposed by applicable laws and other factors that our board of directors deems relevant. 62 Table of Contents Because we are a holding company and all of our business is conducted through our subsidiaries, we expect to pay dividends, if any, only from funds we receive from our subsidiaries.
We intend to continue to pay cash dividends on our Class A common stock and Class B common stock on a quarterly basis, subject to the discretion of our board of directors and our compliance with applicable law, and depending on our and our subsidiaries’ results of operations, capital requirements, financial condition, business prospects, contractual restrictions, restrictions imposed by applicable laws and other factors that our board of directors deems relevant. 64 Table of Contents Because we are a holding company and all of our business is conducted through our subsidiaries, we expect to pay dividends, if any, only from funds we receive from our subsidiaries.
Accordingly, there can be no assurance that such dealer clients’ primary commitments will not be to one of our competitors or that they will not continue to rely on their own trading platforms or traditional methods instead of using our trading platforms.
Accordingly, there can be no assurance that such dealer clients’ primary commitments will not be to one of our competitors or that they will not continue to rely on their own trading platforms or traditional methods instead of using our trading platform.
From time to time, we may enter into strategic alliances, partnerships or joint ventures, or make strategic minority investments or other financial or commercial arrangements, as a means to accelerate our entry into new markets, provide new solutions or enhance our existing capabilities.
From time to time, we may enter into strategic alliances, partnerships or joint ventures, or make investments or other financial or commercial arrangements, as a means to accelerate our entry into new markets, provide new solutions or enhance our existing capabilities.
We rely primarily on a combination of U.S. and foreign patent, copyright, trademark, service mark and trade secret laws and nondisclosure, license, assignment and confidentiality arrangements to establish, maintain and protect our proprietary rights as well as the intellectual property rights of third parties whose content, data, information and other materials we license (see also “—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.”).
We rely primarily on a combination of U.S. and foreign patent, copyright, trademark, service mark and trade secret laws and nondisclosure, license, assignment and confidentiality arrangements to establish, maintain and protect our proprietary rights as well as the intellectual property rights of third parties whose content, data, information and other materials we license (see also “—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”).
As a result, payments could be made under the Tax Receivable Agreement in excess of the tax savings that we realize in respect of the tax attributes with respect to a Continuing LLC Owner that are the subject of the Tax Receivable Agreement. 60 Table of Contents If we are deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), as a result of our ownership of TWM LLC, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.
As a result, payments could be made under the Tax Receivable Agreement in excess of the tax savings that we realize in respect of the tax attributes with respect to a Continuing LLC Owner that are the subject of the Tax Receivable Agreement. 62 Table of Contents If we are deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), as a result of our ownership of TWM LLC, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.
The terms of many open source licenses are ambiguous and have not been interpreted by U.S. or other courts, and these licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our platforms and solutions, license the software on unfavorable terms, require us to re-engineer our platforms and solutions or take other remedial actions, any of which could have a material adverse effect on our business.
The terms of many open source licenses are ambiguous and have not been interpreted by U.S. or other courts, and these licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our platform and solutions, license the software on unfavorable terms, require us to re-engineer our platform and solutions or take other remedial actions, any of which could have a material adverse effect on our business.
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.
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 an EU directive on the implementation of the plan by January 1, 2024.
The existence of design defects, errors, failures or delays that are significant, or are perceived to be significant, could also result in rejection or delay in market acceptance of our platforms, features or solutions, damage to our reputation, loss of clients and related revenues, diversion of resources, product liability claims, regulatory actions or increases in costs, any of which could materially adversely affect our business, financial condition or results of operations.
The existence of design defects, errors, failures or delays that are significant, or are perceived to be significant, could also result in rejection or delay in market acceptance of our platform, features or solutions, damage to our reputation, loss of clients and related revenues, diversion of resources, product liability claims, regulatory actions or increases in costs, any of which could materially adversely affect our business, financial condition or results of operations.
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.
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 platform 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.
In addition, shares of Class A common stock issued or issuable upon exercise of options that have currently vested and vesting of outstanding equity awards (as described more fully in Note 13 - Stock-Based Compensation Plains to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K) are eligible for sale.
In addition, shares of Class A common stock issued or issuable upon exercise of options that have currently vested and vesting of outstanding equity awards (as described more fully in Note 13 – Stock-Based Compensation Plans to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K) are eligible for sale.
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.
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 platform and solutions.
If we are not able to keep pace with changing market conditions or client demands or if our competitors release new technology before we do, our existing platforms, solutions and technologies may become obsolete or our competitive position may be materially harmed, each of which could have a material adverse effect on our business, financial condition and results of operations.
If we are not able to keep pace with changing market conditions or client demands or if our competitors release new technology before we do, our existing platform, solutions and technologies may become obsolete or our competitive position may be materially harmed, each of which could have a material adverse effect on our business, financial condition and results of operations.
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.
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 platform, systems and infrastructure. • We may experience design defects, errors, failures or delays with our platform 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. • Cryptocurrency and other digital assets are an emerging asset class that carries unique risk, including the risk of financial loss.
If a substantial number of our key data sources and information providers withdraw or are unable to provide us with their data or information services, or if a substantial number of clients no longer trade on our platforms or use our solutions, and we are unable to suitably replace such data sources or information services, or if the collection of data or information becomes uneconomical, our ability to offer our pre- and post-trade data, analytics tools and reporting solutions could be adversely impacted.
If a substantial number of our key data sources and information providers withdraw or are unable to provide us with their data or information services, or if a substantial number of clients no longer trade on our platform or use our solutions, and we are unable to suitably replace such data sources or information services, or if the collection of data or information becomes uneconomical, our ability to offer our pre- and post-trade data, analytics tools and reporting solutions could be adversely impacted.
Further, the implementation of new legislation or regulations, or changes in or unfavorable interpretations of existing legislation or regulations by courts or regulators, could require us to incur significant compliance costs and impede our ability to operate, expand and enhance our platforms and solutions as necessary to remain competitive and grow our business, which could materially adversely affect our business, financial condition and results of operations.
Further, the implementation of new legislation or regulations, or changes in or unfavorable interpretations of existing legislation or regulations by courts or regulators, could require us to incur significant compliance costs and impede our ability to operate, expand and enhance our platform and solutions as necessary to remain competitive and grow our business, which could materially adversely affect our business, financial condition and results of operations.
In addition, there may be a long negotiation period before we enter into a strategic alliance, partnership or joint venture or make a strategic minority investment or other financial or commercial arrangement or a long preparation period before we commence providing trading venues and solutions and/or realizing the anticipated benefits from or begin earning revenues pursuant to such arrangement, as applicable.
In addition, there may be a long negotiation period before we enter into a strategic alliance, partnership or joint venture or make an investment or other financial or commercial arrangement or a long preparation period before we commence providing trading venues and solutions and/or realizing the anticipated benefits from or begin earning revenues pursuant to such arrangement, as applicable.
Please see “−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.” 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.
Please see “−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.” Systems failures, interruptions, delays in service, catastrophic events and resulting interruptions in the availability of our platform or solutions could materially harm our business and reputation.
Our operations also include the sale of pre- and post-trade services, analytics and market data (including through a distribution agreement with LSEG). There is a high degree of competition among market data and information vendors in solutions for pre- and post-trade data, analytics and reporting, and such businesses may become more competitive in the future as new competitors emerge.
Our operations also include the sale of pre- and post-trade services, analytics and market data (including through a license agreement with LSEG). There is a high degree of competition among market data and information vendors in solutions for pre- and post-trade data, analytics and reporting, and such businesses may become more competitive in the future as new competitors emerge.
We do not have long-term contractual arrangements with certain of our clients, and our business performance could be impacted if these clients stop or lessen their usage of our platforms and solutions, including as a result of macroeconomic factors. Our business largely depends on certain of our liquidity taking clients to initiate inquiries on our trading platforms.
We do not have long-term contractual arrangements with certain of our clients, and our business performance could be impacted if these clients stop or lessen their usage of our platform and solutions, including as a result of macroeconomic factors. Our business largely depends on certain of our liquidity taking clients to initiate inquiries on our trading platform.
Although we generally experience increased trading volumes across our marketplaces during periods of volatility, use of our platforms and demand for our solutions may decline during periods of significant volatility as market participants in rapidly moving markets may seek to negotiate trades and access information directly over the telephone instead of electronically.
Although we generally experience increased trading volumes across our marketplaces during periods of volatility, use of our platform and demand for our solutions may decline during periods of significant volatility as market participants in rapidly moving markets may seek to negotiate trades and access information directly over the telephone instead of electronically.
If we are not able to compete successfully, our business, financial condition and results of operations could be materially adversely affected. 37 Table of Contents 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.
If we are not able to compete successfully, our business, financial condition and results of operations could be materially adversely affected. 38 Table of Contents 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.
Many of our solutions also rely on data and services provided by third-party providers over which we have no or limited control and may be provided to us with defects, errors or failures. Our clients may also use our platforms and solutions together with their own software, data or products from other companies.
Many of our solutions also rely on data and services provided by third-party providers over which we have no or limited control and may be provided to us with defects, errors or failures. Our clients may also use our platform and solutions together with their own software, data or products from other companies.
Our growth also depends on, among other things, our ability to increase our market share, add new products, enhance our existing platforms and solutions, develop new offerings that address client demand and market trends and stay abreast of changing market conditions and regulatory requirements. Our growth may also be dependent on our ability to further diversify our revenue base.
Our growth also depends on, among other things, our ability to increase our market share, add new products, enhance our existing platform and solutions, develop new offerings that address client demand and market trends and stay abreast of changing market conditions and regulatory requirements. Our growth may also be dependent on our ability to further diversify our revenue base.
Accordingly, for such period of time, Refinitiv will continue to have significant influence with respect to our management, business plans and policies. In particular, Refinitiv is able to cause or prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company.
Accordingly, for such period of time, LSEG, including Refinitiv, will continue to have significant influence with respect to our management, business plans and policies. In particular, LSEG is able to cause or prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company.
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.
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.
These factors also affect the degree of volatility (the magnitude and frequency of fluctuations) in the U.S. and global financial markets, including in the prices and trading volumes of the products traded on our platforms. Volatility increases the need to hedge price risk and creates opportunities for investment and speculative or arbitrage trading, and thus increases trading volumes.
These factors also affect the degree of volatility (the magnitude and frequency of fluctuations) in the U.S. and global financial markets, including in the prices and trading volumes of the products traded on our platform. Volatility increases the need to hedge price risk and creates opportunities for investment and speculative or arbitrage trading, and thus increases trading volumes.
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.
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. 36 Table of Contents The industry in which we operate is rapidly evolving.
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.
Our business depends on the efficient and uninterrupted operation of our systems, networks and infrastructure, in particular those that power our platform 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.
In recent years, U.S. and foreign regulators have imposed new requirements on operations such as ours that have been costly for us to implement and that could result in a decrease in the use of our platforms and demand for some of our solutions or result in regulatory investigations, fines and penalties.
In recent years, U.S. and foreign regulators have imposed new requirements on operations such as ours that have been costly for us to implement and that could result in a decrease in the use of our platform and demand for some of our solutions or result in regulatory investigations, fines and penalties.
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.
As of December 31, 2025, 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.” 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.
See “— Risks Relating to Ownership of Our Class A Common Stock.” 60 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.
If trading volumes decline substantially or for a sustained period, the critical mass of transaction volume necessary to support viable markets and generate valuable data could be jeopardized, which, in turn, could further discourage clients from using our platforms and solutions and further accelerate the decline in trading volumes.
If trading volumes decline substantially or for a sustained period, the critical mass of transaction volume necessary to support viable markets and generate valuable data could be jeopardized, which, in turn, could further discourage clients from using our platform and solutions and further accelerate the decline in trading volumes.
If our clients merge with or are acquired by other companies that are not our clients, or companies that utilize our offerings to a lesser degree, such clients may discontinue or reduce their use of our platforms and solutions. Any such developments could materially adversely affect our business, financial condition and results of operations.
If our clients merge with or are acquired by other companies that are not our clients, or companies that utilize our offerings to a lesser degree, such clients may discontinue or reduce their use of our platform and solutions. Any such developments could materially adversely affect our business, financial condition and results of operations.
In addition, our dealer clients also provide us with data via feeds and through the transactions they execute on our trading platforms, which is an important input for our data and analytics offerings. Market knowledge and feedback from dealer clients have been important factors in the development of many of our offerings and solutions.
In addition, our dealer clients also provide us with data via feeds and through the transactions they execute on our trading platform, which is an important input for our data and analytics offerings. Market knowledge and feedback from dealer clients have been important factors in the development of many of our offerings and solutions.
If our existing dealer clients reduce their trading activity and that activity is not replaced by other market participants, the level of liquidity and pricing available on our trading platforms would be negatively impacted, which could materially adversely affect our business, financial condition and results of operations.
If our existing dealer clients reduce their trading activity and that activity is not replaced by other market participants, the level of liquidity and pricing available on our trading platform would be negatively impacted, which could materially adversely affect our business, financial condition and results of operations.
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.
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; • 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; 63 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; • 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.
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 we do not successfully adapt our existing trading platform, systems and infrastructure to the requirements of our clients, changes in regulation or to emerging industry standards, or if our trading platform otherwise fail to accommodate trading volumes, our business, financial condition and results of operations could be materially adversely affected.
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.
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 wars 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; 47 Table of Contents • 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.
A company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” within the meaning of the corporate governance standards of Nasdaq and may elect not to comply with certain corporate governance requirements of Nasdaq, including: • the requirement that a majority of our board of directors consist of independent directors; • the requirement that director nominations be made, or recommended to the full board of directors, by its independent directors or by a nominations committee that is composed entirely of independent directors; and • the requirement that we have a compensation committee that is composed entirely of independent directors.
A company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” within the meaning of the corporate governance standards of Nasdaq and may elect not to comply with certain corporate governance requirements of Nasdaq, including: • the requirement that a majority of our board of directors consist of independent directors; 58 Table of Contents • the requirement that director nominations be made, or recommended to the full board of directors, by its independent directors or by a nominations committee that is composed entirely of independent directors; and • the requirement that we have a compensation committee that is composed entirely of independent directors.
In addition, our clients, the majority of which are not subject to long-term contractual arrangements, may stop using or reduce their use of our trading platforms at any time, which would decrease our volume of trade data and may diminish the competitiveness of our market data offerings.
In addition, our clients, the majority of which are not subject to long-term contractual arrangements, may stop using or reduce their use of our trading platform at any time, which would decrease our volume of trade data and may diminish the competitiveness of our market data offerings.
If our systems, networks or infrastructure were to fail or be negatively impacted as a result of an unforeseen, catastrophic or uncontrollable event, our business functions could be interrupted, our ability to make our platforms and solutions available to our clients could be impaired and, as a result, we could lose critical data and revenues.
If our systems, networks or infrastructure were to fail or be negatively impacted as a result of an unforeseen, catastrophic or uncontrollable event, our business functions could be interrupted, our ability to make our platform and solutions available to our clients could be impaired and, as a result, we could lose critical data and revenues.
In particular, our growth depends on our ability to maintain and expand our network by attracting new clients, increasing the use of our platforms and solutions by existing clients and by integrating them across geographies and a wide range of asset classes, products, trade types and trade sizes within our marketplaces.
In particular, our growth depends on our ability to maintain and expand our network by attracting new clients, increasing the use of our platform and solutions by existing clients and by integrating them across geographies and a wide range of asset classes, products, trade types and trade sizes within our marketplaces.
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.
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 engages in a broad spectrum of activities.
Risks Relating to Cybersecurity and Intellectual Property • We could face actual or perceived security vulnerabilities in the systems, networks and infrastructure that we own or use, breaches of security controls, unauthorized access to confidential or personal information or cyber attacks. • We could be subject to systems failures, interruptions, delays in service, catastrophic events and resulting interruptions in the availability of our platforms or solutions. • We may not be able to adequately protect our intellectual property or rely on third-party intellectual property rights. • Third parties may claim that we are infringing or misappropriating their intellectual property rights. 32 Table of Contents • Our use of open source software could result in litigation or impose unanticipated restrictions on our ability to commercialize our platforms and solutions.
Risks Relating to Cybersecurity and Intellectual Property • We could face actual or perceived security vulnerabilities in the systems, networks and infrastructure that we own or use, breaches of security controls, unauthorized access to confidential or personal information or cyber attacks. • We could be subject to systems failures, interruptions, delays in service, catastrophic events and resulting interruptions in the availability of our platform or solutions. • We may not be able to adequately protect our intellectual property or rely on third-party intellectual property rights. • Third parties may claim that we are infringing or misappropriating their intellectual property rights. 33 Table of Contents • Our use of open source software could result in litigation or impose unanticipated restrictions on our ability to commercialize our platform and solutions.
In particular, we depend on LSEG to source certain reference data for products that trade on our platforms. Our data sources and information providers, some of which are our competitors, could increase the price for or withdraw their data or information services for a variety of reasons.
In particular, we depend on LSEG to source certain reference data for products that trade on our platform. Our data sources and information providers, some of which are our competitors, could increase the price for or withdraw their data or information services for a variety of reasons.
We may have difficulties identifying and entering into new markets due to established competitors, our inability to keep pace with technology and industry developments, lack of recognition of our brand and lack of acceptance of our platforms and solutions, as has occurred with certain of our initiatives in the past.
We may have difficulties identifying and entering into new markets due to established competitors, our inability to keep pace with technology and industry developments, lack of recognition of our brand and lack of acceptance of our platform and solutions, as has occurred with certain of our initiatives in the past.
Due to political uncertainty in certain regions, we, like other financial services companies, may be subject to a heightened risk of such attacks from nation-state and affiliated actors, including attacks that could materially disrupt our systems, operations and platforms.
Due to political uncertainty in certain regions, we, like other financial services companies, may be subject to a heightened risk of such attacks from nation-state and affiliated actors, including attacks that could materially disrupt our systems, operations and platform.
Third parties may claim that we are infringing or misappropriating their intellectual property rights, which could cause us to suffer competitive injury, expend significant resources defending against such claims or be prevented from offering our platforms and solutions.
Third parties may claim that we are infringing or misappropriating their intellectual property rights, which could cause us to suffer competitive injury, expend significant resources defending against such claims or be prevented from offering our platform and solutions.
Our business and that of our clients could also be affected by the monetary policies adopted by the Federal Reserve and foreign central banking authorities, which may affect the credit quality of our clients or increase the cost for our clients to trade certain instruments on our trading platforms.
Our business and that of our clients could also be affected by the monetary policies adopted by the Federal Reserve and foreign central banking authorities, which may affect the credit quality of our clients or increase the cost for our clients to trade certain instruments on our trading platform.
In particular, because our platforms and solutions are designed to operate on a variety of electronic systems, we will need to continuously modify and enhance our marketplaces to keep pace with changes in internet-related hardware and other software, communication and browser technologies.
In particular, because our platform and solutions are designed to operate on a variety of electronic systems, we will need to continuously modify and enhance our marketplaces to keep pace with changes in internet-related hardware and other software, communication and browser technologies.
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.
We will need to continually improve and upgrade our trading platform, 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 platform, especially during peak trading times or at times of increased market volatility.
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.
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. 41 Table of Contents We are dependent upon trading counterparties and clearinghouses to perform their obligations.
Any incident that erodes client loyalty for our brand could significantly reduce its value and damage our business.
Further, any incident that erodes client loyalty for our brand could significantly reduce its value and damage our business.
We expect that we may compete in the future with a variety of companies with respect to our platforms and solutions. If we are not able to compete successfully in the future, our business, financial condition and results of operations could be materially adversely affected.
We expect that we may compete in the future with a variety of companies with respect to our platform and solutions. If we are not able to compete successfully in the future, our business, financial condition and results of operations could be materially adversely affected.
We depend upon data and information services from external sources, including data received from certain competitors, clients, self-regulatory organizations and other third-party data providers for information used on our platforms and by our solutions, including our data, analytical tools and other pre- and post-trade services.
We depend upon data and information services from external sources, including data received from certain competitors, clients, self-regulatory organizations and other third-party data providers for information used on our platform and by our solutions, including our data, analytical tools and other pre- and post-trade services.
If an actual, threatened or perceived cyber attack or breach of our security occurs, our clients could lose confidence in our security measures and the reliability of our platforms and solutions, which would materially harm our ability to retain existing clients and gain new clients.
If an actual, threatened or perceived cyber attack or breach of our security occurs, our clients could lose confidence in our security measures and the reliability of our platform and solutions, which would materially harm our ability to retain existing clients and gain new clients.
We cannot assure you that we are or will be aware of all third-party intellectual property rights that may pose a risk of infringement or misappropriation to our platforms, solutions, technologies or the manner in which we operate our business.
We cannot assure you that we are or will be aware of all third-party intellectual property rights that may pose a risk of infringement or misappropriation to our platform, solutions, technologies or the manner in which we operate our business.
Any significant loss of these clients or a significant reduction in their use of our platforms and solutions could have a material negative impact on our trading volumes and revenues, and materially adversely affect our business, financial condition and results of operations.
Any significant loss of these clients or a significant reduction in their use of our platform and solutions could have a material negative impact on our trading volumes and revenues, and materially adversely affect our business, financial condition and results of operations.
We rely on our information technology environment and certain critical databases, systems and applications to support key product and service offerings. Our success depends on our clients’ confidence in our ability to provide reliable, secure, real-time access to our trading platforms.
We rely on our information technology environment and certain critical databases, systems and applications to support key product and service offerings. Our success depends on our clients’ confidence in our ability to provide reliable, secure, real-time access to trading on our platform.
Any material disruptions in our trading platforms could result in our clients deciding to stop using or to reduce their use of our trading platforms, either of which would have a material adverse effect on our business, financial condition and results of operations.
Any material disruptions in our trading platform could result in our clients deciding to stop using or to reduce their use of our trading platform, either of which would have a material adverse effect on our business, financial condition and results of operations.
If we experience design defects, errors, failures or delays with our platforms or solutions, our business could suffer serious harm. Despite testing, our platforms and solutions may contain design defects and errors or fail when first introduced or when major new updates or enhancements are released.
If we experience design defects, errors, failures or delays with our platform or solutions, our business could suffer serious harm. Despite testing, our platform and solutions may contain design defects and errors or fail when first introduced or when major new updates or enhancements are released.
Any reduction in the use of our trading platforms by our key dealer clients, for any reason, and any associated decrease in the pool of capital and liquidity accessible across our marketplaces, could reduce the volume of trading on our platforms, which could, in turn, reduce the use of our platforms by their counterparty clients.
Any reduction in the use of our trading platform by our key dealer clients, for any reason, and any associated decrease in the pool of capital and liquidity accessible across our marketplaces, could reduce the volume of trading on our platform, which could, in turn, reduce the use of our platform by their counterparty clients.
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.
The GDPR prohibits the transfer of personal data to countries outside of the EU/EEA (including the U.S.) that are not considered by the European Commission to provide an adequate level of data protection (“Third Countries”), 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.
Most of our liquidity taking clients do not have long-term contractual arrangements with us and utilize our platforms and solutions on a transaction-by-transaction basis and may choose not to use our platforms at any time.
Most of our liquidity taking clients do not have long-term contractual arrangements with us and utilize our platform and solutions on a transaction-by-transaction basis and may choose not to use our platform at any time.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe 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.
Biggest changeThe Enterprise Risk Committee (the “ERC”) is chaired by our Chief Administrative Officer and Chief Risk Officer and includes our Chief Technology Officer, Chief Legal Officer, Global Head of Enterprise Risk, Chief Information Security Officer, Head of Global Compliance, Chief People Officer, Chief Audit Executive and various global heads of business lines and corporate functions.
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.
Our Board and our Audit and Risk Committee each receive periodic reports from our Chief Information Security Officer and Chief Administrative 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.
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.
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 platform 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.
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.
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; 66 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.
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.
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. 67 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 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.
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 clients. This involves a comprehensive and ongoing effort to protect against, detect and respond to cybersecurity threats and vulnerabilities.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe 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.
Biggest changeAs of December 31, 2025, our principal offices consisted of the following properties: Location Square Feet Lease Expiration Date Use New York, New York 75,825 5/31/2041 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, Somerset, New Jersey, Miami, Florida, Chicago, Illinois, Golden, Colorado, Amsterdam, Netherlands, Paris, France, Milan, Italy, Shanghai, China, Hong Kong, China, Singapore, Tokyo, Japan, Sydney, Australia, Dubai, United Arab Emirates, Mumbai, India, Bangalore, India, Sao Paolo, Brazil and Riyadh, Saudi Arabia.
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
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. 68 Table of Contents
Removed
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.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe 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
Biggest changeIn 2024, the Dealer Defendants agreed to settle all claims brought by the class plaintiffs and the court approved those settlements in July 2025. Accordingly, only the individual plaintiffs continue to pursue their claims. 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.
While the ultimate resolution of these matters cannot presently be determined, we do not believe that, taking into account any applicable insurance coverage, any of our pending legal proceedings, including the matters set forth below, could reasonably be expected to have a material adverse effect on our business, financial condition or results of operations.
While the ultimate resolution of these matters cannot presently be determined, we do not believe that, taking into account any applicable insurance coverage, any of our pending legal proceedings, including the matter set forth below, could reasonably be expected to have a material adverse effect on our business, financial condition or results of operations.
ITEM 3. LEGAL PROCEEDINGS. From time to time, we are subject to various claims, lawsuits and other legal proceedings, including reviews, investigations and proceedings by governmental and self-regulatory agencies regarding our business. Set forth below is a summary of our currently pending material legal proceedings.
ITEM 3. LEGAL PROCEEDINGS. From time to time, we are subject to various claims, lawsuits and other legal proceedings, including reviews, investigations and proceedings by governmental and self-regulatory agencies regarding our business. Set forth below is a summary of our currently pending material legal proceeding.
At this time, we cannot reasonably predict the timing or outcomes of, or estimate the amount of loss, or range of loss, if any, related to, our pending legal proceedings, including the matters described below, and therefore we do not have any contingency reserves established for any of these matters.
At this time, we cannot reasonably predict the timing or outcomes of, or estimate the amount of loss, or range of loss, if any, related to, our pending legal proceedings, including the matter described below, and therefore we do not have any contingency reserves established for any matters.
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.
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.
Removed
Treasuries Matter In December 2015, more than 40 substantially similar putative class action complaints filed by individual investors, pension funds, retirement funds, insurance companies, municipalities, hedge funds and banks were consolidated in the United States District Court for the Southern District of New York under the caption In re Treasuries Securities Auction Antitrust Litigation , No. 1:15-md-2673 (S.D.N.Y.) (PGG).
Added
ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 69 Table of Contents PART II
Removed
In November 2017, the plaintiffs in these consolidated actions filed a consolidated amended complaint in which they allege (a) an “Auction Conspiracy” among primary dealers of United States Treasury securities in auctions for Treasury securities and in the “when-issued” and secondary markets for such securities and other derivative financial products; and (b) a “Boycott Conspiracy” among certain primary dealers and Tradeweb Markets LLC, Tradeweb IDB Markets, Inc. and Dealerweb Inc.
Removed
The plaintiffs purport to represent two putative classes: an “Auction Class” consisting of all persons who purchased Treasuries in an auction, transacted in Treasuries with a dealer defendant or through an exchange from January 1, 2007 through June 8, 2015, and a “Boycott Class” consisting of all persons who transacted in Treasury securities in the secondary market with a dealer defendant from November 15, 2013 to the present.
Removed
The consolidated amended complaint alleges that the Tradeweb Parties participated in the alleged “Boycott Conspiracy” through which certain primary dealers are alleged to have boycotted trading platforms permitting “all-to-all” trading of Treasury securities.
Removed
The complaint asserts claims against the Tradeweb Parties under Section 1 of the Sherman Antitrust Act and for unjust enrichment under state law and seeks to permanently enjoin the Tradeweb Parties and the dealer defendants from maintaining the alleged “Boycott Conspiracy” and an award of treble damages, costs and expenses.
Removed
Defendants filed motions to dismiss in February 2018, including a separate motion to dismiss filed by the Tradeweb Parties. The cases were dismissed in March 2021, with the Court granting the Plaintiffs leave to further amend the complaint by no later than May 14, 2021.
Removed
The Plaintiffs filed an amended complaint on or about May 14, 2021, and the Company served its motion to dismiss the amended compliant on June 14, 2021. By order dated March 31, 2022, the Court granted the Company’s motion and dismissed all of the claims against it in the amended complaint.
Removed
The Court also denied the Plaintiffs’ request for leave to file a further amended complaint. On April 28, 2022, the Plaintiffs filed a Notice of Appeal of the decision and filed their opening brief on the appeal in the United States Court of Appeals for the Second Circuit on August 18, 2022.
Removed
The Company filed its brief in response on November 17, 2022. Plaintiffs filed their brief in reply in further support of their appeal on December 14, 2022.
Removed
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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Biggest changeIssuer 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.
Biggest changeIssuer Purchases of Equity Securities During the three months ended December 31, 2025, 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, 2025 – October 31, 2025 — $ — — $ 179,898 November 1, 2025 – November 30, 2025 457,628 107.90 457,628 $ 130,521 December 1, 2025 – December 31, 2025 529,751 106.77 529,751 $ 73,961 Total 987,379 $ 107.29 987,379 (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 Class A common stock authorized under our previous share repurchase program.
The 2022 Share Repurchase Program was authorized to continue to offset annual dilution from stock-based compensation plans, as well as to opportunistically repurchase the Company’s Class A common stock. The 2022 Share Repurchase Program authorizes the purchase of up to $300.0 million of our Class A common stock at the Company’s discretion and has no termination date.
The 2022 Share Repurchase Program was authorized to continue to offset annual dilution from stock-based compensation plans, as well as to opportunistically repurchase Class A common stock. The 2022 Share Repurchase Program authorizes the purchase of up to $300.0 million of Class A common stock at the Company’s discretion and has no termination date.
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 .
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, 2020, and that all dividends were reinvested. Historical stock price performance should not be relied upon as an indication of future stock price performance .
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.
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 six 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 $0.12 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 $0.14 per share.
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.
During the three months ended December 31, 2025, the Company withheld 4,883 shares of Class A common stock in connection with such exercises and vesting of stock awards. 71 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.
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.
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 2025, Tradeweb Markets Inc. paid quarterly cash dividends of $0.12 per share, in an aggregate amount of $102.3 million, to the holders of Class A common stock and Class B 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.
Holders As of December 31, 2025, there are six 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 11 holders of record of our Class D common stock.
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.
Recent Sales of Unregistered Securities Not applicable. 70 Table of Contents 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.
Added
On February 5, 2026, our board of directors approved the 2026 Share Repurchase Program. See Part II, Item 7. – “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Factors Influencing Our Liquidity and Capital Resources – Share Repurchase Program” for additional information.

Item 7. Management's Discussion & Analysis

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

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Biggest changeOur total revenue by asset class for the years ended December 31, 2024 and 2023, and the resulting dollar and percentage changes, were as follows: Year Ended December 31, 2024 2023 $ Change % Change (dollars in thousands) Revenues Rates $ 904,938 $ 695,434 $ 209,504 30.1 % Credit 459,040 367,394 91,646 24.9 % Equities 104,184 95,295 8,889 9.3 % Money Markets 115,220 63,010 52,210 82.9 % Market Data 118,020 94,074 23,946 25.5 % Other 24,547 23,012 1,535 6.7 % Total revenue $ 1,725,949 $ 1,338,219 $ 387,730 29.0 % Our variable and fixed revenues by asset class for the years ended December 31, 2024 and 2023, and the resulting dollar and percentage changes, were as follows: Year Ended December 31, 2024 2023 $ Change % Change Variable Fixed Variable Fixed Variable Fixed Variable Fixed (dollars in thousands) Revenues Rates $ 660,438 $ 244,500 $ 462,132 $ 233,302 $ 198,306 $ 11,198 42.9 % 4.8 % Credit 423,708 35,332 338,981 28,413 84,727 6,919 25.0 % 24.4 % Equities 94,964 9,220 86,003 9,292 8,961 (72) 10.4 % (0.8) % Money Markets 98,216 17,004 45,830 17,180 52,386 (176) 114.3 % (1.0) % Market Data 457 117,563 268 93,806 189 23,757 70.5 % 25.3 % Other 981 23,566 — 23,012 981 554 N/M 2.4 % Total revenue $ 1,278,764 $ 447,185 $ 933,214 $ 405,005 $ 345,550 $ 42,180 37.0 % 10.4 % N/M = not meaningful The key drivers of the change in total revenue by asset class are summarized as follows: Rates.
Biggest changeAdditionally, there was a $38.4 million increase in subscription fees to $327.2 million for the year ended December 31, 2025 from $288.8 million for the year ended December 31, 2024, primarily due to certain market participants switching from fully variable pricing plans to pricing plans that include subscriptions, resulting in a shift of a portion of revenues from transaction fees and commissions to subscription fees. 80 Table of Contents Our total revenue by asset class for the years ended December 31, 2025 and 2024, and the resulting dollar and percentage changes, were as follows: Year Ended December 31, 2025 2024 $ Change % Change (dollars in thousands) Revenues Rates $ 1,093,529 $ 904,938 $ 188,591 20.8 % Credit 488,037 459,040 28,997 6.3 % Equities 127,024 104,184 22,840 21.9 % Money Markets 173,860 115,220 58,640 50.9 % Market Data 133,724 118,020 15,704 13.3 % Other 36,255 24,547 11,708 47.7 % Total revenue $ 2,052,429 $ 1,725,949 $ 326,480 18.9 % Our variable and fixed revenues by asset class for the years ended December 31, 2025 and 2024, and the resulting dollar and percentage changes, were as follows: Year Ended December 31, 2025 2024 $ Change % Change Variable Fixed Variable Fixed Variable Fixed Variable Fixed (dollars in thousands) Revenues Rates $ 813,244 $ 280,285 $ 660,438 $ 244,500 $ 152,806 $ 35,785 23.1 % 14.6 % Credit 425,317 62,720 423,708 35,332 1,609 27,388 0.4 % 77.5 % Equities 117,520 9,504 94,964 9,220 22,556 284 23.8 % 3.1 % Money Markets 156,224 17,636 98,216 17,004 58,008 632 59.1 % 3.7 % Market Data 415 133,309 457 117,563 (42) 15,746 (9.2) % 13.4 % Other 11,692 24,563 981 23,566 10,711 997 N/M 4.2 % Total revenue $ 1,524,412 $ 528,017 $ 1,278,764 $ 447,185 $ 245,648 $ 80,832 19.2 % 18.1 % N/M = not meaningful The key drivers of the change in total revenue by asset class are summarized as follows: Rates.
In our corporates client sector, we provide comprehensive investment technology and research solutions tailored to the needs of corporate treasury organizations globally. These solutions enable efficient trading of institutional money market funds and other short-term investments. We expanded into the corporate client sector through our acquisition of ICD on August 1, 2024.
In our corporates client sector, we provide comprehensive investment technology and research solutions tailored to the needs of corporate treasury organizations globally. These solutions enable efficient trading of institutional money market funds and other short-term investments. We expanded into the corporates client sector through our acquisition of ICD on August 1, 2024.
Other Income (Loss), Net Other income (loss), net consists of any income or loss earned from investments, any mark-to-market adjustments or impairments recorded on investments, unrealized and realized gain/loss on foreign exchange derivative contracts entered into for foreign exchange risk management purposes relating to investing activities and any other non-operating items.
Other Income (Loss), Net Other income (loss), net consists of any income or loss earned from investments, any mark-to-market adjustments or impairments recorded on investments, any unrealized and realized gain/loss on foreign exchange derivative contracts entered into for foreign exchange risk management purposes relating to investing activities and any other non-operating items.
Margin call requirements can vary significantly across periods based on daily market changes and may represent a significant and unpredictable use of our liquidity. At times, transactions executed on our wholesale platform fail to settle due to the inability of a transaction party to deliver or receive the transacted security.
Margin call requirements can vary significantly across periods based on daily market changes and may represent a significant and unpredictable use of our liquidity. At times, wholesale transactions executed on our platform fail to settle due to the inability of a transaction party to deliver or receive the transacted security.
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.
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.
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 platform, (v) our ability to hire and retain talent, (vi) our ability to pursue strategic acquisitions and alliances and (vii) our ability to maintain the security of our platform and solutions.
However, under certain circumstances regulation may increase demand for our platforms and solutions, and we believe we are well positioned to benefit from any potential increased electronification due to regulatory changes as market participants seek platforms that meet regulatory requirements and solutions that help them comply with their regulatory obligations.
However, under certain circumstances regulation may increase demand for our platform and solutions, and we believe we are well positioned to benefit from any potential increased electronification due to regulatory changes as market participants seek platforms that meet regulatory requirements and solutions that help them comply with their regulatory obligations.
See Part I, Item 1. – “Business – Regulation.” The existing legal framework that governs the financial markets is periodically reviewed and amended, resulting in enforcement of new laws and regulations that apply to our business.
See Part I, Item 1. – “Business – Regulation.” The existing legal framework that governs the financial markets is periodically reviewed and amended, typically resulting in enforcement of new laws and regulations that apply to our business.
The impact of any changes in the legal or regulatory landscape on us and our operations remains uncertain. Compliance with regulations may require us to dedicate additional financial and operational resources, which may adversely affect our profitability.
The impact of any changes in the legal or regulatory landscape on us and our operations generally remains uncertain . Compliance with regulations may require us to dedicate additional financial and operational resources, which may adversely affect our profitability.
Electronic trading continues to increase across the markets in which we operate as a result of market demand for greater transparency, higher execution quality, operational efficiency and lower costs, as well as regulatory changes.
Electronic trading continues to increase in the markets in which we operate as a result of market demand for greater transparency, higher execution quality, operational efficiency and lower costs, as well as regulatory changes.
Our institutional client sector serves institutional investors in over 85 countries around the globe and across over 30 currencies. We connect institutional investors with pools of liquidity using our flexible order and trading systems.
Our institutional client sector serves institutional investors in over 85 countries around the globe and across over 30 currencies. We connect institutional investors with deep pools of liquidity using our flexible order and trading systems.
Our most critical policies and estimates include business combinations, revenue recognition, stock-based compensation, current and deferred income taxes and the tax receivable agreement liability. With respect to critical accounting policies and estimates, even a relatively minor variance between actual and expected experience can potentially have a materially favorable or unfavorable impact on subsequent results of operations.
Our most critical policies and estimates include revenue recognition, stock-based compensation, current and deferred income taxes and the tax receivable agreement liability. With respect to critical accounting policies and estimates, even a relatively minor variance between actual and expected experience can potentially have a materially favorable or unfavorable impact on subsequent results of operations.
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.
During each of the years ended December 31, 2025, 2024 and 2023, 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.
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.
A comparison of our results of operations, cash flows and liquidity and capital resources for the years ended December 31, 2024 and December 31, 2023 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, 2024.
We plan to continue to focus on and invest in technology infrastructure initiatives and continually improve and expand our platforms and solutions to further enhance our market position. We experience cyber-threats and attempted security breaches. If these were successful, these cybersecurity incidents could impact revenue and operating income and increase costs.
We plan to continue to focus on and invest in technology infrastructure initiatives and continually improve and expand our platform and solutions to further enhance our market position. We experience cyber-threats and attempted security breaches. If these were successful, these cybersecurity incidents could impact revenue and operating income and increase costs.
We may also earn transaction fees and/or commissions from transactions executed on our trading platforms, including the basis point commissions earned on the monthly ADB of money market fund investments made through our ICD Portal and commission revenue from electronic and voice brokerage transacted on a riskless principal basis.
We may also earn transaction fees and/or commissions from transactions executed on our trading platform, including the basis point commissions earned on the monthly ADB of money market fund investments made through our ICD Portal and commission revenue from electronic and voice brokerage transacted on a riskless principal basis.
We believe we will continue to increase demand for our platforms and solutions and the volume of transactions on our platforms, and thereby enhance our client relationships, by responding to new trading and information requirements through utilizing technological advances and emerging industry standards and practices in an effective and efficient way.
We believe we will continue to increase demand for our platform and solutions and the volume of transactions on our platform, and thereby enhance our client relationships, by responding to new trading and information requirements through utilizing technological advances and emerging industry standards and practices in an effective and efficient way.
Information from these sources form the basis for making judgments about the carrying values of assets and liabilities that may not be readily apparent from other sources. Therefore, actual results could differ materially from those estimates. Management evaluates its accounting policies, estimates and judgments on an on-going basis.
Information from these sources forms the basis for making judgments about the carrying values of assets and liabilities that may not be readily apparent from other sources. Therefore, actual results could differ materially from those estimates. Management evaluates its accounting policies, estimates and judgments on an on-going basis.
If an event of default occurs, the lenders under the 2023 Revolving Credit Facility will be entitled to take various actions, including the acceleration of amounts due under the 2023 Revolving Credit Facility. As of December 31, 2024, we were in compliance with all the covenants set forth in the 2023 Revolving Credit Facility.
If an event of default occurs, the lenders under the 2023 Revolving Credit Facility will be entitled to take various actions, including the acceleration of amounts due under the 2023 Revolving Credit Facility. As of December 31, 2025, we were in compliance with all the covenants set forth in the 2023 Revolving Credit Facility.
On the one hand, this increases liquidity and electronification for all participants, but it also puts pressure on us to further invest in our technology and to innovate to ensure the continued growth of our network of clients and continued improvement of liquidity, electronic processing and pricing on our platforms.
On the one hand, this increases liquidity and electronification for all participants, but it also puts pressure on us to further invest in our technology and to innovate to ensure the continued growth of our network of clients and continued improvement of liquidity, electronic processing and pricing on our platform.
(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.
(4) Represents income recognized during the applicable period due to changes in the tax receivable agreement liability recorded in the consolidated statements of financial condition as a result of, as applicable, changes in the mix of earnings, tax legislation and tax rates in various jurisdictions which impacted our tax savings.
(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.
(6) Represents income recognized during the applicable period due to changes in the tax receivable agreement liability recorded in the consolidated statements of financial condition as a result of, as applicable, changes in the mix of earnings, tax legislation and tax rates in various jurisdictions which impacted our tax savings.
The Company is subject to CAMT, which has impacted the estimated period in which the payments will be made, as reflected in the payment schedule below. As of December 31, 2024, we had the following obligations expected to be paid pursuant to the Tax Receivable Agreement.
The Company is subject to CAMT, which has impacted the estimated period in which the payments will be made, as reflected in the payment schedule below. As of December 31, 2025, we had the following obligations expected to be paid pursuant to the Tax Receivable Agreement.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the sections titled “Introductory Note”, “Use of Non-GAAP Financial Measures” and our audited consolidated financial statements and related notes and other information included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the sections titled “Introductory Note,” “Use of Non-GAAP Financial Measures” and our audited consolidated financial statements and related notes and other information included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties.
Offering specialized trading venues and solutions through the development of new and enhanced platforms is essential to maintaining our level of competitiveness in the market and attracting new clients seeking platforms that provide advanced automation and better liquidity.
Offering specialized trading venues and solutions through the development of new and enhanced platform offerings is essential to maintaining our level of competitiveness in the market and attracting new clients seeking platforms that provide advanced automation and better liquidity.
Factors Influencing Our Liquidity and Capital Resources Dividend Policy Subject to legally available funds, we intend to pay quarterly cash dividends on our Class A common stock and Class B common stock equal to $0.12 per share.
Factors Influencing Our Liquidity and Capital Resources Dividend Policy Subject to legally available funds, we intend to pay quarterly cash dividends on our Class A common stock and Class B common stock equal to $0.14 per share.
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 platform and, as a result, our profitability.
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.
As of December 31, 2025, there were $0.5 million in letters of credit issued under the 2023 Revolving Credit Facility and no borrowings outstanding. As of December 31, 2025, we had availability of $499.5 million.
Financing Activities Net cash used in financing activities for the year ended December 31, 2024 was $290.3 million, and was primarily driven by $85.2 million in cash dividends to our Class A and Class B common stockholders, $77.0 million in payments made under our Tax Receivable Agreement, $59.1 million in share repurchases pursuant to our 2022 Share Repurchase Program, $41.3 million in payroll tax payments for options, PRSUs and RSUs, net of proceeds from stock-based compensation option exercises and $27.8 million in distributions to non-controlling interest holders.
Net cash used in financing activities for the year ended December 31, 2024 was $290.3 million, which consisted of $85.2 million in cash dividends to our Class A and Class B common stockholders, $77.0 million in payments made under our Tax Receivable Agreement, $59.1 million in share repurchases pursuant to our 2022 Share Repurchase Program, $41.3 million in payroll tax payments for options, PRSUs and RSUs, net of proceeds from stock-based compensation option exercises and $27.8 million in distributions to non-controlling interest holders.
Subject to the satisfaction of certain conditions, we will be able to increase the 2023 Revolving Credit Facility by $250.0 million with the consent of the lenders participating in the increase. Borrowings under the 2023 Revolving Credit Facility may be, at the option of the Company, in US Dollars, Euros or Sterling.
Subject to the satisfaction of certain conditions, we will be able to increase the 2023 Revolving Credit Facility by $250.0 million with the consent of the lenders participating in the increase. Borrowings under the 2023 Revolving Credit Facility may be, at the option of the Company, in U.S. dollars, Euros or Sterling.
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.
The following discussion includes a comparison of our results of operations, cash flows and liquidity and capital resources for the years ended December 31, 2025 and 2024, respectively.
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%.
Borrowings under the 2023 Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) a base rate equal to the greatest of (i) the administrative agent’s prime rate, (ii) the federal funds effective rate plus ½ of 1.00% and (iii) one month Term SOFR plus 1.00% plus a credit adjustment spread of 0.10%, in each case plus a margin based on the Company’s consolidated net leverage ratio ranging from 0.25% to 0.75%, or (b) a rate equal to (i) in the case of borrowings in U.S. dollars, Term SOFR plus a credit adjustment spread of 0.10%, subject to a 0.00% floor, (ii) in the case of borrowings in Sterling, SONIA subject to a 0.00% floor, and (iii) in the case of borrowings in Euros, EURIBOR, subject to a 0.00% floor, in each case plus a margin based on the Company’s consolidated net leverage ratio ranging from 1.25% to 1.75%.
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.
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.
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.
As of December 31, 2025 and 2024, we had cash and cash equivalents of approximately $2.1 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.
The 2023 Revolving Credit Facility is unsecured and as of December 31, 2024, obligations under the 2023 Revolving Credit Facility are not guaranteed by any of the Company’s subsidiaries.
The 2023 Revolving Credit Facility is unsecured and as of December 31, 2025, obligations under the 2023 Revolving Credit Facility are not guaranteed by any of the Company’s subsidiaries.
(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.
(7) Represents corporate income taxes at an assumed effective tax rate of 25.0%, 25.0% and 24.5%, applied to Adjusted Net Income before income taxes for the years ended December 31, 2025, 2024 and 2023, respectively.
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.
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.
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.
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.
We believe our deep client relationships, asset class breadth, geographic reach, regulatory knowledge and scalable technology position us to continue to be at the forefront of the evolution of electronic trading. Our platforms provide transparent, efficient, cost-effective and compliant trading solutions across multiple products, regions and regulatory regimes.
We believe our deep client relationships, asset class breadth, geographic reach, regulatory knowledge and scalable technology position us to continue to be at the forefront of the evolution of electronic trading. Our platform provides transparent, efficient, cost-effective and compliant trading solutions across multiple products, regions and regulatory regimes.
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.
We believe our proprietary technology and culture of collaborative innovation allow us to adapt our platform offerings to enter new markets, create new trading marketplaces 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.
Each of the normal recurring adjustments and other adjustments described in the definition of Adjusted Net Income helps to provide management with a measure of our operating performance over time by removing items that are not related to day-to-day operations or are non-cash expenses.
Each of the adjustments described in the definition of Adjusted Net Income helps to provide management with a measure of our operating performance over time by removing items that are not related to day-to-day operations or are non-cash expenses.
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.
Tax Receivable Agreement Liability Adjustment The tax receivable agreement liability adjustment was $9.8 million of income for the year ended December 31, 2025 compared to $7.7 million of income for the year ended December 31, 2024, 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.
Components of our Results of Operations Revenues Our revenue is derived primarily from transaction fees, commissions, subscription fees and market data fees. Transaction Fees and Commissions We earn transaction fees and/or commissions from transactions executed on our trading platforms on both a variable and fixed price basis, which vary by geographic region, product type and trade size.
Components of our Results of Operations Revenues Our revenue is derived primarily from transaction fees, commissions, subscription fees and market data fees. 76 Table of Contents Transaction Fees and Commissions We earn transaction fees and/or commissions from transactions executed on our trading platform on both a variable and fixed price basis, which vary by geographic region, product type and trade size.
Professional Fees Professional fees consist primarily of accounting, tax and legal fees and fees paid to technology and software consultants to maintain our trading platforms and infrastructure, as well as costs related to business acquisition transactions.
Professional Fees Professional fees consist primarily of accounting, tax and legal fees and fees paid to technology and software consultants to maintain our platform and infrastructure, as well as costs related to business acquisition transactions.
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.
The change was primarily driven by the change in fair value of our foreign currency forward contracts used in connection with our foreign currency risk management program, partially offset by an increase in foreign currency re-measurement gains on transactions in nonfunctional currencies.
Our clients trust the integrity of our markets and recognize the value they get by trading electronically: enhanced transparency, competitive pricing, efficient trade execution and regulatory compliance. In our wholesale client sector, we provide a broad range of electronic, voice and hybrid platforms to dealers and financial institutions trading on our electronic or hybrid markets with our Dealerweb platform.
Our clients trust the integrity of our markets and recognize the value they get by trading electronically: enhanced transparency, competitive pricing, efficient trade execution and regulatory compliance. In our wholesale client sector, we provide a broad range of fully electronic, voice and hybrid trading options to dealers and financial institutions trading on our platform.
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.
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 “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 5, 2026, the board of directors of Tradeweb Markets Inc. declared a cash dividend of $0.14 per share of Class A common stock and Class B common stock for the first quarter of 2026.
As market participants seek to trade across multiple asset classes, reduce their costs of trading and increase the effectiveness of their trading, 72 Table of Contents including through the use of data and analytics, we believe the demand for our platforms and electronic trading solutions will continue to grow.
As market participants seek to trade across multiple asset classes, reduce their costs of trading and increase the effectiveness of their trading, including through the use of data and analytics, we believe the demand for our platform and electronic trading solutions will continue to grow.
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.
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. 87 Table of Contents Indebtedness As of December 31, 2025 and 2024, we had no outstanding indebtedness.
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.
As of December 31, 2025 and 2024, each of our regulated subsidiaries had maintained sufficient net capital or financial resources to at least satisfy their minimum requirements, which in aggregate were $90.0 million and $83.0 million, respectively.
Operating Lease Obligations We currently have operating leases for corporate offices and data centers with initial lease terms ranging from one to 10 years. Our operating lease obligations are primarily related to rental payments under lease agreements for office space in the United States and the United Kingdom through March 2030.
Operating Lease Obligations We currently have operating leases for corporate offices and data centers with initial lease terms ranging from one to 16 years. Our operating lease obligations are primarily related to rental payments under lease agreements for office space in the United States and the United Kingdom through May 2041.
During the year ended December 31, 2024, this adjustment also includes $1.0 million of non-cash stock-based compensation expense and related payroll taxes associated with RSAs and RSUs issued to help retain key ICD employees during the integration of ICD.
During the years ended December 31, 2025 and 2024, this adjustment also includes $2.3 million and $1.0 million, respectively, of non-cash stock-based compensation expense and related payroll taxes associated with RSAs and RSUs issued to help retain key ICD employees during the integration of ICD.
During the year ended December 31, 2024, this adjustment also includes $1.0 million of non-cash stock-based compensation expense and related payroll taxes associated with RSAs and RSUs issued to help retain key ICD employees during the integration of ICD.
During the years ended December 31, 2025 and 2024, this adjustment also includes $2.3 million and $1.0 million, respectively, of non-cash stock-based compensation expense and related payroll taxes associated with RSAs and RSUs issued to help retain key ICD employees during the integration of ICD.
Current liabilities consist of securities sold under agreements to repurchase, payable to brokers and dealers and clearing organizations, accrued compensation, deferred revenue, payable and due to affiliates, accounts payable, accrued expenses and other liabilities, lease liabilities and tax receivable agreement liability.
Current liabilities consist of, as applicable, securities sold under agreements to repurchase, payable to brokers and dealers and clearing organizations, accrued compensation, deferred revenue, payable and due to related parties, accounts payable, accrued expenses and other liabilities, lease liabilities and tax receivable agreement liability.
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, 2025, total amounts due to Continuing LLC Owners under the Tax Receivable Agreement were $336.5 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.
For these awards, the financial performance of the Company will be determined based on the compound annual growth rate over a three-year performance period beginning on January 1 in the year of grant and the performance modifier can vary between 0% (minimum) and 250% (maximum) of the target (100%) award amount.
For PRSUs granted during 2025 and 2024, the financial performance of the Company will be determined based on the compound annual growth rate over a three-year performance period beginning on January 1 in the year of grant and the performance modifier can vary between 0% (minimum) and 250% (maximum) of the target (100%) award amount.
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.
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.
As a result, beginning with the second quarter of 2019, we became subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income of TWM LLC and are taxed at prevailing corporate tax rates.
Taxation In connection with the Reorganization Transactions, we became the sole manager of TWM LLC. As a result, beginning with the second quarter of 2019, we became subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income of TWM LLC and are taxed at prevailing corporate tax rates.
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.
The significant assumptions used in determining the grant date fair value of the award were a maturity of 2.8 years, annualized volatility of 25.04% and a risk-free interest rate of 3.95% . A change in any of the assumptions used to value these awards could materially affect stock-based compensation expense recorded in the current and future periods.
The addition of ICD to our network broadened our product suite, further diversified our client and revenue base and strengthened our position in the corporate treasury space, enabling us to provide a more comprehensive range of liquidity management tools and services. Our markets are large and growing.
The addition of ICD to our platform broadened our product suite, further diversified our client and revenue bases and strengthened our position in the corporate treasury space, enabling us to provide a more comprehensive range of liquidity management tools and services. 73 Table of Contents Our markets are large and growing.
Current assets consist of cash and cash equivalents, restricted cash, receivable from brokers and dealers and clearing organizations, deposits with clearing organizations, accounts receivable and receivable and due from affiliates.
Current assets consist of cash and cash equivalents, restricted cash, receivable from brokers and dealers and clearing organizations, deposits with clearing organizations, accounts receivable, receivable and due from related parties and other current assets.
(5) Represents intangible asset and acquired software amortization resulting from acquisitions and intangible asset amortization and increased tangible asset and capitalized software depreciation and amortization resulting from the application of pushdown accounting to the Refinitiv Transaction (where all assets were marked to fair value as of the closing date of the Refinitiv Transaction). 93 Table of Contents Year Ended December 31, 2024 2023 Basis Point Change Constant Currency Basis Point Change (1) Adjusted EBITDA margin 53.3 % 52.4 % +91 bps +80 bps Adjusted EBIT margin 49.7 % 48.1 % +154 bps +143 bps (1) The changes in Adjusted EBITDA margin and Adjusted EBIT margin, both on a constant currency basis, are non-GAAP financial measures, and are defined as the changes in Adjusted EBITDA margin and Adjusted EBIT margin excluding the effects of foreign currency fluctuations.
(5) Represents intangible asset and acquired software amortization resulting from acquisitions and intangible asset amortization and increased tangible asset and capitalized software depreciation and amortization resulting from the application of pushdown accounting to the Refinitiv Transaction (where all assets were marked to fair value as of the closing date of the Refinitiv Transaction). 94 Table of Contents Year Ended December 31, 2025 2024 Basis Point Change Constant Currency Basis Point Change (1) Adjusted EBITDA margin 54.0 % 53.3 % +64 bps +70 bps Adjusted EBIT margin 50.4 % 49.7 % +72 bps +75 bps (1) The changes in Adjusted EBITDA margin and Adjusted EBIT margin, both on a constant currency basis, are non-GAAP financial measures, and are defined as the changes in Adjusted EBITDA margin and Adjusted EBIT margin excluding the effects of foreign currency fluctuations.
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.
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.
(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.
(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. 95 Table of Contents The following table summarizes the calculation of Adjusted Diluted EPS for the years ended December 31, 2025, 2024 and 2023: Reconciliation of Diluted Weighted Average Shares Outstanding to Adjusted Diluted Weighted Average Shares Outstanding and Adjusted Diluted EPS Year Ended December 31, 2025 2024 2023 Diluted weighted average shares of Class A and Class B common stock outstanding 214,898,240 214,924,763 212,668,808 Weighted average of other participating securities (1) 167,018 165,565 270,249 Assumed exchange of LLC Interests for shares of Class A or Class B common stock (2) 23,063,110 23,076,373 23,902,379 Adjusted diluted weighted average shares outstanding 238,128,368 238,166,701 236,841,436 Adjusted Net Income (in thousands) $ 825,342 $ 695,151 $ 535,515 Adjusted Diluted EPS $ 3.47 $ 2.92 $ 2.26 (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 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.
During the year ended December 31, 2024, this adjustment also includes $2.7 million of non-cash accelerated stock-based compensation expense and related payroll taxes associated with our former President.
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.
During the year ended December 31, 2024, this adjustment also includes $2.7 million of non-cash accelerated stock-based compensation expense and related payroll taxes associated with our former President.
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.
Cash Distributions On February 5, 2026, Tradeweb Markets Inc., as the sole manager, approved a distribution by TWM LLC to its equityholders, including Tradeweb Markets Inc., in an aggregate amount of $78.1 million, as adjusted by required state and local tax withholdings that will be determined prior to the record date of March 2, 2026, payable on March 12, 2026.
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.
Income Taxes Income tax expense increased by $69.0 million or 37.4% to $253.5 million for the year ended December 31, 2025 from $184.4 million for the year ended December 31, 2024. The provision for income taxes includes U.S. federal, state, local, and foreign taxes.
The table set forth below presents a reconciliation of net income attributable to Tradeweb Markets Inc. and net income, as applicable, to Adjusted Net Income and Adjusted Diluted EPS for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, 2024 2023 2022 (dollars in thousands, except per share amounts) Earnings per diluted share $ 2.33 $ 1.71 $ 1.48 Net income attributable to Tradeweb Markets Inc. $ 501,507 $ 364,866 $ 309,338 Net income attributable to non-controlling interests (1) 68,456 54,637 50,275 Net income 569,963 419,503 359,613 Provision for income taxes 184,439 128,477 77,520 Merger and acquisition transaction and integration costs (2) 22,823 8,042 1,069 D&A related to acquisitions and the Refinitiv Transaction (3) 156,489 127,731 126,659 Stock-based compensation expense (4) 6,096 2,947 20,409 Foreign exchange (gains) / losses (5) (6,326) (47) 4,409 Tax receivable agreement liability adjustment (6) (7,730) 9,517 (13,653) Other (income) loss, net 1,114 13,122 1,000 Adjusted Net Income before income taxes 926,868 709,292 577,026 Adjusted income taxes (7) (231,717) (173,777) (126,946) Adjusted Net Income $ 695,151 $ 535,515 $ 450,080 Adjusted Diluted EPS (8) $ 2.92 $ 2.26 $ 1.90 (1) Represents the reallocation of net income attributable to non-controlling interests from the assumed exchange of all outstanding LLC Interests held by non-controlling interests for shares of Class A or Class B common stock.
The table set forth below presents a reconciliation of net income attributable to Tradeweb Markets Inc. and net income, as applicable, to Adjusted Net Income and Adjusted Diluted EPS for the years ended December 31, 2025, 2024 and 2023: Year Ended December 31, 2025 2024 2023 (dollars in thousands, except per share amounts) Earnings per diluted share $ 3.78 $ 2.33 $ 1.71 Net income attributable to Tradeweb Markets Inc. $ 812,792 $ 501,507 $ 364,866 Net income attributable to non-controlling interests (1) 108,708 68,456 54,637 Net income 921,500 569,963 419,503 Provision for income taxes 253,474 184,439 128,477 Merger and acquisition transaction and integration costs (2) 6,891 22,823 8,042 D&A related to acquisitions and the Refinitiv Transaction (3) 176,322 156,489 127,731 Stock-based compensation expense (4) 2,327 6,096 2,947 Foreign exchange (gains) / losses (5) 13,112 (6,326) (47) Tax receivable agreement liability adjustment (6) (9,786) (7,730) 9,517 Other (income) loss, net (263,384) 1,114 13,122 Adjusted Net Income before income taxes 1,100,456 926,868 709,292 Adjusted income taxes (7) (275,114) (231,717) (173,777) Adjusted Net Income $ 825,342 $ 695,151 $ 535,515 Adjusted Diluted EPS (8) $ 3.47 $ 2.92 $ 2.26 (1) Represents the reallocation of net income attributable to non-controlling interests from the assumed exchange of all outstanding LLC Interests held by non-controlling interests for shares of Class A or Class B common stock.
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.
During 2025, Tradeweb Markets Inc. paid quarterly cash dividends of $0.12 per share to holders of Class A common stock and Class B common stock in an aggregate amount totaling $102.3 million.
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.
The effective tax rate for the year ended December 31, 2025 was approximately 21.6%, compared with 24.4% for the year ended December 31, 2024.
We use constant currency change as a supplemental metric to evaluate our underlying total revenue performance between periods by removing the impact of foreign currency fluctuations.
We use constant currency change as a supplemental metric to evaluate our underlying total revenue performance between periods by removing the impact of foreign currency fluctuations. We believe that providing constant currency change provides a useful comparison of our total revenue performance and trends between periods.
Today, Dealerweb actively competes across a range of rates, credit, money markets, derivatives and equity markets. In our retail client sector, we provide advanced trading solutions for financial advisory firms and traders with our Tradeweb Direct platform.
Today, we actively compete in wholesale trading across a range of rates, credit, money markets, derivatives and equity markets. In our retail client sector, our platform provides advanced trading solutions for financial advisory firms and traders.
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 Tradeweb platform includes marketplaces that facilitate trading global products across a range of asset classes, including rates, credit, equities and money markets. We are a global company serving clients through offices in North America, South America, Europe, Australia, Asia and the Middle East.
Revenues from our money markets asset class increased by $52.2 million or 82.9% to $115.2 million for the year ended December 31, 2024 compared to $63.0 million for the year ended December 31, 2023 primarily due to the August 1, 2024 acquisition of ICD and the associated basis point commissions earned on the ADB of client money market fund investments made through the ICD Portal, as well as higher variable transaction fees and commissions on higher trading volumes for repurchase agreements.
Revenues from our money markets asset class increased by $58.6 million or 50.9% to $173.9 million for the year ended December 31, 2025 compared to $115.2 million for the year ended December 31, 2024 primarily due to a full year of basis point commissions earned on the ADB of client money market fund investments made through the ICD Portal during the year ended December 31, 2025 compared to five months during the year ended December 31, 2024 for the period subsequent to the August 1, 2024 acquisition, as well as higher variable transaction fees and commissions on higher trading volumes for repurchase agreements.
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.
Adjusted EBITDA margin and Adjusted EBIT margin are defined as Adjusted EBITDA and Adjusted EBIT, respectively, divided by revenue for the applicable period. 92 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.
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.
Factors that may impact market activity in 2026 include, among other things, evolving monetary policies of central banks, economic, political and social conditions, global geopolitical tensions, legislative, regulatory or government policy changes, including the recent and potential future changes in tariffs, international trade agreements or trade policies and other potential material changes to prior laws, rules and regulations, guidance and enforcement stances and concerns with respect to the banking industry, including as a result of any bank failures.
Payments due by period Total Less than 1 year 1 to 3 years 3 to 5 years More than 5 years (dollars in thousands) Tax receivable agreement liability $ 372,839 $ 3,981 $ 99,245 $ 94,596 $ 175,017 In addition to these amounts above, our tax receivable agreement liability and future payments thereunder are expected to increase as we realize (or are deemed to realize) an increase in tax basis of TWM LLC’s assets resulting from any future purchases, redemptions or exchanges of LLC Interests from Continuing LLC Owners.
Payments due by period Total Less than 1 year 1 to 3 years 3 to 5 years More than 5 years (dollars in thousands) Tax receivable agreement liability $ 336,519 $ 36,290 $ 61,480 $ 96,143 $ 142,606 In addition to these amounts above, our tax receivable agreement liability and future payments thereunder are expected to increase as we realize (or are deemed to realize) an increase in tax basis of TWM LLC’s assets resulting from any future purchases, redemptions or exchanges of LLC Interests from Continuing LLC Owners.
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.
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, 2025, 2024 and 2023.
In addition to excluding items that are non-recurring or may not be indicative of our ongoing operating performance, by assuming the full exchange of all outstanding LLC Interests held by non-controlling interests, we believe that Adjusted Net Income and Adjusted Diluted EPS for Tradeweb Markets Inc. facilitate comparisons with other companies that have different organizational and tax structures, as well as comparisons period over period, because it eliminates the effect of any changes in net income attributable to Tradeweb Markets Inc. driven by increases in our ownership of TWM LLC, which are unrelated to our operating performance.
In addition to excluding items that are non-recurring or may not be indicative of our ongoing operating performance, by assuming the full exchange of all outstanding LLC Interests held by non-controlling interests, we believe that Adjusted Net Income and Adjusted Diluted EPS for Tradeweb Markets Inc. facilitate comparisons with other companies that have different organizational and tax structures, as well as comparisons period over period, because it eliminates the effect of any changes in net income attributable to Tradeweb Markets Inc. driven by increases in our ownership of TWM LLC, which are unrelated to our operating performance. 93 Table of Contents Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted Net Income and Adjusted Diluted EPS have limitations as analytical tools, and you should not consider these non-GAAP financial measures in isolation or as alternatives to net income attributable to Tradeweb Markets Inc., net income, net income margin, operating income, gross margin, earnings per share or any other financial measure derived in accordance with GAAP.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeForeign 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.
Biggest changeThe 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, 2025, 2024 and 2023: Year Ended December 31, 2025 2024 2023 % of revenue denominated in foreign currencies (1) 30% 29% 28% % of operating expenses denominated in foreign currencies (2) 16% 16% 16% (1) Revenue in foreign currencies is primarily denominated in euros.
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.
As of December 31, 2025 and 2024 , 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.
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.
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 gain of $3.9 million, a loss of $4.5 million and a loss of $1.6 million for the years ended December 31, 2025, 2024 and 2023, respectively.
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.
The following table shows the average foreign currency exchange rates to the U.S. dollar for the years ended December 31, 2025, 2024 and 2023: Year Ended December 31, 2025 2024 2023 Euros $ 1.13 $ 1.08 $ 1.08 British pound sterling $ 1.32 $ 1.28 $ 1.24 99 Table of Contents 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, 2025, 2024 and 2023: Year Ended Impact of Foreign Currency Rate Fluctuations (dollars in thousands) December 31, 2025 2024 2023 Increase (decrease) in revenue $ 22,900 $ (1,400) $ 6,300 Increase (decrease) in operating income $ 18,200 $ (4,300) $ 6,100 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, 2025, 2024 and 2023: Year Ended Hypothetical 10% Change in Value of U.S.
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.
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.
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, 2025 and 2024, the allowance for credit losses with regard to these receivables totaled $0.6 million and $0.4 million, respectively. 100 Table of Contents In the normal course of our business we, as an agent, execute transactions with, and on behalf of, other brokers and dealers.
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.
Dollar (dollars in thousands) December 31, 2025 2024 2023 All currencies Effect of 10% change on revenue +/- $ 69,600 +/- $ 55,800 +/- $ 41,800 Effect of 10% change on operating income +/- $ 48,100 +/- $ 36,600 +/- $ 27,000 Euros Effect of 10% change on revenue +/- $ 60,900 +/- $ 48,500 +/- $ 37,500 Effect of 10% change on operating income +/- $ 59,200 +/- $ 46,900 +/- $ 35,600 British pound sterling Effect of 10% change on revenue +/- $ 3,300 +/- $ 2,900 +/- $ 1,700 Effect of 10% change on operating income +/- $ 12,300 +/- $ 10,800 +/- $ 8,700 We have derivative risk relating to our foreign exchange derivative contracts.
By using derivative instruments to hedge exposures to foreign currency fluctuations, we are exposed to credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us.
Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us.
The counterparties’ creditworthiness is then monitored on an ongoing basis, and credit levels are reviewed to ensure that there is not an inappropriate concentration of credit outstanding to any particular counterparty.
Counterparties are evaluated for creditworthiness and risk assessment prior to our initiating contract activities. The counterparties’ creditworthiness is then monitored on an ongoing basis, and credit levels are reviewed to ensure that there is not an inappropriate concentration of credit outstanding to any particular counterparty. 101 Table of Contents
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.
As of December 31, 2025 and 2024, the notional amount of our foreign currency forward contracts was $339.8 million and $238.2 million , respectively.
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.
Under the arrangement between the Company and the clearing broker, the Company is responsible for losses that may result from the clearing broker’s rejection, reversal or cancellation of a transaction.
Removed
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Added
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.
Removed
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
Added
Realized and unrealized gains on foreign currency forward contracts totaled a loss of $21.0 million, a gain of $15.0 million and a gain of $0.8 million for the years ended December 31, 2025, 2024 and 2023, respectively. By using derivative instruments to hedge exposures to foreign currency fluctuations, we are exposed to credit risk.
Added
If there are temporary errors or delays in the processing or settlement of transactions, the clearing broker may require, usually with two business days notice, that the Company provide cash deposits until the errors are resolved. We also have credit risk relating to our investments in a digital asset loan receivable and available-for-sale debt securities.
Added
As of December 31, 2025, the Company maintained an allowance for credit loss with regards to its digital asset loan receivable totaling $0.2 million. There was no allowance for credit losses recorded on available-for-sale debt securities as of December 31, 2025 and 2024. Our policy is to monitor our market exposure and counterparty risk.

Other TW 10-K year-over-year comparisons