What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-02-09 compared with 2023-02-24 · 146 added, 102 removed, 568 unchanged (30% of the section changed)

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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 65 countries with offices in North America, Europe and Asia.

We are a global company serving clients in over 70 countries with offices in North America, Europe, Asia, Australia and the Middle East.

We believe our proprietary technology and culture of collaborative innovation allow us to adapt our offerings to enter new markets, create new platforms and solutions and adjust to regulations quickly and efficiently.

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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.

We have a powerful network of approximately 2,500 clients across the institutional, wholesale and retail client sectors.

We have a powerful network of more than 2,500 clients across the institutional, wholesale and retail client sectors.

Our clients include leading global asset managers, hedge funds, insurance companies, central banks, banks and dealers, proprietary trading firms and retail brokerage and financial advisory firms, as well as regional dealers.

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We expanded to Asia in 2004, where our first local product was Japanese government bonds.

We have since continued to expand our product and client base in Europe and Asia.

We identified an opportunity to expand our offerings to the wholesale and retail client sectors based on our existing relationships with dealers and our strong market position.

We have since continued to expand our product and client base in Europe, Asia and most recently in Australia, Africa, South America and the Middle East.

We identified an opportunity to complement our offerings to the wholesale and retail client sectors based on our existing relationships with dealers and our strong market position.

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 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.

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Treasury market.

In addition, 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 August 2023, we acquired Tradeweb Australia Pty Ltd (formerly Yieldbroker Pty Limited) (“Yieldbroker”), a leading Australian trading platform for Australian and New Zealand government bonds and interest rate derivatives covering the institutional and wholesale client sectors.

This acquisition combines Australia and New Zealand’s highly attractive, fast-growing markets with Tradeweb’s international reach and scale.

In January 2024, we acquired R8FIN Holdings LP (together with its subsidiaries, “r8fin”), a technology provider that specializes in algorithmic-based execution for U.S.

Treasuries and interest rate futures that complement our other offerings, creating a valuable and broad-based approach to trading.

Throughout our evolution we have developed many new innovations that have provided greater pre-trade price transparency, better execution quality and seamless post-trade solutions.

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Treasuries, U.S.

High-Grade credit, TBA MBS, European government bonds, global interest rate swaps, ETP-traded Yen-denominated interest rate swaps and European ETFs.

High-Grade credit, TBA MBS, European government bonds, global interest rate swaps, ETP-traded Yen-denominated interest rate swaps and European exchange traded funds (“ETFs”).

We cover all major client sectors participating in electronic trading, including the institutional, wholesale and retail client sectors.

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Many of our markets are interwoven and we provide participants trading capabilities across multiple products through a single relationship.

We cover our global clients through offices in North America, Europe and Asia and a global trading network that is distributed throughout the world.

We cover our global clients through offices in North America, Europe, Asia, Australia and the Middle East and a global trading network that is distributed throughout the world.

Culture of Collaborative Innovation

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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 2024 acquisition of the r8fin technology will help us reach a new and differentiated level of intelligent execution through a powerful combination of algorithmic technology and cross-market connectivity.

We believe pairing r8fin’s sophisticated technology with our global network will open up a range of new possibilities for clients engaged in relative value or macro trades spanning multiple asset classes.

Going forward, we expect our technology platform, and ongoing investments in technology and new product offerings, to help us stay at the forefront of the evolution of electronic trading.

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Treasury data.

We will seek to further monetize our data over time both through potential expansion of our existing market data license agreement with Refinitiv and through distributing additional datasets and analytics offerings through our own network or through other third-party networks.

With markets becoming more electronic, clients increasingly turn to our composite data for its transparency and to help improve execution, further increasing the value proposition of our data.

For example, in October 2023, we signed an amended and restated two-year market data license agreement with an affiliate of LSEG (formerly referred to as Refinitiv), pursuant to which LSEG will continue to distribute certain of our data directly to LSEG customers through its flagship financial platforms, LSEG Workspace, Datascope, LSEG Pricing Service and Tick History.

The 2023 agreement, which was effective on November 1, 2023, replaced an existing agreement that was initiated in 2010 and most recently renewed in 2018, and provides us with increased revenue and flexibility in growing our market data offering.

We will seek to further monetize our data over time both through potential expansion of our existing market data license agreement with LSEG and through distributing additional datasets, derived data and analytics offerings through our own network or through other third-party networks.

For example, in October 2023, we also announced a strategic partnership with FTSE Russell which will seek to develop the next generation of fixed income pricing and index trading products.

Fixed income closing prices will be administered as benchmarks by FTSE Russell and be derived from trading activity on our platform.

The partnership aims to extend pricing coverage to most constituents featured in the FTSE Fixed Income Index universes and explore incorporating new Tradeweb pricing sets into FTSE Fixed Income Indices.

We are also continuously developing new offerings and solutions to meet the changing needs of our clients.

For example, in 2022 we launched Automated Intelligent Pricing (“Ai-Price”), an innovative bond pricing engine that applies data science to help make markets more efficient and delivers reliable reference pricing for U.S.

For example, in 2023, we launched a new market data service to calculate real-time indicative net asset values (“iNAVs”) for ETFs.

Our breadth of product coverage, depth of price contributions and timeliness of quotes help position Tradeweb iNAVs to become the market’s preferred solution for intraday ETF evaluation, which could ultimately boost trading confidence in the ETF market.

Our offerings also include Automated Intelligent Pricing (“Ai-Price”), an innovative bond pricing engine that applies data science to help make markets more efficient and delivers reliable reference pricing for U.S.

corporate and municipal bonds, regardless of how frequently a bond trades.

Clients now leverage the service to power their AiEX auto-trading, portfolio trading, and Transaction Cost Analysis (“TCA”).

Clients leverage the service to power their AiEX auto-trading, portfolio trading, and Transaction Cost Analysis (“TCA”).

Experienced Management Team

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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.

Billy Hult, who has been at the Company for 20 years and took over as our Chief Executive Officer effective January 1, 2023 and new executives, including Mr.

Thomas Pluta, who became our next President effective as of January 1, 2023.

Billy Hult, who has been at the Company for over 20 years and took over as our Chief Executive Officer effective January 1, 2023 and new executives, including Mr.

Thomas Pluta, who became our President effective as of January 1, 2023.

Management has fostered a culture of collaborative innovation with our clients, which combined with management’s focus and experience, has been an important contributor to our success.

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In addition, the government bond market is foundational to and correlative to virtually every asset class in the cash and derivatives fixed income markets.

Select products that we believe have a high growth potential due to current market trends include global government bonds, interest rate derivatives, ETFs, repurchase agreements and credit cash products.

Select products that we believe have a high growth potential due to current market trends include global government bonds, global interest rate swaps, ETFs and credit cash products.

Growth in Our Market Share

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We are well positioned to continue to innovate and provide better electronic markets and solutions that satisfy the needs of our clients and that meet changing market demands and evolving regulatory standards.

We believe that U.S.

treasuries, global interest rate swaps, global ETFs, in particular, institutional block ETFs, U.S.

credit products, including corporate high grade and high yield bonds, emerging markets and retail products overall, are key drivers of our potential growth.

We believe that global government bonds, global interest rate swaps, global ETFs, in particular, institutional block ETFs, cash credit products, including corporate high grade and high yield bonds and emerging markets are key drivers of our potential growth.

Our penetration of these markets, and their level of electronification, are at various stages.

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During 2021, we completed our first Southbound BondConnect transactions for various bonds tradable in the Hong Kong bond market, offering onshore investors enhanced access to oversees liquidity, pre-trade transparency and innovative trading protocols.

During 2023, we announced that institutional clients executing Japanese Yen swaps on our multilateral trading facilities and swap execution facilities would now be able to clear their transactions via the Japan Securities Clearing Corporation (“JSCC”), providing more connectivity, flexibility and choice in Yen swap trading.

Also in 2023, we participated in the development of and added the ability for our clients to have direct trading access on our platform to Swap Connect, the world’s first derivatives market access scheme, where offshore investors can trade and central counterparty clear onshore Chinese Yuan Renminbi interest rate swaps without changing their existing trading and settlement practices.

The interest rate swap trades are cleared through Hong Kong Exchange OTC Clear under Hong Kong’s internationally-familiar legal framework.

We continue to focus on these initiatives and on expanding opportunities with clients in the Asia region more broadly.

In addition, we have expanded our product set to include wholesale electronic repurchase agreements, as well as U.S.

We have also expanded our product set to include wholesale electronic repurchase agreements, as well as U.S.

and European bilateral repurchase agreements, European cash equities and U.S.

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We also intend to leverage innovation and technology capabilities to develop new solutions that help our clients trade more effectively and efficiently.

For example, our swap compression functionality allows clients to reduce their swap positions at the clearinghouse, resulting in significant cost savings.

For example, in 2023, we launched a new and innovative solution to help institutional investors trade EM bonds more efficiently, developed in collaboration with FXall, LSEG’s leading electronic platform for global currency products.

This new FX swap workflow solution allows mutual clients of Tradeweb and FXall to buy or sell an EM bond via the request-for-quote or request-for-market protocols on Tradeweb and then seamlessly hedge the local currency risk by executing an FX swap trade via direct connection to FXall.

In addition, our swap compression functionality allows clients to reduce their swap positions at the clearinghouse, resulting in significant cost savings.

On our institutional U.S.

credit platform, our portfolio trading solution allows clients to obtain competitive prices on a full basket of securities and trade on net present value from dealers.

In addition, multi-asset package (MAP) trading allows clients to simultaneously execute interest rate swaps, inflations swaps and government bonds in a single electronic package enabling clients to achieve more competitive pricing, reduce manual booking errors and increase execution speed.

Our multi-asset package (MAP) trading allows clients to simultaneously execute interest rate swaps, inflations swaps and government bonds in a single electronic package enabling clients to achieve more competitive pricing, reduce manual booking errors and increase execution speed.

Net spotting, which links our institutional U.S.

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corporate bonds and Off-the-Run U.S.

Treasuries and with our 2023 acquisition of Yieldbroker, we are well-positioned to seamlessly connect markets in Australia and New Zealand with our global network of clients and dealers.

We have significant scale and breadth across our platforms, which position us well to take advantage of favorable market dynamics when introducing new products or solutions or entering into new markets.

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Our technology architecture reduces the time to market for new data solutions, which allows us to react quickly to client needs.

In November 2018, we extended our long-term agreement with Refinitiv, pursuant to which Refinitiv licenses certain data from us, which provides us with a predictable and growing revenue stream.

In addition, we will continue to selectively pursue new strategic partnerships to expand our data and analytics offering over time.

We also have a roster of closing prices partnering with the Financial Times Stock Exchange Group (“FTSE”) for UK Gilts and Intercontinental Exchange (“ICE”) for U.S.

Effective in November 2023, we entered an amended and restated, two-year agreement with an affiliate of LSEG (formerly referred to as Refinitiv), extending our long-term relationship where LSEG licenses certain data from us, which provides us with a predictable and growing revenue stream.

We also have a roster of closing prices partnering with the FTSE Russell for UK Gilts and European government bonds and Intercontinental Exchange (“ICE”) for U.S.

Treasuries in response to the growing demand for trusted reference price data that enables firms to manage investment portfolios, evaluate the fair value of securities, perform compliance monitoring and satisfy general accounting standards.

In October 2023, we also announced a strategic partnership with FTSE Russell to develop the next generation of fixed income pricing and index trading products.

The collaboration is focused on expanding benchmark pricing, broadening index inclusion and enhancing trading functionality across fixed income products.

We will continue to selectively pursue new strategic partnerships to expand our data and analytics offering over time.

Pursue Strategic Acquisitions and Alliances

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We intend to continue to selectively consider opportunities to grow through strategic alliances and acquisitions.

For example, in November 2022, we entered into a multi-year partnership with BlackRock with the goal to integrate our credit trading solutions and data into BlackRock’s Aladdin order execution management system and in June 2021, we acquired Nasdaq’s U.S.

fixed income electronic trading platform.

For example, in June 2021, we acquired Nasdaq’s U.S.

fixed income electronic trading platform and in November 2022, we entered into a multi-year partnership with BlackRock with the goal to integrate our credit trading solutions and data into BlackRock’s Aladdin order execution management system.

In August 2023, we acquired Yieldbroker, a leading Australian trading platform for Australian and New Zealand government bonds and interest rate derivatives and in January 2024, we acquired r8fin, a technology provider that specializes in algorithmic-based execution for U.S.

Treasuries and interest rate futures.

These and other opportunities should enhance our existing capabilities, allow us to leverage the scale of other parties and accelerate our ability to enter new markets or provide new solutions.

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Our Client Sectors

We have a powerful network of approximately 2,500 clients across the institutional, wholesale and retail client sectors.

We have a powerful network of more than 2,500 clients across the institutional, wholesale and retail client sectors.

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Institutional

Tradeweb Institutional offers dealer-to-client and all-to-all trading and related solutions to approximately 1,950 liquidity-taking clients.

Tradeweb Institutional offers dealer-to-client and all-to-all trading and related solutions to more than 1,950 liquidity-taking clients.

Our clients include leading asset managers, hedge funds, insurance companies, regional dealers and central banks/sovereign entities.

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We provide fully electronic, hybrid and voice trading for the wholesale community on our Dealerweb platform.

Our clients include approximately 300 dealers and financial institutions with more than 100 actively trading on our electronic and hybrid markets.

Our clients include more than 300 dealers and financial institutions with more than 190 actively trading on our electronic and hybrid markets.

Nearly all of our electronic and hybrid dealer clients also trade on the Tradeweb Institutional and Tradeweb Direct platforms.

Dealerweb’s leading markets include TBA MBS, global credit products, U.S.

Wholesale’s leading markets include TBA MBS, specified pools, other securitized products, global credit products, U.S.

Treasuries, repurchase agreements, U.S.

dollar-denominated swaps and U.S.

dollar-denominated swaps, U.S.

ETFs and U.S.

equity derivative products.

Our electronic trading protocols include directed streams, central limit orderbook and session-based trading.

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Our Geographies

We have a global footprint serving approximately 2,500 clients in over 65 countries across the Americas, EMEA (Europe, Middle East and Africa) and APAC (Asia Pacific) regions and with offices in North America, Europe and Asia.

• We serve approximately 1,500 clients in the Americas across North, Central and South America.

• We serve approximately 700 clients in EMEA across Europe, the Middle East and North Africa.

• We serve approximately 300 clients in APAC across Asia, the Pacific, Oceania and the Indian sub-continent.

We have a global footprint serving more than 2,500 clients in over 70 countries across the Americas, EMEA (Europe, Middle East and Africa) and APAC (Asia Pacific) regions and with offices in North America, Europe, Asia, Australia and the Middle East.

• We serve more than 1,500 clients in the Americas across North, Central and South America.

• We serve more than 700 clients in EMEA across Europe, the Middle East and North Africa.

• We serve more than 300 clients in APAC across Asia, the Pacific, Oceania and the Indian sub-continent.

In addition, we currently support trading across over 25 currencies globally.

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Our real-time market data services include major government bonds, corporate bonds, mortgage-backed securities, fixed income derivatives and money markets.

For example, data and analytics power our Automated Intelligent Price, or Ai-Price, functionality, which delivers benchmark pricing and insights for approximately 25,000 U.S.

For example, data and analytics power our Automated Intelligent Price, or Ai-Price, functionality, which delivers benchmark pricing and insights for over 26,000 U.S.

corporate bonds.

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Clients are also able to perform credit checks for cleared derivatives trading — either with limits on our system or through connectivity to the futures commission merchants.

In addition, we provide Refinitiv with certain real-time market data feeds for multiple fixed income and derivatives products under an exclusive license pursuant to which Refinitiv redistributes such market data to its customers on its Eikon platform and through direct feeds.

In addition, we provide LSEG with certain real-time market data feeds for multiple fixed income and derivatives products under a license pursuant to which LSEG distributes such market data to its customers on its platforms and through direct feeds.

• Trade Execution :

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This functionality allows clients to submit up to 250 line items to liquidity providers for simultaneous list pricing, which they can execute, clear and report in one transaction, reducing both their risk and clearing costs.

The Tradeweb compression tool is flexible and versatile in design allowing clients to adapt the tool to their workflow and customize for granular swaps.

The Tradeweb compression tool is flexible and versatile in design allowing clients to adapt the tool to their workflow and customize for non-standard/bespoke swaps.

• Blast all-to-all.

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Our post-trade performance reports provide a summary of trading activity including detailed exception reports, price benchmarking and peer group comparisons.

In response to MiFID II, we also launched an APA reporting service to allow clients to meet post-trade transparency requirements for off-venue or OTC trading activity.

In partnership with FTSE Russell, we also provide U.S.

Treasury, UK Gilt and European government bond closing prices in a manner consistent with the International Organization of Securities Commissions (“IOSCO”) principles and United Kingdom (“UK”) and European Union (“EU”) Benchmark Regulation (“BMR”).

These reference prices can be used for asset valuation, trade at close and as reference rates in derivatives contracts.

To support MiFID II regulatory obligations, we operate an APA reporting service in the UK and EU to allow clients to meet post-trade transparency requirements for off-venue or OTC trading activity.

Our APA service provides regulatory pre-trade and post-trade reporting across multiple asset classes, including for products not offered by Tradeweb.

The APA service also provides venue reporting for clients for Refinitiv’s FX trading venues and Forte Securities.

The APA service also provides venue reporting for clients for LSEG’s FX trading venues.

Sales and Marketing

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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) and others in the rates and derivatives markets;

Bloomberg, Euronext (MTS), CME Group (NEX Group), BGC Partners (Fenics), MarketAxess (LiquidityEdge), GLMX and others in the rates and derivatives markets;

and Virtu (RFQ-hub) and Bloomberg in the equities and ETF markets.

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For example, ICE acquired BondPoint and TMC Bonds, retail-focused platforms, and Interactive Data Corporation (“IDC”), a provider of fixed income data, in an effort to expand its portfolio of fixed income products and services.

CME Group and Nasdaq also operate exchanges that compete with us.

CME Group and CBOE also operate exchanges that compete with us.

Exchanges also have data and analytics relationships with several market participants, which increasingly put their offerings in direct competition with Tradeweb.

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As larger, full service inter-dealer brokers have consolidated, numerous boutique firms and alternative electronic start-ups are attempting to capture select markets.

• EMS and OMS providers:

There are various providers of execution management services (“EMS”) and order management services (“OMS”) that have announced plans to offer aggregation of trading venue liquidity, as well as direct-to-dealer fully electronic trading solutions.

• Single-bank systems :

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• Strong business continuity and disaster recovery planning :

During 2022, we have continued to enhance our business continuity plans in place in the event of a significant business disruption or disaster recovery situation to ensure the resilience of critical systems required for normal operations and the safety of all employees.

We 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.

The plans cover a range of scenarios and adhere to industry standards and regulatory mandates as outlined by the Interagency Paper on Sound Practices to Strengthen the Resilience of the U.S.

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We also maintain redundant networks, hardware, data centers and alternate operational facilities to address interruptions.

We have eight datacenters across the United States, the United Kingdom (“UK”) and Japan.

We have ten datacenters across the United States, the UK , Japan and Austrialia.

Our data center infrastructure is designed to be resilient and responsive with built-in redundancies.

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We make architectural, design and implementation choices to structurally address security risks, such as logical and physical access controls, perimeter firewall protection and embedded security processes in our systems development lifecycle.

Our cyber security program is based on the National Institute of Standards and Technology Cyber Security Framework (the “Framework”).

The Framework consists of standards, guidelines and best practices to manage cybersecurity-related risks and promote the protection and resilience of critical infrastructure.

Our Global Chief Information Security Officer leads a qualified cyber security team in assessing, managing and reducing the relevant risks to assure critical operations and continuous delivery of service.

We constantly monitor connectivity, and our global operations team is alerted if there are any suspect events.

Our cyber security program is based on a combination of ISO/ICE 27001 principles, the National Institute of Standards and Technology Cybersecurity Framework and industry best practices.

Our Chief Information Security Officer leads a qualified cybersecurity team in assessing, managing and reducing material risks from cybersecurity threats to protect critical operations and delivery of service.

We continuously monitor connectivity, and our global operations team is alerted if there are any suspect events.

See Part I, Item 1C.

– “Cybersecurity – Governance” for further detail regarding our cybersecurity risk management, strategy and governance structure.

Intellectual Property

Like most companies that develop their technology in-house, we rely upon a combination of copyright, patent, trade secret and trademark laws, written agreements and common law to protect our proprietary technology, processes and other intellectual property.

Like most companies that develop technology in-house, we rely upon a combination of copyright, patent, trade secret and trademark laws, written agreements and common law to protect our proprietary technology, processes and other intellectual property.

To that end, we have patents or patents pending in the United States and other jurisdictions covering significant trading protocols and other aspects of our trading system technology.

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Examples of these written agreements include third-party non-disclosure agreements, employee non-disclosure and inventions assignment agreements, licensing agreements and restricted use agreements.

Many aspects of our business are subject to regulation in a number of jurisdictions, including the United States, the UK, the Netherlands, France, Germany, Japan, Hong Kong, Singapore and Australia.

Many aspects of our business are subject to regulation in a number of jurisdictions, including the United States, the UK, the Netherlands, France, Germany, Japan, Hong Kong, Singapore, Australia and the Dubai International Financial Centre (“DIFC”).

In these jurisdictions, government regulators and self-regulatory organizations oversee the conduct of our business, and have broad powers to promulgate and interpret laws, rules and regulations that may serve to restrict or limit our business.

As a matter of public policy, these regulators are tasked with ensuring the integrity of the financial and securities markets and protecting the interests of investors in those markets generally.

Rulemaking by regulators, including resulting market structure changes, has had an impact on our business by directly affecting our method of operation and, at times, our profitability.

Rulemaking by regulators, including resulting market structure changes, has had an impact on our business by directly affecting our method of operation and, at times, our profitability, as well as indirectly by imposing costs in the form of increased compliance, personnel, and technology needs in order to comply with relevant laws and regulations.

As registered trading platforms, broker-dealers, introducing brokers and other types of regulated entities as described below, certain of our subsidiaries are subject to laws, rules and regulations (including the rules of self-regulatory organizations) that cover all aspects of their business, including manner of operation, system integrity, anti-money laundering and financial crimes, handling of material non-public information, safeguarding data, capital requirements, reporting, record retention, market access, licensing of employees and the conduct of officers, employees and other associated persons.

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We also may be subject to vicarious and controlling person liability for the activities of our subsidiaries and our officers, employees and affiliated persons.

The CFTC is the federal agency primarily responsible for the administration of federal laws governing activities relating to futures, swaps and other derivatives including the adoption of rules applicable to SEFs.

The CFTC is the federal agency primarily responsible for the administration of federal laws governing activities relating to futures, swaps and other derivatives (but excluding security-based swaps) including the adoption of rules applicable to SEFs.

Our SEFs are subject to regulations that relate to trading and product requirements, governance and disciplinary requirements, operational capabilities, surveillance obligations and financial information and resource requirements, including the requirement that they maintain sufficient financial resources to cover operating costs for at least one year.

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Title VII also requires the registration and regulation of certain market participants, including SEFs, and requires SEFs to maintain robust front-end and back-office information technology capabilities.

The SEC proposed a number of rules relating to the registration and regulation of security-based swap execution facilities (“SBSEFs”), most recently on April 6, 2022.

While we cannot yet predict the ultimate effect these rules will have on our business, we expect that certain of our subsidiaries may be required to register as SBSEFs if and when the SEC finalizes these rules.

The SEC is charged with regulations for “security-based swaps” (i.e., swaps based on certain types of securities or loans).

In late 2023, the SEC adopted registration requirements for entities that act as security-based swap execution facilities (“SBSEFs”).

We expect that one or more of our subsidiaries will register in this capacity with the SEC and, as such, will become subject to further new extensive regulation at an entity level as well as new requirements specifically applicable to the business as it relates to security-based swaps.

We anticipate that implementation of these requirements will be substantially similar to requirements implemented as a result of operating as a CFTC-registered SEF, but the implementation will likely result in new challenges and oversight risk.

The regulatory environment in the U.S.

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While it is still largely unknown at this time to what extent new legislation will be passed into law or whether pending or new regulatory proposals will be adopted or modified, or what effect such passage, adoption or modification will have, whether positive or negative, on our industry, our clients or us, both the SEC and the CFTC have issued a number of regulatory proposals and we may continue to see the same level of activity by these two regulators in the future.

For example, in August 2022, the CFTC issued a final rule modifying the swap clearing requirement in support of the transition from LIBOR and other Interbank Offered Rates to Alternative Reference Rates and Tradeweb SEF LLC filed and received approval on July 7, 2023 to include certain swaps referencing risk-free rates as designated made available to trade products.

Additionally, the SEC has recently conducted a review of the regulatory framework for fixed-income electronic trading platforms for the purpose of evaluating the potential regulatory gaps that may exist among such platforms, including ours, with respect to access to markets, system integrity, surveillance, and transparency, among other things.

In January 2022, as a result of this review, the SEC proposed rules that will expand Regulation ATS and Regulation SCI to alternative trading systems (ATS) that trade government securities and amend the SEC rule regarding the definition of an “exchange” to include Communication Protocol Systems, such as our RFQ protocols.

In connection with these proposed rules, we expect that we will have to operate additional trading protocols in compliance with Regulation ATS.

In recent years, the SEC proposed rules that would expand Regulation ATS and Regulation SCI to capture alternative trading systems (“ATS”) that trade government securities and amend the SEC rule regarding the definition of an “exchange” to include Communication Protocol Systems, such as our RFQ protocols.

In April 2023, the SEC proposed separate, specific rules that would update the requirements of Regulation SCI and expand the number and types of entities that must comply with Regulation SCI.

In connection with these proposed rules, we expect that we will have to operate additional trading protocols in compliance with Regulation ATS and Regulation SCI.

It is unknown at this time to what extent new legislation will be passed into law or whether pending or new regulatory proposals will be adopted or modified, or what effect such passage, adoption or modification will have, whether positive or negative, on our industry, our clients or us.

The SEC also adopted final rules on December 13, 2023 regarding central clearing of certain secondary market repurchase and reverse repurchase transactions and secondary market purchase and sale transactions involving U.S.

Treasury securities.

Although the final rule was more limited in scope than the initial rule proposal, this central clearing mandate will impact certain market participants who do not clear today, and some have expressed concerns about the potential impact of additional clearing costs that may impact liquidity.

While we expect this change will increase our own platform efficiency and potentially create greater electronification of trading, it is still unknown at this time the full impact of this change, and what effect it will have, whether positive or negative, on our industry, our clients or us.

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 FCA’s strategic objective is to ensure that the UK’s markets function well and its operational objectives are to protect consumers, to protect and enhance the integrity of the UK financial system and to promote effective competition in the interests of consumers.

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based clients outside the United States and is subject to local regulations.

In particular, the European Union (“EU”) has enhanced the existing laws and developed new rules and regulations targeted at the financial services industry, including MiFID II and Markets in Financial Instruments Regulation (“MiFIR”), which were implemented in January 2018 and which introduced significant changes to the EU financial markets designed to facilitate more efficient markets and greater transparency for participants.

Among other aspects of the regulations, MiFID II and MiFIR:

(i) require a significant part of the market in certain derivative instruments to trade on regulated trading venues that are subject to transparency regimes, (ii) enhance pre- and post-trade transparency for instruments within the scope of the requirements that have been calibrated for different types of instruments and types of trading, (iii) enhance the transparency of fee structures and access to trading venues, (iv) increase and enhance post-trade reporting obligations with a requirement for “systematic internalisers” to submit certain post-trade data to APAs, (v) provide for the establishment of a consolidated tape for certain trade data, (vi) improve technology synchronization and best execution and (vii) enhance investor protection in other ways.

MiFID II is also intended to help improve the functioning of the EU single market by achieving a greater consistency of regulatory standards.

By design, therefore, it is intended that Member States should have very similar regulatory regimes in relation to the matters addressed by MiFID.

In addition, the new regulated execution venue category introduced by MiFID II known as the Organized Trading Facility (“OTF”) (in addition to the venue category of Multilateral Trading Facility (“MTF”) for electronic trading) is intended to capture much of the voice and hybrid oriented trading within the EU.

The UK withdrew from the EU on January 31, 2020 and entered a transitional period which expired on December 31, 2020, following which our UK authorized subsidiary no longer could “passport” its FCA regulatory permissions throughout the European Economic Area (“EEA”).

In preparation for Brexit, we successfully ensured that services can continue to be provided in the UK and throughout the EEA, notably by establishing a legal entity in the Netherlands, Tradeweb EU B.V., which offers services from our Amsterdam office.

Further effects of Brexit will depend on any agreements the UK and EU may make, including in relation to access to the financial services markets.

In particular, the EU has enhanced the existing laws and developed new rules and regulations targeted at the financial services industry, including MiFID II and Markets in Financial Instruments Regulation (“MiFIR”), which were implemented in January 2018 and which introduced significant changes to the EU financial markets, including the fixed income and derivative markets, designed to facilitate more efficient markets and greater transparency for participants.

During 2023, the European Securities and Markets Authority (“ESMA”), the EU’s financial markets regulator and supervisor, announced a shift in its Union Strategic Supervisory Priorities (“USSPs”), introducing cyber risk and digital resilience as key areas of focus alongside environmental, social and governance disclosures.

The strategy takes into account the key priorities of the EU in the area of financial services and aims to address the most significant risks linked to EU financial markets.

It is structured around the following key areas:

effective financial markets and financial stability, supervision and supervisory convergence, retail investor protection, sustainable finance and technological innovation and increased use of data.

With this new priority, EU supervisors will put greater emphasis on reinforcing firms’ information and communication technology (“ICT”) risk management surrounding the use of financial technology systems (including but not limited to trading venue technologies) through close monitoring and supervisory actions, building new supervisory capacity and expertise.

The new USSP will come into force in 2025, at the same time as the Digital Operational Resilience Act.

This timeline is intended to provide supervisors and firms in member states with sufficient time to prepare for compliance with the new regulatory requirements.

Meanwhile, ESMA and national competent authorities (“NCAs”) will carry out preparatory work planning and shaping the supervisory activities to undertake this priority.

The USSPs are an important tool through which ESMA coordinates and focuses supervisory action with NCAs across the EU on specific topics.

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.

Under DORA firms that are in scope will need to adopt a broader business view of resilience, with accountability clearly established at the senior management level.

DORA consists of the following key pillars:

ICT risk management requirements, reporting of ICT incidents, testing programs covering ICT tools, systems and processes, ICT third party risk management and an oversight framework for critical ICT third-party service providers.

Capital Requirements

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Regulatory Status of Tradeweb Entities

Our operations span jurisdictions across North America, Europe and Asia, and we operate through various regulated entities.

Our operations span jurisdictions across North America, South America, Europe, Asia, Australia and the Middle East, and we operate through various regulated entities.

The current regulatory status of our regulated entities is described below.

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Tradeweb Direct LLC is a SEC registered broker-dealer, operates an ATS and is a member of FINRA and MSRB.

Tradeweb Direct LLC relies on the international dealer exemption in the Canadian provinces of Ontario and Quebec.

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 Europe Limited is authorized and regulated in the UK by the FCA as a MiFID Investment Firm.

It has permissions to operate an MTF, an OTF and an APA.

Tradeweb Europe Limited is also regulated by ASIC and holds an Overseas Australian Market Operator License.

It has permissions to operate an Multilateral Trading Facility (“MTF”), an Organized Trading Facility (“OTF”) and an APA.

Tradeweb Europe Limited is also regulated by ASIC and holds an Overseas Australian Market Operator License and is a recognized foreign trading venue by FINMA in Switzerland.

In 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).

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The Hong Kong branch of Tradeweb Europe Limited is regulated by the SFC as an Automated Trading Service.

Tradeweb Commercial Information Consulting (Shanghai) Co., Ltd.

is a wholly-owned foreign enterprise (WOFE) in China for the purpose of providing consulting and marketing activities in China.

The Tradeweb offshore electronic trading platform is recognized by the People’s Bank of China (PBOC) for the provision of Bond Connect and CIBM Direct.

Tradeweb Information Technology Services (Shanghai) Co., Ltd.

is a wholly-owned foreign enterprise (WOFE) in China.

Its business scope includes information, data and technology related services including development, sales, import and export and consulting.

The Tradeweb offshore electronic trading platform is recognized by the People’s Bank of China (“PBOC”) for the provision of Bond Connect, CIBM Direct RFQ and Swap Connect.

TW SEF LLC is a CFTC-registered SEF.

TW SEF LLC is formally exempt from registration as an exchange in the Canadian provinces of Alberta, Ontario and Quebec and is recognized as a foreign trading venue in Switzerland.

TW SEF LLC is approved and regulated by ASIC as an Overseas Australian Market Operator Licensee and is recognized as Foreign Trading Venue in Mexico.

TW SEF LLC is formally exempt from registration as an exchange in the Canadian provinces of Alberta, Ontario, Nova Scotia and Quebec and is recognized as a foreign trading venue in Switzerland.

TW SEF LLC is approved and regulated by ASIC as an Overseas Australian Market Operator Licensee, recognized as Foreign Trading Venue in Mexico and is a Recognized Body of the DFSA.

DW SEF LLC is a CFTC-registered SEF.

DW SEF LLC is formally exempt from registration in the Canadian province of Ontario and is recognized as a foreign trading venue in Switzerland.

DW SEF LLC is formally exempt from registration in the Canadian provinces of Ontario and Nova Scotia is recognized as a foreign trading venue in Switzerland.

Tradeweb Japan KK is regulated by the JFSA and is registered as a Type 1 Financial Instruments Exchange Business Operator (reg.

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Tradeweb EU B.V.

passports its permissions under MiFID and accordingly provides services throughout the EU and the EEA.

passports its permissions under MiFID and accordingly provides services throughout the EU and the European Economic Area (“EEA”).

Tradeweb EU B.V.

is also regulated by ASIC and holds an Overseas Australian Market Operator License.

is also regulated by ASIC and holds an Overseas Australian Market Operator License and is a recognized foreign trading venue by FINMA in Switzerland.

The Paris branch of Tradeweb EU B.V.

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is authorized and regulated by the AFM as a MiFID investment firm with permission to trade on a matched principal basis.

Tradeweb Australia Pty Ltd (formerly Yieldbroker Pty Limited), acquired in August 2023, is a Tier 1 Australian Markets Licensee in Australia, regulated by the ASIC, that maintains a branch in Singapore that is regulated by the MAS as a Regulated Market Operator.

Tradeweb Australia Pty Ltd changed its name from Yieldbroker Pty Limited in January 2024.

Tradeweb (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.

Human Capital

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We believe that diverse teams make better decisions and create greater long-term value, and we are committed to maintaining a safe and inclusive environment for everyone and attracting and retaining diverse talent at all levels.

Our goal is to continue to reach for greater equality in the gender and ethnic diversity of our employees, to maintain and grow our culture of inclusiveness, education, acceptance and learning, and to ensure employees feel encouraged and equipped to be their genuine selves at work.

Our goal is to continue to strive for greater gender and ethnic diversity across the company, in accordance with applicable equal opportunity laws, to maintain and grow our culture of inclusiveness, education, acceptance and learning, and to ensure employees feel encouraged and equipped to be their genuine selves at work.

Through our Diversity, Equity and Inclusion (“DE&I”) Committee, on which members of our executive team serve, including our Global Head of Human Resources and Head of Investor Relations, FP&A and Treasury, we raise awareness, provide a forum to discuss diversity and inclusion and promote a diverse and inclusive culture.

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We also sponsor the Global Women’s Network, which provides skills-building, educational, and career-relevant programming for employees and brings topics affecting women in the workplace front and center.

Our commitment to DE&I has been demonstrated through partnerships with approximately 18 organizations globally, including American Corporate Partners in the U.S.

that focuses on helping return veterans and active duty spouse to the work force and Cowrie Scholarship Foundation in the U.K.

that aims to empower disadvantaged Black students through university financial assistance.

Our commitment to DE&I has been demonstrated through partnerships with approximately 18 organizations globally, including StreetWise Partners, Women’s Bond Club, TEAK, Hiring our Heroes, Emily K Center and Adaptive Growth Leadership in the U.S., and SEO, Big City Bright Future and Cowrie Scholarship Foundation in the UK.

By focusing on employee volunteerism in these areas, our employees have the opportunity to take action and make a difference.

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Institutional Credit to more prominently expose diverse dealer liquidity to our participating buy-side clients, further strengthening engagement between diverse dealers and buy-side users on the platform.

We continue to receive positive feedback from our clients and diverse dealers regarding the Spotlight Program, and grew our universe of participating Spotlight Dealers throughout 2022.

We continue to work with our Spotlight participants to expand opportunities for doing business together.

Since launch we have grown from 12 participating Spotlight Dealers to 21.

In addition, we seek to cement our commitment to diversity at the intern, college graduate and experienced hire levels by leveraging relationships with a number of external organizations.

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Some examples of the initiatives we provide in certain countries include post-birth parental and adoptive parent leave, financial assistance in connection with eligible fertility treatment, adoption and surrogacy expenses, health and wellness speaker series, health club discounts and subsidized memberships through Healthkick and virtual health visits.

Since the onset of the COVID-19 pandemic, we have been focused on keeping our employees safe, helping our staff and clients stay connected and ensuring our platforms operate efficiently.

Throughout the pandemic, we implemented a series of measures to protect the health and safety of our employees.

Starting in mid-2021, we, like many companies, began to transition our workforce back to the office.

Our office re-entry policy set out guidance to protect employee safety and implement, at a minimum, the local regulations including, where applicable, masking mandates, vaccination status for in-person work, quarantine time, testing requirements, appropriate distancing measures and capacity limitations.

Our Workplace Safety Committee is governed by the heads of Risk, Human Resources, Facilities, Operations, Technology and Marketing and meets in frequencies determined by the necessity and severity of the current conditions.

We will continue to monitor the impact of COVID-19, including any related variants, and will adjust our plans accordingly.

Compensation and Benefits

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We are committed to doing our part to help financial markets move toward a more sustainable global financial system.

In August 2022 we published our second annual Corporate Sustainability Report, which reports on our environmental, social and governance (“ESG”) goals and priorities as well as our progress towards those goals during calendar year 2021.

In August 2023 we published our third annual Corporate Sustainability Report, which reports on our environmental, social and governance (“ESG”) goals and priorities as well as our progress towards those goals during calendar year 2022.

While the reporting structure is relatively new, our strong foundation in ESG principles is not.

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While our business involves limited direct environmental risks, we will endeavor to make our operations and impact more sustainable over time.

Our primary environmental goals are to reduce our overall energy consumption and emissions where possible, and to move toward renewable energy coverage, or direct sourcing of renewable energy for our Scope 2 energy usage.

Our primary environmental goals have been to reduce our overall energy consumption and emissions where possible, and to move toward renewable energy coverage, or direct sourcing of renewable energy for our Scope 2 energy usage.

To that end, we purchased Green-e U.S.

Renewable Energy Certificates for our forecasted 2023 U.S energy usage and retired them in September of 2023.

We also purchased Japan Non-Fossil Certificates for our forecasted energy usage from operations in Asia, which were retired at the end of 2023.

This marks a step forward in our climate action plan, and an action toward our stated goal of covering our global usage with renewable energy.

Tradeweb also responded to CDP for the first time, and published our inaugural Taskforce on Climate-Related Financial Disclosure (“TCFD”) report, each in 2023.

We endeavor to continue to be transparent and robust in our environmental disclosure, marking important steps toward that goal with these two reporting items.

In April 2021, we joined the Climate Bonds Initiative’s (“CBI”) Partnership Programme.

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The Scheme is used globally by bond issuers, governments, investors and the financial markets seeking to prioritize investments that genuinely contribute to addressing climate change.

CBI has been tracking the green-labeled bond (“Green Bond”) market since 2009.

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.

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We provide Green Bond highlights across our institutional platform, including Global Credit, European Government Bonds, Supranationals, Repurchase Agreements, China Bonds, and Convertibles, and have Green Bond search tools across asset classes on our Retail platform.

We plan to continually increase the data available to our clients around Green Bonds, and intend to expand this data set to include other ESG - related securities.

We plan to continually increase the data available to our clients around Green Bonds, and intend to expand this data set to include other ESG - related securities including Social Bonds, Sustainability Bonds, and Sustainability-Linked Bonds.

Our People and Communities

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The ESG Steering Committee is an advisory board assembled to guide our focus, and ensure delivery on our thoughtful approach to integrating our ESG strategy into our business and operations.

To support the implementation of our ESG strategy, a dedicated role was also established in December 2020 to organize and manage our global Corporate Social Responsibility and ESG initiatives, as the first member of our ESG team.

This role reports directly into our senior executive leadership team, which provides critical support for the integration of these initiatives across our business.

In 2021, our ESG team was expanded to dedicate additional resources to support the project implementation of our sustainability efforts.

We have designated two members of the Board to act as ESG Board Liaisons to oversee our ESG strategy and priorities.

To support the implementation of our ESG strategy, a dedicated team was formed and has expanded to meet the needs of our growing strategy.

The team head reports directly into our senior executive leadership team, which provides critical support for the integration of these initiatives across our business.

At the Board level, the Nominating and Corporate Governance Committee is responsible for ESG oversight and guidance.

The Compensation Committee has responsibility for oversight of human capital-related topics, including diversity, equity, and inclusion, and the Audit Committee has responsibility for oversight of external reporting of climate-related disclosures.

Our Organizational Structure

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LSEG Transaction

On January 29, 2021, LSEG completed its acquisition of the Refinitiv business from a consortium, including certain investment funds affiliated with Blackstone as well as Thomson Reuters, in an all share transaction.

Following the consummation of the LSEG Transaction, LSEG is the controlling shareholder of Refinitiv and Refinitiv continues to be the controlling shareholder of Tradeweb, holding approximately 91.2% of our combined voting power as of December 31, 2022.

Tradeweb remains 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.

Our existing market data license agreement with Refinitiv remains unchanged.

However, the non-compete period applicable to Refinitiv in their restrictive covenant agreement with us was terminated as of January 29, 2021.

On January 29, 2021, LSEG completed its acquisition of the Refinitiv business (currently referred to by LSEG as LSEG Data & Analytics) from a consortium, including certain investment funds affiliated with Blackstone as well as Thomson Reuters, in an all share transaction.

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, 2023.

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, which was amended and restated effective as of November 1, 2023.

The non-compete period applicable to Refinitiv in their restrictive covenant agreement with us was terminated as of January 29, 2021.

Available Information

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Information about Tradeweb, our business and our results of operations may also be announced by posts on Tradeweb’s accounts on the following social media channels:

Instagram, LinkedIn and Twitter.

Instagram, LinkedIn and X (formerly Twitter).

The information that we post through these social media channels may be deemed material.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business