15 unchanged sentences
If TWM LLC is unable to cause these subsidiaries to make distributions, it may have inadequate funds to distribute to us and we may be unable to fund our dividends.
−Removed: Our ability to pay dividends may also be restricted by the terms of the Revolving Credit Facility or any future credit agreement or any future debt or preferred equity securities of Tradeweb or its subsidiaries.
+Added: Our ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of Tradeweb or its subsidiaries.
Our board of directors will periodically review the cash generated from our business and the capital expenditures required to finance our growth plans and determine whether to modify the amount of regular dividends and/or declare any periodic special dividends.
6 unchanged sentences
Recent Sales of Unregistered Securities
+Added: On November 16, 2023, we and TWM LLC entered into a definitive agreement for TWM LLC to acquire all the outstanding equity interests of r8fin, which closed on January 19, 2024.
+Added: On the closing date, we issued a total of 374,601 shares of Class A common stock as partial consideration for the acquisition.
+Added: The issuance of the Class A common stock was made in reliance on Section 4(a)(2) of the Securities Act.
+Added: The Company relied on this exemption from registration based in part on the nature of the transaction and the representations made by the recipients of the Class A common stock, which were former equityholders of r8fin.
Securities Authorized for Issuance Under Equity Compensation Plans
1 unchanged sentence
Issuer Purchases of Equity Securities
−Removed: During the three months ended December 31, 2022, we repurchased the following shares of Class A common stock:
−Removed: Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
−Removed: Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
−Removed: (in thousands)
−Removed: October 1, 2022 – October 31, 2022 167,174 $ 53.84 167,174 $ —
−Removed: November 1, 2022 – November 30, 2022 — — — $ —
−Removed: December 1, 2022 – December 31, 2022 387,198 64.57 387,198 $ 275,000
−Removed: Total 554,372 $ 61.33 554,372
−Removed: (1) On February 4, 2021, we announced that our board of directors authorized a share repurchase program (the “2021 Share Repurchase Program”), primarily to offset annual dilution from stock-based compensation plans.
−Removed: The 2021 Share Repurchase Program authorized the purchase of up to $150.0 million of our Class A common stock at the Company’s discretion through the end of fiscal year 2023.
−Removed: The 2021 Share Repurchase Program was effected through regular open-market purchases (which included repurchase plans designed to comply with Rule 10b5-1).
−Removed: The 2021 Share Repurchase Program did not require the Company to acquire a specific number of shares and was able to be suspended, amended or discontinued at any time.
−Removed: As of October 31, 2022, no shares remained available for repurchase pursuant to the 2021 Share Repurchase Program.
−Removed: On December 5, 2022, we announced that our board of directors authorized a new share repurchase program (the “2022 Share Repurchase Program”), to continue to offset annual dilution from stock-based compensation plans, as well as to opportunistically repurchase our stock.
−Removed: 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.
−Removed: The 2022 Share Repurchase Program can be effected through regular open-market purchases (which may include repurchase plans designed to comply with Rule 10b5-1), through privately negotiated transactions or through accelerated share repurchases, each in accordance with applicable securities laws and other restrictions.
−Removed: The 2022 Share Repurchase Program does not require the Company to acquire a specific number of shares and may be suspended, amended or discontinued at any time.
−Removed: Each share of Class A common stock repurchased pursuant to the 2021 and 2022 Share Repurchase Programs was funded with the proceeds, on a dollar-for-dollar basis, from the repurchase by Tradeweb Markets LLC of an LLC Interest from the Corporation in order to maintain the one-to-one ratio between outstanding shares of the Class A common stock and Class B common stock and the LLC Interests owned by the Corporation.
−Removed: The table above does not reflect shares surrendered to cover the payroll tax withholding obligations upon the exercise of stock options and vesting of performance-based restricted stock units (“PRSUs”) and restricted stock units (“RSUs”).
−Removed: During the three months ended December 31, 2022, the Company withheld 25,630 shares of common stock from employee stock option, PRSU and/or RSU awards.
+Added: During the three months ended December 31, 2023, we did not repurchase any securities pursuant to share repurchase programs.
Stock Performance Graph
5 unchanged sentences
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.