What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-09 compared with 2023-02-24 · 332 added, 213 removed, 1066 unchanged (34% of the section changed)

114 unchanged sentences

Intangible assets, net of accumulated amortization 1,004,797 1,072,818

Receivable from affiliates 6 3,313

Receivable and due from affiliates 192 2,728

Deferred tax asset 684,250 689,442

2 unchanged sentences

Liabilities and Equity

Securities sold under agreements to repurchase $ 21,612 $ —

Payable to brokers and dealers and clearing organizations 351,864 11,264

3 unchanged sentences

Lease liabilities 27,463 27,943

Payable to affiliates 1,414 4,860

Payable and due to affiliates 1,327 7,232

Deferred tax liability 20,767 21,251

33 unchanged sentences

Subscription fees 183,972 165,922 158,448

Refinitiv market data fees 62,721 61,161 59,706

LSEG market data fees 64,336 62,721 61,161

Other 11,567 9,869 10,484

11 unchanged sentences

Net interest income (expense) 65,350 11,907 ( 1,590 )

Income (loss) from investments ( 1,000 ) — —

Other income (loss), net ( 13,122 ) ( 1,000 ) —

Income before taxes 547,980 437,133 369,983

44 unchanged sentences

Interests Total

Shares Amount Shares Amount Shares Amount Shares Amount

Balance at December 31, 2020 $ 1 $ 1 $ — $ — $ 4,143,094 $ 4,314 $ 156,041 $ 715,712 $ 5,019,163

Activities related to the follow-on offering and other exchanges of LLC Interests, net of offering costs and cancellations 25,170,953 — — — ( 5,189,162 ) — ( 19,981,791 ) ( 1 ) ( 2,612 ) — — — ( 2,613 )

Tax receivable agreement liability and deferred taxes arising from LLC Interest ownership exchanges — — — — — — — — 203,932 — — — 203,932

Issuance of common stock from equity incentive plans — — — — 93,104 — — 93,104

Deferred taxes arising from issuance of common stock from equity incentive plans — — — — — — — — 14,402 — — — 14,402

Share repurchases pursuant to share repurchase programs — — — — — — ( 75,676 ) — ( 75,676 )

Tax receivable agreement liability and deferred taxes arising from LLC Interest ownership exchanges and the issuance of common stock from equity incentive plans — — — — 95,670 — — — 95,670

Adjustments to non-controlling interests — — — — 87,006 86 — ( 87,092 ) —

2 unchanged sentences

— — — — — — ( 64,570 ) — ( 64,570 )

Stock-based compensation expense under the PRSU Plan — — — — — — — — 27,809 — — — 27,809

Stock-based compensation expense under the RSU Plan — — — — — — — — 5,359 — — — 5,359

Stock-based compensation expense under the Option Plan — — — — — — — — 6,118 — — — 6,118

Stock-based compensation expense — — — — 51,943 — — — 51,943

Payroll taxes paid for stock-based compensation — — — — ( 71,024 ) — — — ( 71,024 )

1 unchanged sentence

Foreign currency translation adjustments — — — — — ( 2,796 ) — ( 423 ) ( 3,219 )

Other - See Note 14 — — — — 1,573 — — — 1,573

Balance at December 31, 2021 $ 1 $ 1 $ — $ — $ 4,401,366 $ 1,604 $ 242,623 $ 663,348 $ 5,308,943

Activities related to exchanges of LLC Interests 3,483,238 — — — ( 1,484,996 ) — ( 1,998,242 ) — — — — — —

Issuance of common stock from equity incentive plans — — — 10,190 — — — 10,190

5 unchanged sentences

— — — — — — ( 66,006 ) — ( 66,006 )

Stock-based compensation expense under the PRSU Plan — — — — — — — — 30,633 — — — 30,633

Stock-based compensation expense under the RSU Plan — — — — — — — — 15,983 — — — 15,983

Stock-based compensation expense under the Option Plan — — — — — — — — 5,327 — — — 5,327

Stock-based compensation expense — — — — 67,380 — — — 67,380

Payroll taxes paid for stock-based compensation — — — — ( 101,675 ) — — — ( 101,675 )

3 unchanged sentences

Balance at December 31, 2022 $ 1 $ 1 $ — $ — $ 4,577,270 $ ( 10,113 ) $ 386,632 $ 592,525 $ 5,546,316

Activities related to exchanges of LLC Interests 4,184,083 — — — 1,596,352 — ( 5,780,435 ) — — — — — —

Issuance of common stock from equity incentive plans — — — — 15,238 — — — 15,238

Share repurchases pursuant to share repurchase programs ( 1,347,067 ) — — — — — — — — — ( 99,323 ) — ( 99,323 )

Share repurchases pursuant to the share repurchase programs — — — — — — ( 35,205 ) — ( 35,205 )

Tax receivable agreement liability and deferred taxes arising from LLC Interest ownership exchanges and the issuance of common stock from equity incentive plans — — — — 53,395 — — — 53,395

3 unchanged sentences

— — — — — — ( 75,909 ) — ( 75,909 )

Stock-based compensation expense under the PRSU Plan — — — — — — — — 30,952 — — — 30,952

Stock-based compensation expense under the RSU Plan — — — — — — — — 34,329 — — — 34,329

Stock-based compensation expense under the Option Plan — — — — — — — — 2,099 — — — 2,099

Stock-based compensation expense — — — — 66,607 — — — 66,607

Payroll taxes paid for stock-based compensation — — — — ( 51,519 ) — — — ( 51,519 )

1 unchanged sentence

Foreign currency translation adjustments — — — — — 4,850 — 569 5,419

Other - See Note 14 — — — — — — — — 3,100 — — — 3,100

Balance at December 31, 2023 $ 1 $ 1 $ — $ — $ 4,738,758 $ ( 5,389 ) $ 640,384 $ 557,651 $ 5,931,406

12 unchanged sentences

Tax receivable agreement liability adjustment 9,517 ( 13,653 ) ( 12,745 )

(Income) loss from investments 1,000 — —

Other (income) loss, net 13,122 1,000 —

(Increase) decrease in operating assets:

2 unchanged sentences

Accounts receivable ( 21,081 ) ( 17,228 ) ( 22,369 )

Receivable from/payable to affiliates, net 3,135 ( 4,590 ) 6,136

Receivable and due from affiliates/payable and due to affiliates, net ( 4,241 ) 3,135 ( 4,590 )

Other assets ( 3,919 ) ( 2,120 ) 6,016

Increase (decrease) in operating liabilities:

Securities sold under agreements to repurchase 21,612 — —

Accrued compensation 7,964 ( 552 ) 24,789

5 unchanged sentences

Cash paid for acquisitions, net of cash acquired ( 69,712 ) — ( 207,762 )

Cash paid for foreign currency call option, net of sale proceeds ( 1,289 ) — —

Purchases of furniture, equipment, software and leasehold improvements ( 18,529 ) ( 23,214 ) ( 16,878 )

Capitalized software development costs ( 43,235 ) ( 36,882 ) ( 34,470 )

Purchase of equity investments — — ( 20,000 )

Net cash used in investing activities ( 132,765 ) ( 60,096 ) ( 259,110 )

2 unchanged sentences

Proceeds from stock-based compensation exercises 15,238 10,190 93,104

Proceeds from issuance of Class A common stock in follow-on offering, net of underwriting discounts — — 626,267

Purchase of LLC Interests — — ( 626,267 )

Offering costs from issuance of Class A common stock in follow-on offering — — ( 2,508 )

Deferred financing costs ( 2,794 ) — —

Dividends ( 75,909 ) ( 66,006 ) ( 64,570 )

18 unchanged sentences

Furniture, equipment, software and leasehold improvement additions included in accounts payable $ 1,834 $ 3,632 $ —

Withholding taxes payable relating to stock-based compensation settlements included in accrued compensation $ 178 $ — $ —

Lease right-of-use assets obtained in exchange for lease liabilities, net of modifications and terminations $ 10,395 $ 9,122 $ ( 575 )

32 unchanged sentences

Following the Reorganization Transactions, Refinitiv ( as defined below) owned an indirect majority ownership interest in the Company (as defined below).

On January 29, 2021, London Stock Exchange Group plc (“LSEG”) completed its acquisition of the Refinitiv business from a consortium, including certain investment funds affiliated with The Blackstone Group Inc.

On January 29, 2021, London Stock Exchange Group plc (“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 The Blackstone Group Inc.

(f/k/a The Blackstone Group L.P.) (“Blackstone”) as well as Thomson Reuters Corporation (“TR”), in an all share transaction (the “LSEG Transaction”).

19 unchanged sentences

• Tradeweb Direct LLC (“TWD”) (formerly known as BondDesk Trading LLC), a registered broker-dealer under the Exchange Act and a member of FINRA and MSRB.

• Tradeweb Europe Limited (“TEL”), a MiFID Investment Firm regulated by the Financial Conduct Authority (the “FCA”) in the UK and certain other global regulators and maintains branches in Asia.

• Tradeweb Europe Limited (“TEL”), a MiFID Investment Firm regulated by the Financial Conduct Authority (the “FCA”) in the UK and certain other global regulators and that maintains branches in Asia.

• TW SEF LLC (“TW SEF”), a Swap Execution Facility (“SEF”) regulated by the CFTC and certain other global regulators.

3 unchanged sentences

• Tradeweb EU B.V.

(“TWEU”), a MiFID Investment Firm regulated by the Netherlands Authority for the Financial Markets (“AFM”), the De Nederlandsche Bank (“DNB”) and certain other global regulators and maintains a branch in France.

• Tradeweb Execution Services Limited (“TESL”), an Investment Firm (“BIPRU Firm”) regulated by the FCA in the UK.

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

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

The offshore electronic trading platform is recognized by the People’s Bank of China 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.

• Tradeweb Execution Services B.V.

(“TESBV”), a MiFID Investment Firm authorized and regulated by the AFM, with permission to trade on a matched principal basis.

• Tradeweb Australia Pty Ltd (formerly Yieldbroker Pty Limited) (“YB” or “Yieldbroker”), acquired in August 2023, a Tier 1 Australian Markets Licensee in Australia, regulated by the Australian Securities & Investments Commission (“ASIC”), that maintains a branch in Singapore that is regulated by the Monetary Authority of Singapore (“MAS”) as a Regulated Market Operator.

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

• Tradeweb (DIFC) Limited (“TDIFC”) is an Authorized Firm regulated by the Dubai Financial Services Authority (“DFSA”) with a license for “arranging deals in investments” for users to access the Company’s various trading venues that are also separately recognized by the DFSA.

In May 2023, the Company announced that it had entered into a definitive agreement to acquire all of the outstanding equity interests of Yieldbroker.

Yieldbroker is 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 growing fixed income markets with Tradeweb’s international reach and scale.

The A$ 123.6 million, all-cash transaction closed on August 31, 2023 (the “Yieldbroker Acquisition”), following the satisfaction of closing conditions and regulatory reviews.

See Note 4 – Acquisitions for additional details on this acquisition.

In June 2021, the Company acquired Nasdaq’s U.S.

fixed income electronic trading platform, formerly known as eSpeed (the “NFI Acquisition”), which is a fully executable central order limit book (CLOB) for electronic trading in on-the-run (OTR) U.S.

fixed income electronic trading platform, formerly known as eSpeed (the “NFI Acquisition”), which is a fully executable central limit order book (CLOB) for electronic trading in on-the-run (OTR) U.S.

government bonds.

The $ 190.0 million, all-cash transaction closed on June 25, 2021 (the “NFI Acquisition”).

See Note 4 – Acquisitions for additional details on this acquisition.

The NFI Acquisition included the acquisition of Execution Access, LLC, (“EA”), a registered broker-dealer under the Exchange Act and a member of FINRA.

8 unchanged sentences

• The public investors collectively owned 115,090,787 shares of Class A common stock, representing 10.0 % of the combined voting power of Tradeweb Markets Inc.’s issued and outstanding common stock and indirectly, through Tradeweb Markets Inc., owned 49.0 % of the economic interest in TWM LLC;

• Refinitiv collectively owned 96,933,192 shares of Class B common stock and 22,988,329 shares of Class D common stock, representing 91.2 % of the combined voting power of Tradeweb Markets Inc.’s issued and outstanding common stock and directly and indirectly, through Tradeweb Markets Inc., owned 51.2 % of the economic interest in TWM LLC;

• Other stockholders that continued to own LLC Interests also collectively owned 3,251,177 shares of Class C common stock and 104,375 shares of Class D common stock, representing 0.3 % of the combined voting power of Tradeweb Markets Inc.’s issued and outstanding common stock.

Collectively, these stockholders directly owned 1.4 % of the economic interest in TWM LL C.

In addition, for the year ended December 31, 2022, the Company’s basic and diluted earnings per share calculation is impacted by 193,441 of weighted average shares resulting from unvested restricted stock units and unsettled vested performance-based restricted stock units that were considered participating securities for purposes of calculating earnings per share in accordance with the two-class method, and for the year ended December 31, 2022 the Company’s diluted earnings per share calculation also includes 2,823,403 of weighted average shares resulting from the dilutive effect of its equity incentive plans.

• Refinitiv collectively owned 96,933,192 shares of Class B common stock, 18,000,000 shares of Class C common stock and 4,988,329 shares of Class D common stock, representing 89.9 % of the combined voting power of Tradeweb Markets Inc.’s issued and outstanding common stock and directly and indirectly, through Tradeweb Markets Inc., owned 51.0 % of the economic interest in TWM LLC;

• Other stockholders that continued to own LLC Interests also collectively owned 89,644 shares of Class D common stock, representing 0.1 % of the combined voting power of Tradeweb Markets Inc.’s issued and outstanding common stock.

Collectively, these stockholders directly owned less than 0.1 % of the economic interest in TWM LL C.

In addition, for the year ended December 31, 2023, the Company’s basic and diluted earnings per share calculations were impacted by 270,249 of weighted average shares resulting from unvested restricted stock units and unsettled vested performance-based restricted stock units that were considered participating securities for purposes of calculating earnings per share in accordance with the two-class method.

For the year ended December 31, 2023 the Company’s diluted earnings per share calculation also includes 1,872,006 of weighted average shares resulting from the dilutive effect of its equity incentive plans.

See Note 18 – Earnings Per Share for additional details.

14 unchanged sentences

Actual results could differ from those estimates and the difference may be material to the consolidated financial statements.

Reclassifications

Certain reclassifications have been made to the December 31, 2022 consolidated statement of financial condition, and related financial information, to conform to the current period presentation.

These primarily include reclassifying approximately $ 2.7 million of related party balances from other assets to receivable and due from affiliates and $ 5.8 million of related party balances from accounts payable, accrued expenses and other liabilities to payable and due to affiliates.

These reclassifications had no impact on total assets, total liabilities or total equity on the consolidated statement of financial condition, nor did they have any impact on the consolidated statements of income, comprehensive income, changes in equity or cash flows.

Business Combinations

4 unchanged sentences

Determining the fair value of certain assets acquired and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates, growth rates, customer attrition rates and asset lives.

Transaction costs incurred to effect a business combination are expensed as incurred and are included as a component of professional fees in the consolidated statements of income.

Transaction costs incurred to effect a business combination are expensed as incurred and are included as a component of professional fees or general and administrative expenses in the consolidated statements of income.

Pushdown Accounting

6 unchanged sentences

Cash and Cash Equivalents

Cash and cash equivalents consists of cash and highly liquid investments (such as short-term money market instruments) with original maturities at the time of purchase of three months or less.

Cash and cash equivalents consists of cash and highly liquid investments with remaining maturities at the time of purchase of three months or less.

Allowance for Credit Losses

22 unchanged sentences

Such costs are amortized on a straight-line basis over three years .

Software development costs acquired as part of the NFI Acquisition were amortized over one year .

Software development costs acquired as part of the Yieldbroker Acquisition and the NFI Acquisition were both amortized over one year .

Costs capitalized as part of the Refinitiv Transaction pushdown accounting allocation are amortized over nine years .

2 unchanged sentences

Goodwill includes the excess of the fair value of the Company above the fair value accounting basis of the net assets and liabilities of the Company as previously applied under pushdown accounting in connection with the Refinitiv Transaction.

Goodwill also includes the cost of acquired companies in excess of the fair value of identifiable net assets at the acquisition date, including the NFI Acquisition.

Goodwill also includes the cost of acquired companies in excess of the fair value of identifiable net assets at the acquisition date, including the Yieldbroker Acquisition and the NFI Acquisition.

Goodwill is not amortized, but is tested for impairment annually on October 1st and between annual tests, whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable.

5 unchanged sentences

Intangible Assets

Intangible assets with a finite life are amortized over the estimated lives, ranging from seven to thirteen years .

Intangible assets with a finite life are amortized over the estimated lives, ranging from four to thirteen years .

These intangible assets subject to amortization are tested for impairment whenever events or changes in circumstances suggest that an asset’s or asset group’s carrying value may not be fully recoverable.

5 unchanged sentences

Equity investments are included as a component of other assets on the consolidated statements of financial condition.

Securities Sold Under Agreements to Repurchase

From time to time, the Company sells securities under agreements to repurchase in order to facilitate the clearance of securities.

Securities sold under agreements to repurchase are treated as collateralized financings and are presented in the consolidated statements of financial condition at the amounts of cash received.

Receivables and payables arising from these agreements are not offset in the consolidated statements of financial condition.

At lease commencement, a right-of-use asset and a lease liability are recognized for all leases with an initial term in excess of 12 months based on the initial present value of the fixed lease payments over the lease term.

9 unchanged sentences

These costs are recognized as a reduction in additional paid-in capital within the consolidated statements of financial condition when the offering is effective.

During the year ended December 31, 2020, $ 2.6 million of deferred costs related to the April 2020 follow-on offering discussed in Note 11 – Stockholders’ Equity were recorded as a reduction of additional paid-in capital balance in the consolidated statements of financial condition.

No offering costs were incurred during the years ended December 31, 2023, 2022 and 2021.

2 unchanged sentences

See Note 8 – Revenue for additional details regarding revenue types and the Company’s policies regarding revenue recognition.

Translation of Foreign Currency and Foreign Currency Forward Contracts

Translation of Foreign Currency and Foreign Exchange Derivative Contracts

Revenues, expenses, assets and liabilities denominated in non-functional currencies are recorded in the appropriate functional currency for the legal entity at the rate of exchange prevailing at the transaction date.

1 unchanged sentence

Foreign currency remeasurement gains or losses on monetary assets and liabilities in nonfunctional currencies are recognized in the consolidated statements of income within general and administrative expenses.

The realized and unrealized gains/losses totaled a $ 2.3 million loss, a $ 4.0 million loss and a $ 1.3 million gain for the years ended December 31, 2022, 2021 and 2020, respectively.

The realized and unrealized gains/losses totaled a loss of $ 1.6 million, $ 2.3 million and $ 4.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Since the consolidated financial statements are presented in U.S.

8 unchanged sentences

dollar and British pound sterling versus euro exposure, generally with a duration of less than 12 months.

The Company’s foreign currency forward contracts are not designated as hedges for accounting purposes and changes in the fair value of these contracts during the period are recognized in the consolidated statements of income within general and administrative expenses.

In June 2023, the Company also entered into a foreign currency call option on Australian dollars, see Note 4 – Acquisitions for additional details.

The Company’s foreign exchange derivative contracts are not designated as hedges for accounting purposes.

Changes in the fair value during the period of foreign currency forward contracts, which were entered into for foreign exchange risk management purposes relating to operating activities, are recognized in the consolidated statements of income within general and administrative expenses and related cash flows are included in cash flows from operating activities, and changes in the fair value during the period of the foreign currency call option on Australian dollars, which was entered into for foreign exchange risk management purposes relating to investing activities, are recognized in the consolidated statements of income within other income/loss and related cash flows are included in cash flows from investing activities.

The Company does not use derivative instruments for trading or speculative purposes.

Realized and unrea lized gains/losses on foreig n currency forward contracts totaled a $ 4.9 million gain, a $ 9.0 million gain and a $ 6.3 million loss for each of the years ended December 31, 2022, 2021 and 2020, respectively.

Realized and unrea lized gains/losses on foreig n currency forward contracts totaled a gain of $ 0.8 million, $ 4.9 million and $ 9.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Realized losses on the foreign currency call option on the Australian dollar call option during the year ended December 31, 2023 totaled $ 1.3 million .

As of December 31, 2023 and 2022, the counterparty on each of the foreign exchange derivative contracts was an affiliate of LSEG and therefore the corresponding assets or liabilities on such contracts were included in receivable and due from affiliates or payable and due to affiliates, respectively, on the accompanying consolidated statements of financial condition.

See Note 15 – Fair Value of Financial Instruments for additional details on the Company’s derivative instruments.

8 unchanged sentences

The Company records valuation allowances wherever management believes it is more likely than not that the Company will not be able to realize its deferred tax assets in the foreseeable future.

The Company records uncertain tax positions on the basis of a two-step process whereby (i) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company records uncertain tax positions on the basis of a two-step process whereby (i) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

The Company recognizes interest and penalties related to income taxes within the provision for income taxes in the consolidated statements of income.

1 unchanged sentence

The Company has elected to treat taxes due on future U.S.

inclusions in taxable income under the global intangible low-taxed income (“GILTI”) provision of the Tax Cuts and Jobs Act as a current period expense when incurred.

inclusions in taxable income under the global intangible low-taxed income (“GILTI”) provision of the Tax Cuts and Jobs Act of 2017 as a current period expense when incurred.

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law.

The IRA establishes a 15% corporate minimum tax effective for taxable years beginning after December 31, 2022, and imposes a 1% excise tax on the repurchase after December 31, 2022 of stock by publicly traded U.S.

The IRA establishes a 15% corporate alternative minimum tax (“CAMT”) effective for taxable years beginning after December 31, 2022, and imposes a 1% excise tax on the repurchase after December 31, 2022 of stock by publicly traded U.S.

corporations.

We are currently evaluating the impacts, if any, of the provisions of the IRA however, do not expect a material impact to our financial condition, results of operations and cash flows.

The 1% excise tax did not have an impact to our financial condition, results of operations and cash flows as of and for the year ended December 31, 2023.

The Company will be subject to the 15% CAMT, which is expected to change the estimated period in which the tax receivable agreement liability payments will be made.

However, it is not expected to have a material impact on the Company’s effective tax rate.

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.

The Company may be subject to the provisions of the Two Pillar Plan, and related tax impacts per local country adoption, as it is a consolidating subsidiary of LSEG.

The Company does not expect to have material impact of the Two Pillar Plan, but will continue to monitor legislative development.

Stock-Based Compensation

11 unchanged sentences

Determining the appropriate fair value model and calculating the fair value of the option awards requires the input of highly subjective assumptions, including the expected life of the option awards and the stock price volatility.

For performance-based restricted stock units that vest based on market conditions, the Company recognizes stock-based compensation based on the estimated grant date fair value of the awards computed with the assistance of a valuation specialist using a Monte Carlo simulation on a binomial model.

The significant assumptions used to estimate the fair value of the performance-based restricted stock units that vest based on market conditions are years of maturity, annualized volatility and the risk-free interest rate.

The maturity period represents the period of time that the award granted was modeled into the future, the risk-free interest rate is based on the U.S.

Treasury yield curve in effect at the time of measurement corresponding with the maturity period of the award and the expected volatility is based upon historical volatility of the Company’s Class A common stock.

Earnings Per Share

21 unchanged sentences

Recent Accounting Pronouncements

In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, Fair Value Measurement (Topic 820):

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures .

The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation and income taxes paid.

The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The guidance may be applied on a prospective or retrospective basis and early adoption is permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly reviewed by the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets.

The ASU also allows, in addition to the measure that is most consistent with U.S.

GAAP, the disclosure of additional measures of segment profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources.

The ASU also requires the disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to to allocate resources.

All disclosure requirements under ASU 2023-07 and existing segment disclosures in ASC 280, Segment Reporting are also required for public entities with a single reportable segment.

The ASU is effective for the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent interim periods, with early adoption permitted.

The ASU is to be applied retrospectively to all periods presented in the financial statements.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value and that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction.

7 unchanged sentences

As of both December 31, 2023 and 2022, cash in the amount of $ 1.0 million, has been segregated in the PAB reserve account, exceeding the requirements pursuant to SEC Rule 15c3-3.

On June 25, 2021, the Company completed its acquisition of all of the outstanding equity interests of Execution Access, LLC, Kleos Managed Services Holdings, LLC and Kleos Managed Services, L.P., which collectively represented the NFI Acquisition.

The platform (formerly known as eSpeed) acquired from Nasdaq is a fully executable central order limit book (CLOB) for electronic trading in on-the-run (OTR) U.S.

government bonds.

The all-cash purchase price of $ 190.0 million was net of cash acquired, net of deposits with clearing organizations acquired and prior to working capital adjustments.

At closing, preliminary working capital adjustments resulted in a $ 0.7 million increase to the purchase price.

During the fourth quarter of 2021, the Company recorded final working capital and purchase price adjustments which resulted in a $ 0.1 million decrease in accounts receivable, $ 2.0 million increase in customer relationships, $ 0.9 million decrease in other assets, $ 0.4 million decrease in accounts payable, accrued expenses and other liabilities, and a $ 2.5 million decrease in goodwill.

The acquisition was accounted for as a business combination and the Company utilized the assistance of a third-party valuation specialist to determine the fair value of the assets acquired and liabilities assumed at the date of acquisition.

On August 31, 2023, the Company completed its acquisition of all of the outstanding equity interests of Tradeweb Australia Pty Ltd (Tradeweb Australia Pty Ltd changed its name from Yieldbroker Pty Limited in January 2024).

The all-cash purchase price of A$ 123.6 million ($ 80.1 million U.S.

dollars as translated as of August 31, 2023) was net of cash acquired and prior to working capital and other closing adjustments.

During the fourth quarter of 2023, the Company recorded final working capital and purchase price adjustments which resulted in a $ 0.5 million increase in total assets, a $ 0.4 million decrease in total liabilities and a $ 0.1 million increase in total cash paid.

Tradeweb Australia Pty Ltd is a corporation registered under the Corporations Act 2001 in Australia and a Tier 1 Australian Markets Licensee in Australia, regulated by the ASIC, that maintains a branch in Singapore which is regulated by the MAS as a Regulated Market Operator.

Yieldbroker operates a leading Australian trading platform for Australian and New Zealand government bonds and interest rate derivatives, covering the institutional and wholesale client sectors.

The fair values were determined based on assumptions that reasonable market participants would use in the principal (or most advantageous) market and primarily included significant unobservable inputs (Level 3).

4 unchanged sentences

The resulting discounted cash flows were then tax-affected at the applicable statutory rate.

A discounted tax amortization benefit was also added to the fair value of the assets under the assumption that the customer relationships would be amortized for tax purposes over a period of 15 years.

The final purchase price was allocated as follows:

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Cash and cash equivalents $ 12,753

Deposits with clearing organizations 18,147

Accounts receivable 1,900

Equipment 384

Lease right-of-use assets 1,453

Software development costs 588

1 unchanged sentence

Intangible assets – Customer relationships 39,746

Intangible assets – Tradename 492

Deferred tax asset 3,361

Other assets 693

Accrued compensation ( 3,577 )

1 unchanged sentence

Accounts payable, accrued expenses and other liabilities ( 9,025 )

Total 241,559

Lease liabilities ( 1,496 )

Total cash paid 82,465

Cash acquired ( 12,753 )

Deposits with clearing organizations acquired ( 18,147 )

Working capital adjustments 385

Purchase price, net of cash and deposits acquired and excluding working capital adjustments $ 190,000

For GAAP purposes, the acquired software development costs were amortized over a useful life of one year and the customer relationships will be amortized over a useful life of 13 years.

The goodwill recognized in connection with the NFI Acquisition is primarily attributable to the acquisition of an assembled workforce and expected synergies from the integration of the operations of the NFI Acquisition into the Company’s operations and its single business segment.

All of the goodwill recognized in connection with the NFI Acquisition is expected to be deductible for income tax purposes.

During the year ended December 31, 2021, the Company recognized $ 5.1 million in transaction costs incurred to effect the NFI Acquisition, which are included as a component of professional fees in the accompanying consolidated statements of income.

Working capital and other closing adjustments 10,368

Purchase price, net of cash acquired and excluding working capital and other closing adjustments $ 80,080

The acquired software development costs will be amortized over a useful life of one year , the acquired tradename will be amortized over a useful life of four years and the customer relationships will be amortized over a useful life of 13 years.

The goodwill recognized in connection with the Yieldbroker Acquisition is primarily attributable to the acquisition of an assembled workforce and expected future customers, future technology and synergies from the integration of the operations of Yieldbroker into the Company's operations and its single business segment.

All of the goodwill recognized in connection with the Yieldbroker Acquisition is expected to be deductible for income tax purposes.

During the year ended December 31, 2023, the Company recognized $ 2.3 million in transaction costs incurred to effect the Yieldbroker Acquisition, which are included as a component of professional fees in the accompanying consolidated statements of income.

During the year ended December 31, 2023, the Company also recognized $ 0.9 million in transaction costs incurred to effect the Yieldbroker Acquisition, which are included as a component of general and administrative expenses in the accompanying consolidated statements of income.

There were no acquisitions completed during the year ended December 31, 2022.

The NFI Acquisition was not material to the Company’s consolidated financial statements and therefore pro forma results of this acquisition have not been presented.

The Yieldbroker Acquisition was not material to the Company’s consolidated financial statements and therefore pro forma and current period results of this acquisition have not been presented.

On June 1, 2023, the Company entered into a foreign currency call option on Australian dollars, giving the Company an option to buy A$ 120.7 million, in order to partially mitigate the Company’s U.S.

dollar versus Australian dollar foreign exchange exposure on the then-anticipated payment of the Australian dollar denominated purchase price for the Yieldbroker Acquisition.

The counterparty on the foreign currency call option contract was an affiliate of LSEG.

On August 25, 2023, the Company unwound the out-of-the-money foreign currency call option and received $ 1.1 million from an affiliate of LSEG.

Realized losses on the Australian dollar call option during the year ended December 31, 2023 totaled $ 1.3 million, which is included within other income/loss in the accompanying consolidated statements of income .

See Note 15 – Fair Value of Financial Instruments for additional details.

On November 16, 2023, TWM LLC and the Corporation entered into a definitive agreement for TWM LLC to acquire all of the outstanding equity interests of R8FIN Holdings LP (together with its subsidiaries, “r8fin”) in exchange for total consideration of $ 125 million, consisting of $ 90 million in cash and $ 35 million in shares of Class A common stock of the Corporation, subject to working capital and other adjustments.

r8fin provides a suite of algorithmic-based tools as well as a thin-client execution management system (EMS) trading application to facilitate futures and cash trades.

The solutions complement Tradeweb’s existing Dealerweb Active Streams, Dealerweb Central Limit Order Book (CLOB), Tradeweb Request-for-Quote (RFQ) and Tradeweb AiEX (Automated Intelligent Execution) offerings.

The acquisition closed on January 19, 2024, following the satisfaction of closing conditions and regulatory reviews.

On the closing date, the Corporation issued a total of 374,601 shares of Class A common stock as partial consideration for the acquisition.

Software Development Costs

The components of software development costs, net of accumulated amortization are as follows:

The components of total software development costs, net of accumulated amortization are as follows:

December 31, 2023 December 31, 2022

Cost Accumulated

Amortization Net Carrying

Amount Cost Accumulated

Amortization Net Carrying

(in thousands)

Software development costs $ 308,482 $ 270,672

Accumulated amortization ( 166,649 ) ( 114,469 )

Software development costs, net of accumulated amortization $ 141,833 $ 156,203

Software development costs – Refinitiv Transaction $ 168,500 $ ( 98,292 ) $ 70,208 $ 168,500 $ ( 79,569 ) $ 88,931

Software development costs – Other 185,290 ( 124,166 ) 61,124 139,982 ( 87,080 ) 52,902

Total software development costs $ 353,790 $ ( 222,458 ) $ 131,332 $ 308,482 $ ( 166,649 ) $ 141,833

Capitalized software development costs and amortization expense are as follows:

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Amortization expense related to capitalized software development costs $ 55,810 $ 52,180 $ 47,116

(1) Software development costs capitalized does not include acquired software development costs.

(1) Software development costs capitalized does not include the $ 0.6 million and $ 0.8 million in acquired software development costs acquired in connection with the Yieldbroker and NFI acquisitions during the years ended December 31, 2023 and 2021, respectively.

See Note 4 – Acquisitions.

Non-capitalized software costs and routine maintenance costs are expensed as incurred and are included in employee compensation and benefits and professional fees on the consolidated statements of income.

The estimated annual future amortization for software development costs through December 31, 2027 is as follows:

The estimated annual future amortization for software development costs as of December 31, 2023 through December 31, 2028 is as follows:

(in thousands)

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2027 $ 14,071

2027 $ 14,042

Goodwill and Intangible Assets

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Balance at beginning of period $ 2,780,259 $ 2,780,259

Goodwill recognized in connection with the NFI Acquisition — 85,462

Goodwill recognized in connection with the Yieldbroker Acquisition 35,265 —

Balance at end of period $ 2,815,524 $ 2,780,259

The components of goodwill are as follows:

(in thousands)

Goodwill – Refinitiv Transaction $ 2,694,797 $ 2,694,797

Goodwill – Acquisitions and other 120,727 85,462

Total $ 2,815,524 $ 2,780,259

Intangible Assets

Intangible assets with an indefinite useful life consisted of the following as of December 31, 2022 and 2021:

Intangible assets with an indefinite useful life consisted of the following:

(in thousands)

Licenses $ 168,800 $ 168,800

Tradename 154,300 154,300

Licenses – Refinitiv Transaction $ 168,800 $ 168,800

Tradename – Refinitiv Transaction 154,300 154,300

Total $ 323,100 $ 323,100

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Customer relationships – Refinitiv Transaction 12 years $ 928,200 $ ( 406,088 ) $ 522,112 $ 928,200 $ ( 328,737 ) $ 599,463

Customer relationships - NFI Acquisition 13 years 101,285 ( 11,687 ) 89,598 101,285 ( 3,896 ) 97,389

Content and data 7 years 154,400 ( 93,743 ) 60,657 154,400 ( 71,686 ) 82,714

Customer relationships – Acquisitions 13 years 141,031 ( 20,497 ) 120,534 101,285 ( 11,687 ) 89,598

Content and data – Refinitiv Transaction 7 years 154,400 ( 115,800 ) 38,600 154,400 ( 93,743 ) 60,657

Tradename – Acquisitions 4 years 492 ( 41 ) 451 — — —

$ 1,224,123 $ ( 542,426 ) $ 681,697 $ 1,183,885 $ ( 434,167 ) $ 749,718

Amortization expense for definite-lived intangible assets during the years ended December 31, 2023, 2022 and 2021 was $ 108.3 million, $ 107.2 million and $ 103.3 million, respectively .

The estimated annual future amortization for definite-lived intangible assets through December 31, 2027 is as follows:

The estimated annual future amortization for definite-lived intangible assets as of December 31, 2023 through December 31, 2028 is as follows:

(in thousands)

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As of December 31, 2023 and 2022, one U.S.

lease was secured by a $ 0.5 million letter of credit issued under the Company’s Credit Facility (as defined in Note 17 – Commitments and Contingencies).

As of December 31 2020, this lease was secured by a letter of credit in the amount of $ 1.2 million, which was guaranteed by Refinitiv and during the year ended December 31, 2021, was replaced with the letter of credit issued under the Company’s Credit Facility.

lease was secured by a $ 0.5 million letter of credit issued under the Company’s 2023 and 2019 Revolving Credit Facility (as defined in Note 17 – Commitments and Contingencies), respectively.

Revenue Recognition

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Variable discounts or rebates on transaction fees or commissions are earned and applied monthly or quarterly, resolved within the same reporting period and are recorded as a reduction to revenue in the period the relevant trades occur.

The Company earns fees from Refinitiv relating to the sale of market data to Refinitiv, which redistributes that data.

Included in these fees, which are billed quarterly, are real-time market data fees which are recognized monthly on a straight-line basis, as Refinitiv receives and consumes the benefit evenly over the contract period, as the data is provided.

Also included in these fees are fees for historical data sets which are recognized when the historical data set is provided to Refinitiv.

Significant judgments used in accounting for this contract include the following determinations:

• The provision of real-time market data feeds and annual historical data sets are distinct performance obligations.

• The performance obligations under this contract are recognized over time from the initial delivery of the data feeds or each historical data set until the end of the contract term.

• The transaction price for the performance obligations is determined by using a market assessment analysis.

Inputs in this analysis include a consultant study which determined the overall value of the Company’s market data and pricing information for historical data sets provided by other companies.

Effective November 1, 2023, the Company amended and restated its market data agreement with an affiliate of LSEG (formerly referred to as Refinitiv), pursuant to which the Company will continue to earn fees relating to the sale of market data to LSEG, which distributes that data.

Included in these fees, which are billed quarterly, 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 contract period, as the data is provided.

Also included in these fees are fees for historical data sets, which are recognized when the historical data set is provided to LSEG.

Significant judgments used in accounting for the Company’s market data agreement with LSEG include the following determinations:

• The provision of real-time market data feeds and historical data sets are distinct performance obligations.

• The performance obligations under this contract are recognized over time from the initial delivery of the data feeds until the end of the contract term or at a point in time upon delivery of each historical data set.

• The transaction prices for the performance obligations were determined by using an adjusted market assessment analysis.

Inputs in this analysis included publicly available price lists for data sets provided by other companies, planned internal pricing strategies and other market data points and adjustments obtained through consultations with market data industry experts regarding estimating a standalone selling price for each performance obligation.

Some revenues earned by the Company have fixed fee components, such as monthly minimums or fixed monthly fees, and variable components, such as transaction-based fees.

5 unchanged sentences

Subscription fees 1,855 182,117 1,873 164,049 1,812 156,636

Refinitiv market data fees — 62,721 — 61,161 — 59,706

LSEG market data fees — 64,336 — 62,721 — 61,161

Other 1,112 10,455 862 9,007 821 9,663

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Revenue recognized ( 126,407 )

Deferred revenue acquired in connection with the Yieldbroker Acquisition 72

Effect of foreign currency exchange rate changes 61

Deferred revenue balance - December 31, 2023 $ 25,746

During the year ended December 31, 2022, the Company recognized $ 23.5 million in total revenue that was deferred as of December 31, 2021.

During the year ended December 31, 2021, the Company recognized $ 23.0 million in total revenue that was deferred as of December 31, 2020.

During the year ended December 31, 2023, the Company recognized into revenue all of the $ 22.8 million in deferred revenue that was deferred as of December 31, 2022.

During the year ended December 31, 2022, the Company recognized into revenue $ 23.5 million in deferred revenue that was deferred as of December 31, 2021.

The Corporation is subject to U.S.

federal, state and local income taxes with respect to its taxable income, including its allocable share of any taxable income of TWM LLC, and is taxed at prevailing corporate tax rates.

The Company’s actual effective tax rate will be impacted by the Corporation’s ownership share of TWM LLC, which is expected to continue to increase over time as Continuing LLC Owners redeem or exchange their LLC Interests for shares of Class A common stock or Class B common stock, as applicable, or the Corporation purchases LLC Interests from Continuing LLC Owners.

The Company’s actual effective tax rate will be impacted by the Corporation’s ownership share of TWM LLC, which will continue to increase as Continuing LLC Owners that continue to hold LLC Interests redeem or exchange their LLC Interests for shares of Class A common stock or Class B common stock, as applicable, or the Corporation purchases LLC Interests from such Continuing LLC Owners.

The Company’s consolidated effective tax rate will also vary from period to period depending on changes in the mix of earnings, tax legislation and tax rates in various jurisdictions.

The Company’s provision for income taxes includes U.S., federal, state, local and foreign taxes.

For the year ended December 31, 2023, total income before the provision for income taxes amounted to $ 548.0 million, consisting of $ 533.7 million in the United States and $ 14.3 million in foreign locations.

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Effective income tax rate 23.4 % 17.7 % 26.2 %

The effective tax rate for the years ended December 31, 2022 and 2021 differed from the U.S.

federal statutory rate of 21.0% primarily due to the state and local taxes including the tax impact of state apportionment rates changes on total tax expense as a result of the remeasurement of the Company’s net tax deferred asset, the effect of non-controlling interests and the tax impact of the exercise of equity compensation.

The effective tax rate for the year ended December 31, 2023 was approximately 23.4 %, compared with 17.7 % for the year ended December 31, 2022 and 26.2 % for the year ended December 31, 2021.

The effective tax rate for the year ended December 31, 2023 differed from the U.S.

federal statutory rate of 21.0% primarily due to the effect of non-controlling interests and the tax impact of the exercise of equity compensation, partially offset by state, local and foreign taxes.

federal statutory rate of 21.0% primarily due to state and local taxes net of the benefit related to the effect of non-controlling interest.

The effective tax rates for the years ended December 31, 2022 and 2021 differed from the U.S.

federal statutory rate of 21.0% primarily due to state and local taxes including the tax impact of state apportionment rates changes on total tax expense as a result of the remeasurement of the Company’s net tax deferred asset, the effect of non-controlling interests and the tax impact of the exercise of equity compensation.

The components of the Company’s net deferred tax asset (liability) are as follows:

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Total net deferred tax asset (liability) $ 663,483 $ 668,191

The Company expects to obtain an increase in its share of the tax basis of the assets of TWM LLC when LLC Interests are redeemed or exchanged by Continuing LLC Owners and in connection with certain other qualifying transactions.

This increase in tax basis may have the effect of reducing the amounts that the Corporation would otherwise pay in the future to various tax authorities.

The Company has obtained, and expects to obtain an increase in its share of the tax basis of the assets of TWM LLC when LLC Interests are redeemed or exchanged by Continuing LLC Owners and in connection with certain other qualifying transactions.

This increase in tax basis has had, and may in the future have, the effect of reducing the amounts that the Corporation would otherwise pay in the future to various tax authorities.

Pursuant to the Tax Receivable Agreement, the Corporation is required to make cash payments to the Continuing LLC Owners equal to 50 % of the amount of U.S.

3 unchanged sentences

The tax benefit has been recognized in deferred tax assets on the consolidated statement of financial condition.

As of December 31, 2022, the Company had tax effected U.S.

federal net operating loss carryforwards for income tax purposes of $ 43.1 million, state and local net operating loss carryforwards of $ 9.9 million, and foreign net operating loss carryforwards of $ 4.2 million.

As of December 31, 2023, the Company had no tax effected U.S.

federal net operating loss carryforwards for income tax purposes, state and local net operating loss carryforwards of $ 1.7 million, and foreign net operating loss carryforwards of $ 2.1 million.

If not utilized, the state and local net operating loss carryforwards will begin to expire in 2035.

federal net operating loss carryforwards and foreign net operating loss carryforwards can be carried forward indefinitely.

The foreign net operating loss carryforwards can be carried forward indefinitely.

The components of the Company’s uncertain tax positions are as follows:

4 unchanged sentences

Decrease in prior year tax positions —

Acquired tax positions —

Settlements ( 1,789 )

5 unchanged sentences

As a result of the Refinitiv Contribution, the Company assumed the tax liabilities of the contributed entity.

The contributed entity is under audit by the State of New Jersey for the tax years 2012 - 2015 and is appealing a tax assessment from an audit by the State of New Jersey for the tax years 2008 - 2011.

As of both December 31, 2022 and 2021, the tax liability related to the Refinitiv Contribution is $ 2.7 million and is included within accounts payable, accrued expenses and other liabilities on the consolidated statement of financial condition.

During the year ended December 31, 2023, the contributed entity reached an audit settlement with the State of New Jersey for the tax years 2008 - 2015.

As of December 31, 2023 and 2022, none and $ 2.7 million, respectively, is included in accounts payable, accrued expenses and other liabilities on the consolidated statements of financial condition relating to these tax liabilities.

The Company is indemnified by Refinitiv for these tax liabilities that were assumed by the Company as a result of the Refinitiv Contribution.

As of both December 31, 2022 and 2021, $ 2.7 million is included in other assets on the consolidated statement of financial condition related to this indemnification.

As of December 31, 2023 and 2022, none and $ 2.7 million, respectively, is included in receivable and due from affiliates on the consolidated statements of financial condition associated with this related party indemnification.

The above tax positions were recognized using the best estimate of the amount expected to be paid based on available information and assessment of all relevant factors.

12 unchanged sentences

As of December 31, 2023 and 2022, the tax receivable agreement liability on the consolidated statements of financial condition totaled $ 457.5 million and $ 425.7 million, respectively.

During the years ended December 31, 2022, 2021 and 2020, the Company recognized a tax receivable agreement liability adjustment o f $ 13.7 million, $ 12.7 million and $ 11.4 million , respectively, in the consolidated statements of income.

During the years ended December 31, 2023, 2022 and 2021, the Company recognized a tax receivable agreement liability adjustment o f $ 9.5 million of expense and $ 13.7 million and $ 12.7 million of income , respectively, in the consolidated statements of income.

Stockholders’ Equity

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See Note 13 – Stock-Based Compensation Plans for further details.

The following table details the movement in the Company’s outstanding shares of common stock during the period:

Class A Class B Class C Class D Total

Balance at December 31, 2020 98,075,465 96,933,192 3,139,821 30,871,381 229,019,859

Activities related to exchanges of LLC Interests 3,483,238 — ( 1,484,996 ) ( 1,998,242 ) —

Issuance of common stock from equity incentive plans 5,630,086 — — — 5,630,086

Share repurchases pursuant to share repurchase programs ( 901,968 ) — — — ( 901,968 )

Balance at December 31, 2021 106,286,821 96,933,192 1,654,825 28,873,139 233,747,977

Activities related to exchanges of LLC Interests 4,184,083 — 1,596,352 ( 5,780,435 ) —

Issuance of common stock from equity incentive plans 1,622,769 — — — 1,622,769

Share repurchases pursuant to share repurchase programs ( 1,347,067 ) — — — ( 1,347,067 )

Balance at December 31, 2022 110,746,606 96,933,192 3,251,177 23,092,704 234,023,679

Activities related to exchanges of LLC Interests 3,265,908 — 14,748,823 ( 18,014,731 ) —

Issuance of common stock from equity incentive plans 1,564,003 — — — 1,564,003

Share repurchases pursuant to share repurchase programs ( 485,730 ) — — — ( 485,730 )

Balance at December 31, 2023 115,090,787 96,933,192 18,000,000 5,077,973 235,101,952

LLC Interests

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In addition, the Corporation’s board of directors may, at its option, instead of the foregoing redemptions or exchanges of LLC Interests, cause the Corporation to make a cash payment equal to the volume weighted average market price of one share of Class A common stock for each LLC Interest redeemed or exchanged (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the TWM LLC Agreement.

April 2020 Follow-On Offering

In the second quarter of 2020, Tradeweb Markets Inc.

completed an underwritten follow-on offering of 12,835,245 shares of Class A Common stock at a public offering price of $ 50.25 per share, which included 1,674,162 shares of Class A common stock issued pursuant to the underwriters’ option to purchase additional shares of Class A common stock.

Tradeweb Markets Inc.

received net proceeds of $ 626.3 million, after deducting underwriting discounts and commissions but before deducting estimated offering expenses, which were used to purchase (i) 12,238,827 issued and outstanding LLC Interests from certain of the Bank Stockholders and certain executive officers (and the corresponding shares of Class C common stock and/or Class D common stock held by such holders were cancelled) and (ii) 596,418 issued and outstanding shares of Class A common stock from certain executive officers (which shares of Class A common stock were cancelled), at a purchase price per interest and share equal to the public offering price per share of $ 50.25 , less the underwriting discounts and commissions payable thereon.

Redemptions and Exchanges of LLC Interests

In addition to the April 2020 follow-on offering transaction described above, Continuing LLC Owners may, from time to time, exercise their redemption rights under the TWM LLC Agreement, pursuant to which LLC Interests are exchanged for newly-issued shares of Class A common stock.

Continuing LLC Owners may, from time to time, exercise their redemption rights under the TWM LLC Agreement, pursuant to which LLC Interests are exchanged for newly-issued shares of Class A common stock.

Simultaneously, and in connection with these exchanges, shares of Class C and/or Class D common stock are surrendered by Continuing LLC Owners and cancelled.

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The 2022 Share Repurchase Program does not require the Company to acquire a specific number of shares and may be suspended, amended or discontinued at any time.

During the year ended December 31, 2022, the Company acquired a total of 387,198 shares of Class A common stock, at an average price of $ 64.57 , for purchases totaling $ 25.0 million pursuant to the 2022 Share Repurchase Program.

During the years ended December 31, 2023 and 2022, the Company acquired a total of 485,730 and 387,198 shares of Class A common stock, at an average price of $ 72.48 and $ 64.57 , respectively, for purchases totaling $ 35.2 million and $ 25.0 million, respectively, pursuant to the 2022 Share Repurchase Program.

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.

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Stock-Based Compensation Plans

Under the Omnibus Equity Plan, the Company is authorized to issue up to 8,841,864 new shares of Class A common stock to employees, officers and non-employee directors.

Under this plan, the Company may grant awards in respect of shares of Class A common stock, including performance-based restricted stock units (“PRSUs”), stock options, restricted stock units (“RSUs”) and dividend equivalent rights.

The awards may have performance-based and time-based vesting conditions.

Under the Tradeweb Markets Inc.

2019 Omnibus Equity Incentive Plan, the Company is authorized to issue up to 8,841,864 new shares of Class A common stock to employees, officers and non-employee directors.

Under this plan, the Company may grant awards in respect of shares of Class A common stock, including performance-based restricted stock units, stock options, restricted stock units (“RSUs”) and dividend equivalent rights.

The awards may have performance-based and/or time-based vesting conditions.

Stock options have a maximum contractual term of 10 years.

On February 16, 2022, the Company announced that Mr.

Olesky would retire as Chief Executive Officer (“CEO”) of the Company, effective December 31, 2022.

As of the beginning of Mr.

Olesky’s six month notice period under our 2019 Omnibus Equity Incentive Plan, there were (i) approximately $ 6.7 million in total unamortized stock-based compensation associated with equity awards previously granted to Mr.

Olesky plus (ii) $ 5.0 million in unamortized stock-based compensation awards granted to Mr.

Olesky during 2022 that were accelerated and amortized into expense over a revised estimated service period that ended on August 11, 2022, the date that such six month notice period ended.

Olesky would retire as Chief Executive Officer (“CEO”) of the Company, effective December 31, 2022, resulting in an acceleration of the total unamortized stock-based compensation associated with equity awards granted to him.

The unamortized expense was accelerated over a revised estimated service period that ended on August 11, 2022, representing Mr.

Olesky’s required six month notice period under the Company’s 2019 Omnibus Equity Incentive Plan.

In addition, in December 2022, $ 5.5 million in stock-based compensation awards, relating to 2022 performance, were granted to Mr.

Olesky and immediately recognized into expense upon grant.

Of these amounts, $ 3.1 million represents regular amortization that would have been recognized through August 11, 2022 if Mr.

Olesky had not announced his retirement and $ 14.1 million represents accelerated stock-based compensation (the “CEO Retirement Accelerated Stock-Based Compensation Expense”).

Total amortization amounts disclosed were based on a 100 % multiplier achieved for the 2022 performance-based restricted stock units and were adjusted, up by $ 0.7 million, based on the final performance multiplier achieved for the year ended December 31, 2022.

During the year ended December 31, 2022, we incurred a total of $ 15.0 million in CEO Retirement Accelerated Stock-Based Compensation Expense and related payroll taxes which impacted the amounts disclosed below.

PRSUs (Equity-Settled)

PRSUs are promises to issue actual shares of Class A common stock which cliff vest on January 1 of the third calendar year from the calendar year of the date of grant.

The fair value of the equity-settled PRSUs is calculated on the grant date using the stock price of the Class A common stock.

During the year ended December 31, 2022, the Company recorded a total of $ 15.0 million in accelerated stock-based compensation expenses (“ CEO Retirement Accelerated Stock-Based Compensation Expense ”) and related payroll that would not have been recognized if Mr.

Olesky had not announced his retirement .

There was no CEO Retirement Accelerated Stock-Based Compensation Expense recorded during the year ended December 31, 2023.

Performance-based restricted stock units that are promises to issue actual shares of Class A common stock based on the financial performance of the Company are referred to as “PRSUs”.

PRSUs generally cliff vest on January 1 of the third calendar year from the calendar year of the date of grant.

The fair value of PRSUs is calculated on the grant date using the stock price of the Class A common stock.

The number of shares a participant will receive upon vesting is determined by a performance modifier, which is adjusted as a result of the financial performance of the Company in the grant year.

The performance modifier can vary between 0 % (minimum) and 200 % (maximum) of the target ( 100 %) award amount.

The performance modifier can vary between 0 % (minimum) and 200 % (maximum) of the target ( 100 %) award amount for awards granted during 2022 and prior years.

PRSUs granted during 2023 had a 250 % maximum performance modifier.

Compensation expense for PRSUs that cliff vest is recognized on a straight-line basis over the vesting period for the entire award.

The number of shares included in expense each period is based on management’s estimate of the probable final performance modifier for those grants, with such estimate updated each period until the performance modifier is finalized.

A summary of the Company’s outstanding equity-settled PRSUs is presented below:

Equity-Settled

A summary of the Company’s outstanding PRSUs is presented below:

PRSUs Weighted

Equity-settled PRSUs outstanding at December 31, 2021 2,655,598 $ 34.20

PRSUs outstanding at December 31, 2022 1,422,421 $ 58.78

Grants 326,050 $ 69.56

2 unchanged sentences

Forfeitures and adjustments ( 30,159 ) $ 78.32

Equity-settled PRSUs outstanding at December 31, 2022 1,422,421 $ 58.78

The following table summarizes information about equity-settled PRSU awards:

PRSUs outstanding at December 31, 2023 1,271,913 $ 74.34

The following table summarizes information about PRSU awards:

2023 2022 2021

(in thousands)

Equity-settled PRSU compensation expense $ 30,645 $ 30,633 $ 27,809

PRSU compensation expense $ 26,506 $ 30,645 $ 30,633

Income tax benefit $ ( 10,767 ) $ ( 34,711 ) $ ( 16,374 )

The weighted-average grant-date fair value of equity-settled PRSUs granted during the years ended December 31, 2022 and 2021 was $ 83.74 and $ 74.29 , respectively.

The total fair value of equity-settled PRSUs vested during the years ended December 31, 2022, 2021 and 2020 was $ 152.8 million, $ 67.4 million and $ 39.8 million, respectively.

The total fair value of PRSUs vested during the years ended December 31, 2023, 2022 and 2021 was $ 46.2 million, $ 152.8 million and $ 67.4 million, respectively.

Performance-based restricted stock units that are promises to issue actual shares of Class A common stock based on market conditions are referred to as “PSUs”.

PSUs cliff vest on January 1 of the third calendar year from the calendar year of the date of grant.

The number of shares a participant will receive upon vesting is determined by a performance modifier, which is adjusted as a result of the Company’s total shareholder return over a three-year performance period.

The performance modifier can vary between 0 % (minimum) and 250 % (maximum) of the target ( 100 %) award amount.

The grant date fair value of the PSUs, determined using the Monte Carlo simulation model, is recognized as compensation expense on a straight-line basis over the vesting period for the entire award, regardless of the number of shares received by the participant at vesting.

A summary of the Company’s outstanding PSUs is presented below:

PSUs Weighted

PSUs outstanding at December 31, 2022 — $ —

Grants 251,113 $ 98.33

Performance adjustment — $ —

Forfeitures and adjustments — $ —

PSUs outstanding at December 31, 2023 251,113

The following table summarizes information about PSU awards:

2023 2022 2021

(in thousands)

PSU compensation expense $ 7,043 $ — $ —

Income tax benefit $ ( 1,714 ) $ — $ —

There were no PSUs granted during the years ended December 31, 2022 and 2021.

The significant assumptions used to estimate the fair value of PSUs estimated using the Monte Carlo simulation model were as follows:

March 15, 2023 PSU Grant

Maturity (years) 2.8

Annualized Volatility 28.81 %

Risk-Free Interest Rate 3.77 %

Prior to the IPO, the Company granted the Special Option Award to management and other employees and granted additional options subsequent to the IPO in July 2019 and December 2019, in each case under the Option Plan (the “July 2019 Grants” and the “December 2019 Grants,” respectively).

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The weighted average remaining contractual life of all vested options outstanding as of December 31, 2023 was 4.9 years.

Beginning in 2020, the Company expanded its RSU grants under the Omnibus Equity Plan to employees.

Previously, RSU grants were limited to non-employee directors.

RSUs are promises to issue shares of Class A common stock at the end of a vesting period.

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RSUs granted to non-employee directors generally vest after one year .

The fair value of RSUs is calculated on the grant date using the stock price of the Class A common stock.

The grant-date fair value of RSUs are amortized into expense on a straight-line basis over the requisite service period for the entire award.

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The weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2022 and 2021 was $ 80.27 and $ 75.09 , respectively.

The total fair value of RSUs vested during the years ended December 31, 2022 and 2021 was $ 25.6 million and $ 12.5 million, respectively.

There were no RSUs that vested during the year ended December 31, 2020.

The total fair value of RSUs vested during the years ended December 31, 2023, 2022 and 2021 was $ 30.7 million, $ 25.6 million, and $ 12.5 million, respectively.

Compensation Expense

4 unchanged sentences

Total stock-based compensation expense $ 65,128 $ 66,644 $ 51,943

The stock-based compensation expense above excludes $ 0.9 million of stock-based compensation expense capitalized to software development costs during the year ended December 31, 2022.

The stock-based compensation expense above excludes $ 1.5 million and $ 0.9 million of stock-based compensation expense capitalized to software development costs during the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023, total unrecognized compensation expense related to unvested stock-based compensation arrangements and the expected recognition period are as follows:

Equity-Settled

PRSUs Options RSUs

PRSUs PSUs Options RSUs

(dollars in thousands)

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Accounts receivable $ 688 $ 70

Receivable from affiliates 6 3,313

Receivable and due from affiliates 192 2,728

Other assets 17 261

1 unchanged sentence

Deferred revenue 6,508 5,076

Payable to affiliates 1,414 4,860

Payable and due to affiliates 1,327 7,232

The following balances with such affiliates were included in the consolidated statements of income in the following line items:

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$ 2,380 $ 1,308 $ 923

Refinitiv market data fees (1)

LSEG market data fees (1)

64,336 62,721 61,161

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Occupancy 67 — —

(1) The Company maintains a market data license agreement with Refinitiv.

Under the agreement, the Company delivers to Refinitiv certain market data feeds which Refinitiv redistributes to its customers.

(1) The Company maintains a market data license agreement with an affiliate of LSEG (formerly referred to as Refinitiv).

Under the agreement, the Company delivers to LSEG certain market data feeds which LSEG distributes to its customers.

The Company earns license fees and royalties for these feeds.

(2) The Company maintains agreements with Refinitiv to provide the Company with certain real estate, payroll, benefits administration and other administrative services.

During the years ended December 31, 2022 and 2021, $ 3.1 million and $ 1.6 million of previously accrued expenses payable to affiliates of Refinitiv were waived and the liabilities were reversed through an increase to additional paid-in capital.

The Company engaged Blackstone Advisory Partners L.P., an affiliate of Blackstone, to provide certain financial consulting services in connection with the April 2020 follow-on offering for fees of $ 0.5 million, included as a component of the additional paid-in capital balance on the consolidated statements of financial condition and which fees were reimbursed by the underwriters.

(2) The Company maintains agreements with LSEG to provide the Company with certain real estate, payroll, benefits administration and other administrative services.

During the years ended December 31, 2023, 2022 and 2021, none , $ 3.1 million and $ 1.6 million, respectively of previously accrued expenses payable to affiliates of LSEG were waived and the liabilities were reversed through an increase to additional paid-in capital.

Fair Value of Financial Instruments

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As of December 31, 2023 (in thousands)

Cash equivalents – Money market funds $ 1,106,916 $ — $ — $ 1,106,916

Receivable from affiliates – Foreign currency forward contracts

Cash equivalents – Money market funds and other highly liquid investments $ 1,543,644 $ — $ — $ 1,543,644

Total assets measured at fair value $ 1,543,644 $ — $ — $ 1,543,644

Payable to affiliates – Foreign currency forward contracts $ — $ 1,002 $ — $ 1,002

Payable and due to affiliates – Foreign exchange derivative contracts $ — $ 775 $ — $ 775

Total liabilities measured at fair value $ — $ 775 $ — $ 775

As of December 31, 2022

Cash equivalents – Money market funds $ 654,553 $ — $ — $ 654,553

Receivable from affiliates – Foreign currency forward contracts

— 3,019 — 3,019

Cash equivalents – Money market funds and other highly liquid investments $ 1,106,916 $ — $ — $ 1,106,916

Total assets measured at fair value $ 1,106,916 $ — $ — $ 1,106,916

Payable to affiliates – Foreign currency forward contracts $ — $ — $ — $ —

Payable and due to affiliates – Foreign exchange derivative contracts

$ — $ 1,002 $ — $ 1,002

Total liabilities measured at fair value $ — $ 1,002 $ — $ 1,002

The Company’s money market funds are classified within level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.

The valuation for the Company’s foreign currency forward contracts is primarily based on the difference between the exchange rate associated with the forward contract and the exchange rate at the current period end.

Foreign currency forward contracts are categorized as Level 2 in the fair value hierarchy.

The Company’s cash equivalents are classified within level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.

The Company enters into foreign currency forward contracts to mitigate its U.S.

dollar and British pound sterling v ersus euro exposure, generally with a duration of less than 12 months.

As of December 31, 2022 and 2021, the counterparty on each of the foreign currency forward contracts was an affiliate of Refinitiv and therefore the corresponding liabilities and receivables on such contracts were included in payable to affiliates and receivable from affiliates, respectively, on the accompanying consolidated statements of financial condition.

dollar and British pound sterling versus euro exposure, generally with a duration of less than 12 months.

The valuations for the Company’s foreign currency forward contracts are primarily based on the difference between the exchange rate associated with the contract and the exchange rate at the current period end for the tenor of the contract.

Foreign currency forward contracts are categorized as Level 2 in the fair value hierarchy.

As of December 31, 2023 and 2022 , the counterparty on each of these foreign exchange derivative contracts was an affiliate of LSEG and therefore the corresponding assets or liabilities on such contracts were included in receivable and due from affiliates or payable and due to affiliates, respectively, on the accompanying consolidated statements of financial condition.

The following table summarizes the aggregate U.S.

d ollar equivalent notional amount of the Company’s foreign currency forward contracts not designated as hedges for accounting purposes:

d ollar equivalent notional amount of the Company’s foreign exchange derivative contracts not designated as hedges for accounting purposes:

(in thousands)

Foreign currency forward contracts – Gross notional amount $ 192,877 $ 162,845

The total realized and unrealized gains (losses) on foreign currency forward contracts recorded within general and administrative expenses in the consolidated statements of income are as follows:

The Company’s foreign exchange derivative contracts are not designated as hedges for accounting purposes and changes in the fair value of these contracts during the period are recognized in the consolidated statements of income.

The total realized and unrealized gains (losses) on foreign exchange derivative contracts recorded within the consolidated statements of income are as follows:

2023 2022 2021

(in thousands)

Foreign currency forward contracts not designated in accounting hedge relationship $ 4,871 $ 9,008 $ ( 6,269 )

Foreign currency forward contracts not designated in accounting hedge relationship – General and administrative (expenses)/income $ 792 $ 4,871 $ 9,008

Foreign currency call option contract not designated in accounting hedge relationship – Other income/(loss) (1)

$ ( 1,289 ) $ — $ —

(1) On June 1, 2023, the Company entered into a foreign currency call option on Australian dollars, in order to partially mitigate the Company’s U.S.

dollar versus Australian dollar foreign exchange exposure on the then anticipated payment of the Australian dollar denominated purchase price for the Yieldbroker Acquisition.

On August 25, 2023, the Company unwound the out-of-the-money foreign currency call option and received $ 1.1 million.

See Note 4 – Acquisitions for additional details.

Financial Instruments Not Measured at Fair Value

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Total $ 752,641 $ 200,630 $ 549,585 $ 2,426 $ 752,641

Securities sold under agreements to repurchase (1)

$ 21,612 $ — $ 21,612 $ — $ 21,612

Payable to brokers and dealers and clearing organizations 351,864 — 351,864 — 351,864

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Total $ 331,933 $ 175,219 $ 154,308 $ 2,406 $ 331,933

Securities sold under agreements to repurchase $ — $ — $ — $ — $ —

Payable to brokers and dealers and clearing organizations 11,264 — 11,264 — 11,264

Total $ 11,264 $ — $ 11,264 $ — $ 11,264

(1) As of December 31, 2023, Treasury securities with a fair value of $ 21.6 million collateralized the securities sold under agreements to repurchase liability.

The liability amount presented represents the gross liability and is not offset on the consolidated statement of financial condition.

The securities sold under agreements to repurchase liability were subsequently settled on January 2, 2024.

The carrying value of financial instruments not measured at fair value classified within level 1 or level 2 of the fair value hierarchy approximates fair value because of the relatively short term nature of the underlying assets or liabilities.

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Included in other assets on the consolidated statements of financial condition are equity investments without readily determinable fair values of $ 8.9 million and $ 20.0 million as of December 31, 2023 and 2022, respectively.

During the year ended December 31, 2022, the Company recognized losses totaling $ 1.0 million, included in income (loss) from investments in the consolidated statements of income, related to the write-off of an investment that was determined to be uncollectible.

During the year ended December 31, 2023, and as of December 31, 2023, the Company recorded an impairment on its equity investment totaling $ 11.1 million, as the investment’s carrying amount exceeded its fair value.

The investment impairment is included in other income (loss) in the consolidated statements of income.

The investment’s fair value was determined using a discounted cash flow model, using primarily Level 3 inputs.

Significant unobservable inputs included a discount rate of 20 % and a perpetual growth rate of 3.0 %.

During the year ended December 31, 2022, the Company recognized losses totaling $ 1.0 million included in other income (loss) in the consolidated statements of income, related to the write-off of an investment that was determined to be uncollectible.

Cash and cash equivalents includes cash and highly liquid investments held by a limited number of global financial institutions, including cash amounts in excess of federally insured limits.

To mitigate this concentration of credit risk, the Company invests through high-credit-quality financial institutions, monitors the concentration of credit exposure of investments with any single obligor and diversifies as determined appropriate.

In the normal course of business the Company, as agent, executes transactions with, and on behalf of, other brokers and dealers.

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However, from time to time, the Company enters into repurchase and/or reverse repurchase agreements to facilitate the clearance of securities relating to fails to deliver or receive.

We seek to manage credit exposure related to these agreements to repurchase (or reverse repurchase), including the risk related to a decline in market value of collateral (pledged or received), by entering into agreements to repurchase with overnight or short-term maturity dates and only entering into repurchase transactions with netting members of the Fixed Income Clearing Corporation (“FICC”).

The Company seeks to manage credit exposure related to these agreements to repurchase (or reverse repurchase), including the risk related to a decline in market value of collateral (pledged or received), by entering into agreements to repurchase with overnight or short-term maturity dates and only entering into repurchase transactions with netting members of the Fixed Income Clearing Corporation (“FICC”).

The FICC operates a continuous net settlement system, whereby as trades are submitted and compared, the FICC becomes the counterparty.

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As of December 31, 2023 and 2022, the Company maintained an allowance for credit losses with regard to these receivables of $ 0.3 million and $ 0.1 million, respectively.

For the years ended December 31, 2023 and 2021 credit loss expense was $ 208,000 and $ 13,000 , respectively.

For the year ended December 31, 2022, recoveries resulted in a reversal of credit loss expense of $ 14,000 .

For the years ended December 31, 2021 and 2020 the Company recognized a credit loss expense of $ 13,000 and $ 105,000 , respectively.

These costs are included in general and administrative expenses in the consolidated statements of income.

Commitments and Contingencies

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Plaintiffs filed their brief in reply in further support of their appeal on December 14, 2022.

The parties have requested oral argument on the appeal, which request is currently pending, and no date for oral argument has yet been set.

The Company intends to vigorously defend the District Court’s decision on appeal and assert its meritorious defenses to the allegations.

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.

Additionally, the Company was dismissed from a class action relating to an interest rate swaps matter in 2017, but that matter continues against the remaining defendant financial institutions.

3 unchanged sentences

Revolving Credit Facility

On April 8, 2019, the Company entered into a five year , $ 500.0 million senior secured revolving credit facility (“Credit Facility”) with a syndicate of banks.

The Credit Facility was subsequently amended on November 7, 2019.

The Credit Facility provides additional borrowing capacity to be used to fund ongoing working capital needs, letters of credit and for general corporate purposes, including potential future acquisitions and expansions.

Under the terms of the credit agreement that governs the Credit Facility, borrowings under the 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 1.0% and (iii) one month LIBOR plus 1.0 %, in each case plus 0.75 %, or (b) LIBOR plus 1.75 %, subject to a 0.00 % floor.

The credit agreement also includes a commitment fee of 0.25 % for available but unborrowed amounts and other administrative fees that are payable quarterly.

The Credit Facility is available until April 2024, provided the Company is in compliance with all covenants.

On November 21, 2023, the Company entered into a five year , $ 500.0 million unsecured revolving credit facility (the “2023 Revolving Credit Facility”) with a syndicate of banks, which replaced its $ 500.0 million secured credit facility entered into on April 8, 2019 and as amended on March 31, 2023 (the “2019 Revolving Credit Facility”).

The 2019 Revolving Credit Facility had a scheduled maturity date of April 2024, but was terminated on November 21, 2023 in conjunction with entering into the 2023 Revolving Credit Facility.

There were no outstanding borrowings under the 2019 Revolving Credit Facility at the time of termination and no penalties were due or owing and no penalties were required to be paid as a result of the termination.

The 2023 Revolving Credit Facility provides borrowing capacity to be used to fund ongoing working capital needs, letters of credit and for general corporate purposes, including potential future acquisitions and expansions.

Subject to the satisfaction of certain conditions, the Company is able to increase the 2023 Revolving Credit Facility by $ 250.0 million with the consent of the lenders participating in the increase.

Borrowings under the 2023 Revolving Credit Facility may be, at the option of the Company, in US Dollars, Euros or Sterling.

The 2023 Revolving Credit Facility also provides for the issuance of up to $ 5.0 million of letters of credit as well as borrowings on same-day notice, referred to as swingline loans, in an amount of up to $ 50.0 million.

On November 21, 2023, the closing date, the $ 0.5 million letters of credit outstanding under the 2019 Revolving Credit Facility were rolled over under the 2023 Revolving Credit Facility.

The 2023 Revolving Credit Facility will mature on November 21, 2028.

Borrowings under the 2023 Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) a base rate equal to the greatest of (i) the administrative agent’s prime rate, (ii) the federal funds effective rate plus ½ of 1.00 % and (iii) one month Term SOFR plus 1.00 % plus a credit adjustment spread of 0.10 %, in each case plus a margin based on the Company’s consolidated net leverage ratio ranging from 0.25 % to 0.75 %, or (b) a rate equal to (i) in the case of borrowings in US Dollars, Term SOFR plus a credit adjustment spread of 0.10 %, subject to a 0.00 % floor, (ii) in the case of borrowings in Sterling, SONIA subject to a 0.00 % floor, and (iii) in the case of borrowings in Euros, EURIBOR, subject to a 0.00 % floor, in each case plus a margin based on the Company’s consolidated net leverage ratio ranging from 1.25 % to 1.75 %.

The agreement also includes a commitment fee of 0.25 % for available but unborrowed amounts and other administrative fees that are payable quarterly.

Financial covenant requirements include maintaining minimum ratios related to interest coverage and leverage.

As of both December 31, 2022 and 2021, there were $ 0.5 million in letters of credit issued under the Revolving Credit Facility and no borrowings outstanding.

As of both December 31, 2023 and 2022, there were $ 0.5 million in letters of credit issued under the 2023 and 2019 Revolving Credit Facility, respectively and no borrowings outstanding.

Other Commitments

On March 31, 2023, the Company entered into a joint venture agreement (the “JV Agreement”) with subsidiaries of Bloomberg Inc.

and MarketAxess Holdings Inc.

to jointly establish and fund an independent company (the “CTP JV”) for the purpose of participating in the public procurement procedure to become the fixed income consolidated tape (“CTP”) provider in the European Union.

The CTP JV was to be incorporated prior to the European Securities and Markets Authority (“ESMA”) tender process and in accordance with project planning.

The operation of the CTP JV was contingent upon selection through the ESMA tender process and regulatory approvals.

In December 2023, the joint venture agreement was terminated.

Earnings Per Share

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Distributed and undistributed earnings allocated to unvested RSUs and unsettled vested PRSUs (1)

( 467 ) ( 244 ) —

Net income attributable to outstanding shares of Class A and Class B common stock - Basic and Diluted 364,399 309,094 226,828

3 unchanged sentences

Dilutive effect of RSUs 257,076 241,721 294,652

Dilutive effect of PSUs 6,428 — —

Weighted average shares of Class A and Class B common stock outstanding - Diluted 212,668,808 208,400,040 207,254,840

1 unchanged sentence

Earnings per share - Diluted $ 1.71 $ 1.48 $ 1.09

(1) During the year ended December 31, 2022, there was a total of 193,441 weighted average unvested RSUs and unsettled vested PRSUs that were considered a participating security for purposes of calculating earnings per share in accordance with the two-class method.

There were none during the years ended December 31, 2021 and 2020.

(1) During the years ended December 31, 2023 and 2022, there was a total of 270,249 and 193,441 , respectively, weighted average unvested RSUs and unsettled vested PRSUs that were considered a participating security for purposes of calculating earnings per share in accordance with the two-class method.

There were none during the year ended December 31, 2021.

LLC Interests held by Continuing LLC Owners are redeemable in accordance with the TWM LLC Agreement, at the election of such holders, for shares of Class A or Class B common stock, as applicable, of Tradeweb Markets Inc.

The potential dilutive effect of LLC Interests are evaluated under the if-converted method.

The potential dilutive effect of PRSUs, shares underlying options and RSUs are evaluated under the treasury stock method.

The following table summarizes the PRSUs, shares underlying options, RSUs and weighted-average LLC Interests that were anti-dilutive for the periods indicated.

The potential dilutive effect of PRSUs, shares underlying options, RSUs and PSUs are evaluated under the treasury stock method.

The following table summarizes the PRSUs, shares underlying options, RSUs, PSUs and weighted-average LLC Interests that were anti-dilutive for the periods indicated.

As a result, these shares, which were outstanding, were excluded from the computation of diluted earnings per share for the periods indicated:

1 unchanged sentence

Anti - dilutive Shares:

Equity-settled PRSUs — — —

Options — — —

4 unchanged sentences

Regulatory Capital Requirements

TWL, DW, TWD and EA are subject to the Uniform Net Capital Rule 15c3-1 under the Exchange Act.

TEL and TESL are subject to certain financial resource requirements with the FCA in the UK, TWJ is subject to certain financial resource requirements with the FCA in Japan and TWEU and TESBV are subject to certain finance resource requirements with the AFM in the Netherlands.

At December 31, 2022 and 2021, the regulatory capital requirements and regulatory capital for TWL, DW, TWD, TEL, TWJ, TWEU, TESL, EA and TESBV are as follows:

As of December 31, 2022 TWL

(in thousands)

Regulatory Capital $ 41,933 $ 131,026 $ 44,094 $ 59,904 $ 7,320 $ 8,794 $ 1,607 $ 1,677

Regulatory Capital Requirement 3,669 3,574 775 32,589 1,695 4,517 904 801

Excess Regulatory Capital $ 38,264 $ 127,452 $ 43,319 $ 27,315 $ 5,625 $ 4,277 $ 703 $ 876

As of December 31, 2021 TWL

TWL, DW and TWD are subject to the Uniform Net Capital Rule 15c3-1 under the Exchange Act.

TEL and TESL are subject to certain financial resource requirements with the FCA in the UK, TWJ is subject to certain financial resource requirements with the FCA in Japan, TWEU and TESBV are subject to certain finance resource requirements with the AFM in the Netherlands, YB is subject to certain financial resource requirements with ASIC in Australia and TDIFC is subject to certain financial resource requirements with DFSA in the Dubai International Financial Centre.

At December 31, 2023 and 2022, the regulatory capital requirements and regulatory capital for these entities are as follows:

December 31, 2023 December 31, 2022

Regulatory Capital Regulatory Capital Requirement Excess Regulatory Capital Regulatory Capital Regulatory Capital Requirement Excess Regulatory Capital

(in thousands)

Regulatory Capital $ 33,566 $ 61,379 $ 22,784 $ 84,636 $ 7,932 $ 7,626 $ 1,760 $ 212,572

Regulatory Capital Requirement 3,424 2,931 652 36,136 1,184 3,272 1,272 78

Excess Regulatory Capital $ 30,142 $ 58,448 $ 22,132 $ 48,500 $ 6,748 $ 4,354 $ 488 $ 212,494

(1) In November 2022, EA merged with and into DW with DW being the surviving entity.

TWL $ 50,243 $ 2,856 $ 47,387 $ 41,933 $ 3,669 $ 38,264

DW 156,318 3,579 152,739 131,026 3,574 127,452

TWD 46,976 850 46,126 44,094 775 43,319

TEL 78,127 37,907 40,220 59,904 32,589 27,315

TWJ 6,963 2,029 4,934 7,320 1,695 5,625

TWEU 11,912 5,447 6,465 8,794 4,517 4,277

TESL 1,813 955 858 1,607 904 703

TESBV 1,683 843 840 1,677 801 876

YB 5,261 1,070 4,191 — — —

TDIFC 250 39 211 — — —

As SEFs, TW SEF and DW SEF are required to maintain adequate financial resources and liquid financial assets in accordance with CFTC regulations.

The required and maintained financial resources and liquid financial assets at December 31, 2023 and 2022 are as follows:

As of December 31, 2022 As of December 31, 2021

December 31, 2023 December 31, 2022

Financial Resources Required Financial Resources Excess Financial Resources Financial Resources Required Financial Resources Excess Financial Resources

(in thousands)

Financial Resources $ 30,837 $ 14,714 $ 30,063 $ 15,999

Required Financial Resources 12,500 8,080 11,000 6,770

Excess Financial Resources $ 18,337 $ 6,634 $ 19,063 $ 9,229

Liquid Financial Assets $ 15,566 $ 9,493 $ 15,283 $ 10,014

Required Liquid Financial Assets 3,125 2,020 2,750 1,693

Excess Liquid Financial Assets $ 12,441 $ 7,473 $ 12,533 $ 8,321

TW SEF $ 43,286 $ 12,500 $ 30,786 $ 30,837 $ 12,500 $ 18,337

DW SEF 13,309 8,669 4,640 14,714 8,080 $ 6,634

December 31, 2023 December 31, 2022

Liquid Financial Assets Required Liquid Financial Assets Excess Liquid Financial Assets Liquid Financial Assets Required Liquid Financial Assets Excess Liquid Financial Assets

(in thousands)

TW SEF $ 22,068 $ 3,125 $ 18,943 $ 15,566 $ 3,125 $ 12,441

DW SEF 7,935 2,167 5,768 9,493 2,020 7,473

Business Segment and Geographic Information

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The Company operates in the U.S.

and internationally, primarily in the Europe and Asia regions.

and internationally, primarily in the Europe, Asia and Australia regions.

Revenues are attributed to geographic area based on the jurisdiction where the underlying transactions take place.

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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 8. Financial Statements and Supplementary Data