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Item 9A. Controls and Procedures

2024-02-09 compared with 2023-02-24 · 46 added, 54 removed, 155 unchanged (39% of the section changed)

21 unchanged sentences

OTHER INFORMATION.

On February 21, 2023, Tradeweb Markets LLC, a subsidiary of the Company, entered into a new employment agreement with William Hult in connection with his appointment as Chief Executive Officer of the Company effective as of January 1, 2023 (the “Agreement”), which Agreement amends and restates his existing employment agreement in its entirety.

The key terms of the Agreement are generally described below.

This description is meant to be a summary and not a full description of all of the terms of the Agreement, which are incorporated herein by reference.

A copy of the Agreement is attached as Exhibit 10.30 to this Annual Report on Form 10-K.

The Agreement provides for an initial three-year term, with automatic annual renewals unless either party provides 90 days prior notice of termination.

Pursuant to the Agreement, Mr.

Hult is entitled to an annual base salary of $750,000 and is eligible for an annual cash bonus with a target bonus opportunity equal to 300% of his annual base salary subject to his employment on the last date of the calendar year, each effective as of January 1, 2023.

The annual bonus will be based upon Company performance and other criteria for such fiscal year as determined by the board of directors of the Company (the “Board”) or the Compensation Committee of the Board in consultation with Mr.

In addition, Mr.

Hult will be entitled to:

(1) participate in health and other group insurance and other employee benefit plans and programs of the Company, and (2) reimbursement in an amount up to $30,000 for fees and expenses incurred in connection with the negotiation of the Agreement, net of withholding taxes.

Pursuant to the Agreement, Mr.

Hult is entitled to the following if he is terminated without Cause or as a result of a Company nonrenewal of the Agreement, or if he resigns for Good Reason (as such terms are defined in the Agreement) (each, a “Qualifying Termination”):

(1) cash severance equal to two times the sum of (A) his base salary at the rate in effect immediately prior to the date of termination and (B) the average annual bonus earned by Mr.

Hult for the two calendar years ending immediately prior to the year of termination, payable in equal installments on the Company’s regular payroll dates during the 24-month period following the date of termination (such period, the “Severance Period”) (this (A) and (B), the “Severance Amount”), (2) a prorated bonus for the year of termination based on the actual performance of the Company for the full year (the “Prorated Bonus”), (3) any earned but unpaid annual bonus for the prior completed fiscal year of the Company (the “Earned Bonus”) and (4) reimbursement for a portion of the cost of COBRA premiums for continued health benefits for Mr.

Hult and his dependents for the Severance Period (“Medical Benefit Continuation”).

In addition, if a Qualifying Termination occurs during the three-month period preceding or the twelve-month period following the date of a Change in Control (as defined in the Tradeweb Markets Inc.

2019 Omnibus Equity Incentive Plan (the “Omnibus Equity Plan”)), Mr.

Hult will be entitled to the following, in lieu of the amounts set forth in the immediately preceding sentence:

(1) cash severance equal to two and one-half times the sum of (A) his base salary at the rate in effect immediately prior to the date of termination and (B) the average annual bonus earned by Mr.

Hult for the two calendar years ending immediately prior to the year of termination, payable in equal installments on the Company’s regular payroll dates during the 30-month period following the date of termination (such period, the “CIC Severance Period”) (this (A) and (B), the “CIC Severance Amount”), (2) the Prorated Bonus, (3) the Earned Bonus and (4) reimbursement for a portion of the cost of COBRA premiums for continued health benefits for Mr.

Hult and his dependents for the CIC Severance Period (the “CIC Medical Benefit Continuation”).

Hult’s entitlement to the Severance Amount or CIC Severance Amount, as applicable, the Prorated Bonus and the Medical Benefit Continuation or CIC Medical Benefit Continuation, as applicable, will in each case be subject to Mr.

Hult’s execution and nonrevocation of a release of claims and his continued compliance with the restrictive covenants set forth in the Agreement, which includes covenants of nondisclosure of confidential information, noncompetition, nonsolicitation, and nondisparagement.

If any of the payments or benefits provided to Mr.

Hult pursuant to the Agreement or otherwise would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and be subject to excise tax, such amounts will be subject to a “net best” excise tax adjustment.

In addition, Mr.

Hult will be eligible for equity awards in the ordinary course under the Omnibus Equity Plan, which typically occur annually in March.

The equity awards to be granted to Mr.

Hult in March of 2023 under the Omnibus Equity Plan will include (1) restricted stock units that vest based on continuous service (“RSUs”) based on a value of $3,000,000, (2) performance-vesting restricted stock units that vest based on achievement of Company financial goals (“PRSUs”) based on a value of $3,000,000, and (3) a new form of performance-vesting restricted stock units that will vest based on the Company’s total shareholder return over a three-year performance period, beginning on January 1, 2023 (the “PSUs”) based on a value of $3,000,000.

In connection with the Agreement, the Compensation Committee has agreed that, for Mr.

Hult, his future equity awards, including his 2023 grants, will provide for the following:

(1) on a Qualifying Termination event, (A) Mr.

Hult will be entitled to retain a pro-rated portion of his PSU and PRSU award, notwithstanding his termination and regardless of when the termination occurs during the performance period, which award will continue to settle on the scheduled settlement date, and (B) his RSUs which vest solely based on continuous service will fully vest and will continue to settle on the scheduled settlement date, and (2) on his retirement, his PSUs will fully vest and will continue to settle on the scheduled settlement date.

As disclosed by the Company on the Current Report on Form 8-K filed by the Company on July 13, 2022, Thomas Pluta was appointed as President of the Company effective as of January 1, 2023.

It has been determined that in his position as President, Mr.

Pluta will be entitled to an annual base salary of $700,000 and will be eligible for an annual cash bonus as determined each year by the Compensation Committee in consultation with the Chief Executive Officer.

Pluta will also be eligible for equity awards in the ordinary course under the Omnibus Equity Plan.

In consideration of his transition and forfeiture of compensation from his prior employer, his service in 2022, and his new position as President, it has been determined that, in March of 2023, Mr.

Pluta will receive grants of RSUs based on a value of $2,050,000 and PRSUs based on a value of $2,050,000.

In addition, in March of 2023, Mr.

Pluta, along with certain other executives, is expected to receive a one-time award of PSUs which, for Mr.

Pluta, is expected to be based on a value of $2,600,000.

(b) Securities Trading Plans of Executive Officers and Director s

The following table describes trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, as defined in Item 408 of Regulation S-K (“Rule 10b5-1 trading arrangements”), adopted, modified or terminated by our executive officers and directors during the three months ended December 31, 2023.

Name and Title Action Date Aggregate Number of Securities to be Purchased or Sold Scheduled Expiration Date (1)

Douglas Friedman General Counsel and Secretary

Adoption November 24, 2023 Sale of an amount equal to up to:

(A) 26,232 shares of Class A common stock to be issued upon the exercise of options in accordance with the terms of the Rule 10b5-1 trading arrangement and (B) (i) 5,955 shares of Class A common stock to be issued upon the vesting on March 15, 2024 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 15, 2024 in settlement of dividend equivalent rights in respect of the 5,955 shares subject to the restricted stock units that accrued during the award’s vesting period of March 15, 2021 - March 15, 2024, as applicable, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date.

Justin Peterson

Chief Technology Officer

November 30, 2023 Sale of an amount equal to up to:

(A) 10,000 shares of Class A common stock to be issued upon the exercise of options in accordance with the terms of the Rule 10b5-1 trading arrangement, (B) (i) 14,832 shares of Class A common stock to be issued upon the vesting on January 1, 2024 of previously awarded performance-based restricted stock units, plus (ii) the number of shares issued upon vesting on January 1, 2024 in settlement of dividend equivalent rights in respect of the 14,832 shares subject to the performance-based restricted stock units that accrued during the award’s vesting period of March 15, 2021 – January 1, 2024, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, and (C) (i) 11,152 shares of Class A common stock to be issued upon the vesting on March 15, 2024 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 15, 2024 in settlement of dividend equivalent rights in respect of the 11,152 shares subject to the restricted stock units that accrued during the award’s vesting period of March 15, 2021 – March 15, 2024, as applicable, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date.

September 25, 2024

(1) The Rule 10b5-1 trading arrangement may also expire on such earlier date as all such transactions under the trading arrangement are completed or at such time as such trading arrangement is otherwise terminated in accordance with its terms.

During the three months ended December 31, 2023, none of our directors or executive officers adopted , modified or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

43 unchanged sentences

Exhibit Number Description of Exhibit

10.6.2 Amendment No.

2, dated as of March 31, 2023, by and between Tradeweb Markets LLC and Citibank, N.A., as administrative agent, relating to the Credit Agreement, dated as of April 8, 2019, among Tradeweb Markets LLC, the lenders party thereto and Citibank, N.A., as administrative agent, collateral agent, issuing bank and swing line lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 4, 2023 (File No.

10.7 Security Agreement, dated as of April 8, 2019, among the grantors identified therein and Citibank, N.A., as collateral agent (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No.

10.8† Employment Agreement by and between Lee Olesky and Tradeweb Markets LLC (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No.

333-230115)).

10.8† Employment Agreement by and between William Hult and Tradeweb Markets LLC (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No.

32 unchanged sentences

001-38860)) .

10.23* Amendment to Second Amended & Restated Market Data Agreement, dated July 24, 2020, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.)

10.24*++ Second Amendment to the Second Amended & Restated Market Data Agreement, dated March 26, 2021, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.)

10.25*++ Third Amendment to the Second Amended & Restated Market Data Agreement, dated April 21, 2021, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.)

10.26*++ Fourth Amendment to the Second Amended & Restated Market Data Agreement, dated September 9, 2021, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.)

10.22 Amendment to Second Amended & Restated Market Data Agreement, dated July 24, 2020, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.) (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No.

10.23++ Second Amendment to the Second Amended & Restated Market Data Agreement, dated March 26, 2021, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.) (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No.

Exhibit Number Description of Exhibit

10.27* Fifth Amendment to the Second Amended & Restated Market Data Agreement, dated August 1, 202 1, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.)

10.28*++ Sixth Amendment to the Second Amended & Restated Market Data Agreement, dated September 13, 2022, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.)

10.29*++ Amended and Restated Fourth Amendment to the Second Amended & Restated Market Data Agreement, dated February 1, 2023, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.)

10.30*† Amended and Restated Employment Agreement, dated as of February 21, 2023, by and between William Hult and Tradeweb Markets LLC.

10.24++ Third Amendment to the Second Amended & Restated Market Data Agreement, dated April 21, 2021, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.) (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No.

10.25++ Fourth Amendment to the Second Amended & Restated Market Data Agreement, dated September 9, 2021, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.) (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No.

10.26 Fifth Amendment to the Second Amended & Restated Market Data Agreement, dated August 1, 2021, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.) (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No.

10.27++ Sixth Amendment to the Second Amended & Restated Market Data Agreement, dated September 13, 2022, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.) (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No.

10.28++ Amended and Restated Fourth Amendment to the Second Amended & Restated Market Data Agreement, dated February 1, 2023, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.) (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No.

10.29† Amended and Restated Employment Agreement, dated as of February 21, 2023, by and between William Hult and Tradeweb Markets LLC (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No.

10.30† Tradeweb Markets Inc.

2019 Omnibus Equity Incentive Plan Performance Stock Unit Award Agreement (Form of PSU Agreement for Mr.

Hult) (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No.

10.31† Tradeweb Markets Inc.

2019 Omnibus Equity Incentive Plan 2023 Performance Stock Unit Award Agreement (Form of PSU Agreement for other Executive Officers) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2023 (File No.

10.32† Tradeweb Markets Inc.

2019 Omnibus Equity Incentive Plan 2023 PRSU Award Agreement (Form of PRSU Agreement for Mr.

Hult) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2023 (File No.

10.33† Tradeweb Markets Inc.

2019 Omnibus Equity Incentive Plan 2023 PRSU Award Agreement (Form of PRSU Agreement for other Executive Officers) (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2023 (File No.

10.34† Tradeweb Markets Inc.

2019 Omnibus Equity Incentive Plan 2023 Restricted Stock Unit Award Agreement (Form of RSU Agreement for Mr.

Hult) (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2023 (File No.

10.35† Tradeweb Markets Inc.

2019 Omnibus Equity Incentive Plan 2023 Restricted Stock Unit Award Agreement (Form of RSU Agreement for other Executive Officers) (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2023 (File No.

10.36*++ Master Data License Agreement, effective as of November 1, 2023, between Tradeweb Markets LLC, Refinitiv US LLC and Refinitiv US Organization LLC and related Data Schedules, as of November 1, 2023.

10.37 Credit Agreement, dated as of November 21, 2023, by and among Tradeweb Markets LLC, the lenders party thereto, Citibank, N.A., as administrative agent, issuing bank and swing line lender, and Citigroup Global Markets Inc., J.P.

Morgan Chase Bank, N.A.

and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 21, 2023 (File No.

21.1* List of Subsidiaries of Tradeweb Markets Inc.

1 unchanged sentence

31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit Number Description of Exhibit

31.2* Certification of Chief Financial Officer pursuant to Rule 13a‑14(a) or 15d‑14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

3 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1*† Tradeweb Markets Inc.

Omnibus Clawback Policy, effective as of October 2, 2023.

101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document.

30 unchanged sentences

February 9, 2024

/s/ Troy Dixon

February 9, 2024

/s/ Catherine Johnson

February 9, 2024

/s/ Lee Olesky

Catherine Johnson

February 9, 2024

6 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures