TW 8-K Current Reports

Material AgreementsSecurities & ListingRegulation FD+1

Tradeweb Markets 8-K Report, Financial Results (Oct 29, 2026)

Tradeweb Markets Inc. (Nasdaq: TW) reported third quarter 2026 results on October 29, 2026, in a press release furnished as Exhibit 99.1 under Item 2.02. Total revenue was $584.5 million, up 14.9% year over year (15.4% on a constant currency basis). Net income was $224.9 million and adjusted net income was $238.8 million, with diluted EPS of $0.94 and adjusted diluted EPS of $1.02. Adjusted EBITDA was $318.9 million, a 54.5% margin. Average daily volume reached $3.2 trillion, up 22.4%, with quarterly ADV records in municipal bonds. Growth was broad across asset classes. Rates revenue rose 18.2% to $324.5 million, credit revenue rose 9.6% to $133.0 million, and equities revenue rose 28.8% to $38.4 million. Market data revenue rose 19.6%, driven by amendments to the LSEG market data license agreement. Operating expenses increased 11.0% to $331.1 million, reflecting higher compensation, technology investment, and professional fees tied partly to acquisition activity. Other revenue fell 17.3%, mainly due to lower digital asset revenue from Canton Network validation. The company also announced a definitive agreement to acquire Trumid Holdings, LLC for a total purchase price of approximately $1.97 billion, with a $1.89 billion cash component expected to be funded primarily from cash on hand and targeted to close in the first half of 2027. The Board declared a quarterly dividend of $0.14 per share, payable December 15, 2026. The company updated full-year 2026 guidance, including adjusted expenses of $1,155 to $1,175 million, trending toward the middle of the range.

Oct 29, 2026 8-K

Tradeweb Markets 8-K Report, Material Agreement (Oct 19, 2026)

Tradeweb Markets Inc. (Nasdaq: TW) disclosed on October 19, 2026 that its subsidiary Tradeweb Markets LLC entered into an Equity Purchase Agreement and Agreement and Plan of Merger to acquire Trumid Holdings, LLC, a financial technology company and electronic credit trading marketplace. The purchase price is $1.970 billion, consisting of cash consideration of $1.888 billion, subject to customary adjustments, and equity consideration of $82.0 million paid in 733,900 LLC Units issued to rollover holders. The press release describes the price as $1.75 billion for the business and approximately $220 million for tax assets being acquired. The transaction is structured as a Blocker Purchase followed by a merger of Merger Sub into Trumid, with Trumid surviving as a wholly-owned subsidiary. Closing is subject to conditions including HSR waiting-period expiration, a UK Competition and Markets Authority review condition, FINRA approval, and the absence of a material adverse effect on Trumid. The company is targeting closing in the first half of 2027, and either party may terminate if closing has not occurred by October 19, 2027, extendable to a maximum of 24 months after signing. Tradeweb would owe Trumid a $105 million termination fee in certain circumstances. Management states the acquisition is expected to be accretive to adjusted earnings per share within the first full year after closing, with accretion increasing as expense synergies are realized. The cash portion is expected to be funded primarily through cash on hand. The company also amended the LLC Agreement's definition of "Assumed Tax Rate" and will report third-quarter 2026 results on October 29, 2026.

Oct 19, 2026 8-K

Shareholder MattersCorporate Changes

Tradeweb Markets 8-K Report, Financial Results (Jul 30, 2026)

Tradeweb Markets Inc. (Nasdaq: TW) reported second quarter 2026 results in an 8-K furnished under Item 2.02, with the full press release attached as Exhibit 99.1. Revenues were $558.9 million, up 9.0% (8.3% on a constant currency basis) from the prior year period. Net income was $206.7 million, up 17.8%, and adjusted net income was $228.1 million, up 10.7%. Diluted EPS was $0.85 and adjusted diluted EPS was $0.97. Adjusted EBITDA was $304.1 million, with a 54.4% margin versus 54.2% a year earlier. Average daily volume reached $3.0 trillion, up 18.2%, with quarterly ADV records in rates futures, fully electronic U.S. high yield credit, convertibles/swaps/options and repurchase agreements. Growth was broad across asset classes. Rates revenue rose 10.2% to $302.5 million, credit rose 3.3% to $128.4 million, equities rose 13.5% to $38.9 million, and money markets rose 5.6% to $44.0 million. Market data revenue increased 22.6% to $37.3 million, which the company attributed mainly to amendments to its LSEG market data license agreement effective November 2025. International revenue was $245.1 million, up 13.9%. Operating expenses were roughly flat at $313.7 million, as higher technology costs were offset by lower general and administrative expenses tied to a decline in foreign exchange losses. The company repurchased 1,908,308 Class A shares for $188.9 million during the quarter, leaving $334.3 million of repurchase authorization. The Board declared a quarterly dividend of $0.14 per share, payable September 15, 2026. Full-year 2026 guidance was unchanged, including adjusted expenses of $1,100 to 1,160 million, trending toward the top half of the range.

Jul 30, 2026 8-K

Tradeweb Markets 8-K Report, Rights Modification (May 20, 2026)

Tradeweb Markets Inc. (TW) filed this Form 8-K to report results from its 2026 Annual Meeting of Stockholders, held May 19, 2026, and to disclose amendments to its Amended and Restated Certificate of Incorporation. Stockholders approved two charter amendments: an exculpation amendment eliminating monetary liability of certain officers in limited circumstances (with other technical and clean-up changes), and a federal forum selection provision designating the federal district courts of the United States as the exclusive forum for complaints arising under the Securities Act of 1933, unless the Company consents to an alternative forum. The Company filed a Certificate of Amendment and then a Restated Certificate of Incorporation with the Delaware Secretary of State on May 19, 2026, both effective upon filing. The Restated Certificate integrates the prior charter and the amendments without further substantive changes. At the meeting, stockholders elected Class I directors Scott Ganeles, Catherine Johnson and Daniel Maguire to three-year terms expiring at the 2029 annual meeting, ratified Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026, and approved, on an advisory basis, the compensation of named executive officers. Vote tallies for each proposal are disclosed in the filing. The Exculpation Amendment and Federal Forum Selection Amendment were both approved, though the Exculpation Amendment received a noticeably higher number of votes against than the Federal Forum Selection Amendment. For investors, the filing is primarily governance-related and does not disclose financial results, new financing, or operational developments. The most material items are the charter changes affecting officer liability exculpation and securities-claim forum selection, along with the reaffirmed auditor appointment and director elections.

May 20, 2026 8-K

Earnings & ResultsOther EventsExhibits & Filings

Tradeweb Markets 8-K Report, Financial Results (Apr 29, 2026)

Tradeweb Markets Inc. (Nasdaq: TW) reported first quarter 2026 results in an 8-K filed April 29, 2026, furnishing a press release as Exhibit 99.1 under Item 2.02. Revenue was $617.8 million, up 21.2% (17.5% on a constant currency basis) from the prior year period. Net income was $233.2 million, up 38.5%, and diluted EPS was $0.96 versus $0.69. Adjusted net income was $255.1 million, up 24.0%, and adjusted EBITDA was $339.7 million at a 55.0% margin. Average daily volume reached $3.3 trillion, up 31.4%, with quarterly ADV records in several rates, credit, equities and money markets products. Growth was broad across asset classes. Rates revenue rose 29.7% to $344.2 million, and equities revenue rose 31.5% to $41.3 million. Credit revenue rose 11.5% to $138.2 million, although average cash credit variable fees per million fell 14.7%, which the company attributed to minimum fee floors, dealer migration to fixed-fee plans and product mix. Market data revenue declined 4.6% to $36.9 million, primarily due to amendments to the LSEG market data license agreement effective November 1, 2025. The Board declared a quarterly dividend of $0.14 per share, payable June 15, 2026. Management raised its adjusted expense guidance for full-year 2026 to $1,100 to $1,160 million, trending toward the top half of the range, citing strong first-quarter revenue growth. Other guidance items, including depreciation and amortization, the non-GAAP tax rate, capital expenditures and LSEG market data contract revenue, were unchanged. The filing also highlights frontier initiatives, including a strategic partnership with and minority investment in Kalshi, a $31 million Series B round led in Crossover Markets, and on-chain repo activity on the Canton Network.

Apr 29, 2026 8-K

Tradeweb Markets 8-K Report, Financial Results (Feb 5, 2026)

Tradeweb Markets Inc. (Nasdaq: TW) reported fourth quarter and full year 2025 results on February 5, 2026, with quarterly revenues of $521.2 million, up 12.5% (9.9% on a constant currency basis), and full-year total revenues of $2.1 billion, up 18.9% (17.5% on a constant currency basis). Quarterly net income was $367.1 million and diluted EPS was $1.51, while adjusted diluted EPS was $0.87. Average daily volume reached $2.8 trillion in the quarter, up 23.3%, and the company cited quarterly ADV records in several product areas. Full-year net income was $921.5 million, which includes $270.9 million of non-operating gains on Canton Coin holdings. Quarterly other income of $207.1 million was driven primarily by gains of $205.4 million on Canton Coin holdings, which are excluded from all non-GAAP measures. On February 5, 2026, the Board approved a new share repurchase program authorizing up to $500 million of Class A common stock, to begin once the existing 2022 program ($300.0 million authorization) is exhausted. As of February 5, 2026, $23.2 million remained under the 2022 program. The new program has no termination date and may be suspended, amended or discontinued at any time. The Board also declared a quarterly cash dividend of $0.14 per share, a 16.7% increase from the prior year, payable March 16, 2026. The company's 2026 guidance includes adjusted expenses of $1,100 to 1,160 million and cash capital expenditures and capitalized software development of approximately $107 to 117 million.

Feb 5, 2026 8-K

Material Agreements

Tradeweb Markets 8-K Report, Material Agreement (Jan 6, 2026)

Tradeweb Markets LLC, a wholly owned subsidiary of Tradeweb Markets Inc. (the Company), entered into a series of amendments effective as of November 1, 2025 (the Amendments) with Refinitiv US LLC and Refinitiv US Organization LLC (the LSEG Parties) to their master data license agreement, effective as of November 1, 2023. The amendments were executed on December 31, 2025. Under the amended and restated Data Schedules 1, 2, 4 and 5, Tradeweb Markets will continue licensing certain market data, including real-time feeds, for multiple fixed income and derivatives products to the LSEG Parties and their affiliates. Compensation is either fixed license fees or, in some cases, fees based on a percentage of revenue generated by the LSEG subscriber. Data Schedule 3 had automatically terminated effective October 31, 2024. The initial license period runs from November 1, 2025 through October 31, 2028 and automatically renews for up to two additional two-year periods unless either party gives notice of non-renewal at least 180 days before expiration. Each schedule also includes an option, on notice from either party, for a twelve-month transition period after the applicable term to allow an orderly transition of market data distribution arrangements. All other terms of the Master Data Agreement remain in effect. The LSEG Parties are affiliates of London Stock Exchange Group plc (LSEG), which is the indirect controlling stockholder of the Company. The filing notes that LSEG affiliates have various other relationships with the Company and refers to the 2025 proxy statement for details. The full Amendments and Restated Data Schedules will be filed as exhibits to the Company's Form 10-K for the fiscal year ended December 31, 2025.

Jan 6, 2026 8-K

Earnings & ResultsMaterial AgreementsExhibits & Filings

Tradeweb Markets 8-K Report, Material Agreement (Oct 30, 2025)

Tradeweb Markets Inc. (Nasdaq: TW) reported third quarter 2025 results on October 30, 2025, with total revenues of $508.6 million, up 13.3% (11.3% on a constant currency basis) from the prior year period. Net income was $210.5 million and diluted EPS was $0.86, compared with $0.53 a year earlier. Adjusted EBITDA was $274.4 million, a 54.0% adjusted EBITDA margin, and average daily volume reached a record $2.6 trillion, up 11.8%, with record ADV in several product areas including mortgages and municipal bonds. The company also disclosed an agreement-in-principle with Refinitiv US LLC and Refinitiv US Organization LLC (affiliates of London Stock Exchange Group plc, the indirect controlling stockholder) to renew the data schedules under the master data license agreement for an additional three-year term. The renewal is expected to apply retrospectively to November 1, 2025 and remains subject to definitive documentation and Board approval. On October 29, 2025, Tradeweb delivered notice to commence a 12-month transition period while the renewal is finalized. For full-year 2025, updated guidance calls for adjusted expenses of $1,000 to $1,025 million and LSEG market data contract revenue of approximately $92 million, including approximately $22 million for the fourth quarter. The Board declared a quarterly cash dividend of $0.12 per share, payable December 15, 2025, and the company held $1.9 billion in cash and cash equivalents at September 30, 2025.

Oct 30, 2025 8-K

Shareholder MattersExhibits & Filings

Tradeweb Markets 8-K Report, Financial Results (Jul 30, 2025)

Tradeweb Markets Inc. (Nasdaq: TW) reported second quarter 2025 results on July 30, 2025, as furnished under Item 2.02 and detailed in Exhibit 99.1. Total revenue was $513.0 million, up 26.7% year over year (24.7% on a constant currency basis). Net income was $175.5 million and net income attributable to Tradeweb Markets Inc. was $153.8 million, with diluted EPS of $0.71. Adjusted net income was $206.1 million and adjusted diluted EPS was $0.87. Adjusted EBITDA was $277.9 million, with an adjusted EBITDA margin of 54.2%. Average daily volume reached $2.6 trillion, up 32.7%, with record ADV in several products including U.S. government bonds, U.S. swaps/swaptions under one year, and global repurchase agreements. Growth was broad across asset classes. Rates revenue rose 26.2% to $274.5 million, credit revenue rose 11.7% to $124.3 million, equities revenue rose 49.8% to $34.3 million, and money markets revenue rose 130.7% to $41.6 million, with the money markets increase reflecting the August 1, 2024 acquisition of ICD. Operating expenses rose 29.1% to $313.1 million, driven by higher employee compensation, a $14.6 million increase in foreign exchange losses, and higher depreciation and amortization. The company ended the quarter with $1.6 billion in cash and cash equivalents and an undrawn $500 million credit facility, and it declared a quarterly dividend of $0.12 per share. The company revised its full-year 2025 guidance, raising the adjusted expenses range to $1,000 to $1,050 million, trending toward the middle of the range, to reflect strong business momentum and accelerated investments in future growth initiatives. Other guidance items, including depreciation and amortization, the assumed non-GAAP tax rate, capital expenditures, and LSEG market data contract revenue, were unchanged from the prior quarter. No shares were repurchased during the second quarter, and $179.9 million remained available under the repurchase authorization.

Jul 30, 2025 8-K

Tradeweb Markets 8-K Report, Shareholder Vote Results (May 21, 2025)

On May 20, 2025, Tradeweb Markets Inc. held its 2025 Annual Meeting of Stockholders, at which stockholders voted on the matters described in the company's definitive Proxy Statement on Schedule 14A filed March 27, 2025. Stockholders elected four Class III directors, Steven Berns, William Hult, Lisa Opoku and Rana Yared, each to a three-year term expiring at the 2028 Annual Meeting. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and approved, on an advisory basis, the compensation of the named executive officers. The votes on the directors and the auditor were lopsided in favor. Lisa Opoku drew the most withheld votes among the nominees, at 50,496,333, while the other three nominees had between 5,279,649 and 7,486,780 withheld. The say-on-pay proposal received 1,133,780,032 votes for and 9,131,679 against, with 13,535 abstentions. The filing reports no financial results or other business developments. Its only exhibit is the cover page Interactive Data File embedded in the Inline XBRL document.

May 21, 2025 8-K

Tradeweb Markets 8-K Report, Financial Results (Apr 30, 2025)

Tradeweb Markets Inc. (Nasdaq: TW) reported first quarter 2025 financial results on April 30, 2025, via a press release furnished as Exhibit 99.1 under Item 2.02. Total revenue was $509.7 million, up 24.7% (25.8% on a constant currency basis) from $408.7 million in the prior-year period. Net income was $168.3 million and net income attributable to Tradeweb Markets Inc. was $148.4 million, with diluted EPS of $0.69 (versus $0.59). Adjusted net income was $205.7 million and adjusted diluted EPS was $0.86, while adjusted EBITDA was $278.2 million, representing a 54.6% adjusted EBITDA margin. Average daily volume reached $2.5 trillion, up 33.7% year over year, with record ADV reported in several products, including U.S. government bonds, European government bonds, mortgages, and credit swaps. Money Markets revenue grew 160.3%, driven in part by the August 1, 2024 acquisition of ICD, while Market Data revenue rose 33.4%, partly reflecting $8.4 million from the periodic delivery of historical data sets. Operating expenses increased 26.8% to $305.6 million, mainly due to higher employee compensation, depreciation and amortization, and a $8.6 million increase in foreign exchange losses. The company ended the quarter with $1.3 billion in cash and cash equivalents and an undrawn $500 million credit facility. It declared a quarterly cash dividend of $0.12 per share, payable June 16, 2025, and did not repurchase shares during the quarter, leaving $179.9 million available under its repurchase authorization. Full-year 2025 guidance was left unchanged, including adjusted expenses of $970 to $1,030 million.

Apr 30, 2025 8-K

Tradeweb Markets 8-K Report, Executive Changes (Mar 7, 2025)

Tradeweb Markets Inc. (Nasdaq: TW) filed this Form 8-K to report two items. Under Item 5.02, the Board of Directors appointed Rich Repetto as a Class II director effective March 6, 2025, and as a member of the Audit and Risk Committee effective the same date. Refinitiv Parent Limited, identified as the company's controlling stockholder, designated Mr. Repetto under its director designation right in the Stockholders Agreement dated April 8, 2019. He will receive an annual cash retainer of $100,000, an annual restricted stock unit award valued at $150,000, and a $15,000 cash retainer for Audit and Risk Committee service, all prorated for service days under the company's non-employee director compensation program. Mr. Repetto brings more than 25 years of experience covering electronic trading and financial technology companies. He was Managing Director and Senior Research Analyst at Piper Sandler Corporation from January 2020 to June 2023, and a Principal at its predecessor, Sandler O'Neill and Partners, from November 2003 to January 2020. He is currently employed by Cornerstone Financial Technology Management and serves on the board and audit committee of Interactive Brokers Group, Inc. The company will also enter into its standard director and officer indemnification agreement with him. Under Item 7.01, the company furnished a press release dated March 7, 2025 announcing the appointment, which the filing states is furnished rather than filed for Section 18 purposes. The filing contains no financial results, guidance, or operating metrics.

Mar 7, 2025 8-K

Tradeweb Markets 8-K Report, Financial Results (Feb 6, 2025)

Tradeweb Markets Inc. (Nasdaq: TW) furnished a press release as Exhibit 99.1 to this Item 2.02 Form 8-K, announcing results for the quarter and full year ended December 31, 2024. For 4Q24, revenues were $463.3 million, up 25.2% (25.5% on a constant currency basis), and net income was $159.9 million, up 54.2%. Adjusted net income was $181.2 million, up 19.2%, and diluted EPS was $0.66 versus $0.42 a year earlier. Adjusted EBITDA was $244.7 million with a 52.8% margin, compared with $195.9 million and 53.0% in the prior-year quarter. Average daily volume reached $2.3 trillion, up 36.7%, with records in U.S. government bonds, mortgages, global repurchase agreements and money markets. For full-year 2024, total revenue increased 29.0% to $1.7 billion, marking the company's 25th consecutive year of record annual revenues. Net income rose 35.9% to $570.0 million, diluted EPS was $2.33, and adjusted diluted EPS was $2.92, up 29.2%. Free cash flow was $808.9 million, up 18.2%. The Board declared a quarterly cash dividend of $0.12 per share, a 20.0% increase from the prior year, payable March 17, 2025. The company also provided 2025 guidance, including adjusted expenses of $970 to 1,030 million, cash capital expenditures and capitalized software development of about $99 to 109 million, an assumed non-GAAP tax rate of about 24.5% to 25.5%, and LSEG market data contract revenue of about $90 million. Management noted that money markets revenue rose 166.5% in the quarter, driven in part by the August 1, 2024 acquisition of ICD.

Feb 6, 2025 8-K

Tradeweb Markets 8-K Report, Executive Changes (Dec 17, 2024)

Tradeweb Markets Inc. (Nasdaq: TW) filed this Form 8-K to report an executive management change. Director Troy Dixon resigned from the Board of Directors effective December 31, 2024, with the filing stating the resignation was not due to any disagreement with the Company. Effective January 2025, Mr. Dixon will be appointed Co-Head of Global Markets, alongside Enrico Bruni, the Company's current Managing Director, Head of Europe and Asia Business, who will also serve as Co-Head of Global Markets. The newly created co-head roles report to CEO Billy Hult, and Mr. Bruni and Mr. Dixon will share responsibility for overseeing execution of the Company's global markets strategy. Per the press release, this includes pursuing both organic and inorganic growth opportunities across products, geographies and the Company's four client channels. Mr. Dixon will also join the Tradeweb Executive Committee. According to the press release, Mr. Dixon was most recently Founder and Chief Investment Officer of Hollis Park Partners LP. Hult stated that the roles reflect substantial growth driven by accelerated adoption of electronic trading, entry into new markets and channels, and selected acquisitions. The filing does not disclose changes to financial results or guidance.

Dec 17, 2024 8-K

Tradeweb Markets 8-K Report, Financial Results (Oct 30, 2024)

Tradeweb Markets Inc. (Nasdaq: TW) reported results for the quarter ended September 30, 2024 in a press release furnished as Exhibit 99.1 to this Form 8-K. Revenues were $448.9 million, up 36.7% year over year (36.5% on a constant currency basis), and average daily volume (ADV) reached $2.2 trillion, up 55.3%. Net income was $130.2 million and adjusted net income was $179.3 million, with diluted EPS of $0.53 and adjusted diluted EPS of $0.75. Adjusted EBITDA was $239.8 million, a 53.4% adjusted EBITDA margin, compared with 51.9% in the prior-year period. The company cited record quarterly ADV in U.S. government bonds, fully electronic U.S. high yield credit, credit derivatives and global repurchase agreements, and it attributed part of the growth to the acquisitions of ICD, r8fin and Yieldbroker. Operating expenses rose 42.2% to $289.6 million, driven mainly by higher employee compensation, headcount growth, and the August 1, 2024 ICD acquisition. The quarter also included $2.4 million of accelerated stock-based compensation tied to an executive departure and $1.4 million of compensation expense from the acceleration of ICD seller stock awards. Management raised its full-year 2024 adjusted expense guidance to $855 million to $875 million, trending toward the middle of the range, while leaving other guidance items unchanged. Capital position included $1.2 billion in cash and cash equivalents and an undrawn $500 million credit facility at September 30, 2024. The company repurchased $25.0 million of Class A shares during the quarter, with $214.8 million remaining under its authorization, and the Board declared a quarterly dividend of $0.10 per share payable December 16, 2024. Trailing twelve-month free cash flow was $797.4 million, up 23.6% from the prior-year period.

Oct 30, 2024 8-K

Regulation FDOther EventsExhibits & Filings

Tradeweb Markets 8-K Report, Executive Changes (Sep 19, 2024)

Tradeweb Markets Inc. (Nasdaq: TW) filed this Current Report on Form 8-K to disclose that its Board of Directors appointed Daniel Maguire as a Class I director, effective September 18, 2024. Mr. Maguire will serve until the annual meeting of stockholders to be held in 2026, or until his successor is elected and qualified, or his earlier death, resignation, retirement, disqualification or removal. He was designated by Refinitiv Parent Limited, the Company's controlling stockholder, under a director designation right in the Stockholders Agreement dated April 8, 2019. Mr. Maguire is Group Head of LSEG Markets and CEO of LCH Group, and has been a member of the London Stock Exchange Group Executive Committee since October 2017. The filing states that he will not receive any compensation for his board service. The Company will enter into its standard form of indemnification agreement with him, which was previously filed as Exhibit 10.16 to the Company's Form S-1 registration statement. The Company also furnished a press release dated September 19, 2024, announcing the appointment under Item 7.01 (Regulation FD Disclosure). That information is furnished rather than filed for purposes of Section 18 of the Exchange Act. The press release describes Tradeweb as a global operator of electronic marketplaces for rates, credit, equities and money markets, serving more than 2,800 clients in more than 70 countries, and facilitating more than $1.7 trillion in notional value traded per day over the past four fiscal quarters.

Sep 19, 2024 8-K

Tradeweb Markets 8-K Report, Regulation FD Disclosure (Aug 1, 2024)

Tradeweb Markets Inc. (Nasdaq: TW) reported on August 1, 2024 that it completed its acquisition of the Institutional Cash Distributors (ICD) business, an investment technology provider for corporate treasury organizations trading short-term investments. The acquisition was funded with cash on hand for a base purchase price of $785 million, subject to customary adjustments for cash, indebtedness, net working capital and transaction expenses. The Purchase and Sale Agreement was originally dated April 5, 2024, and the Buyer, Tradeweb Markets LLC, acquired all outstanding equity interests of ICD Holdco and the two Blockers. The filing states that Tradeweb adds corporate treasury professionals as a fourth client channel, alongside institutional, wholesale and retail clients, and cites access to a $2+ billion addressable market. The company expects the acquisition to be accretive to its adjusted earnings per share over the next 12 months. ICD is described as one of the largest U.S. institutional money market fund portals, serving more than 500 corporate treasury organizations across 65 industries and more than 45 countries. In connection with the closing, Tradeweb also issued and sold $4.5 million of Class A common stock to an equityholder of the ICD Seller, as restricted stock subject to vesting and forfeiture terms under its 2019 Omnibus Equity Incentive Plan. The accompanying press release notes that ICD clients will be able to access Tradeweb's product suite for yield, duration and FX-related needs over time.

Aug 1, 2024 8-K

Tradeweb Markets 8-K Report, Financial Results (Jul 25, 2024)

Tradeweb Markets Inc. (Nasdaq: TW) reported financial results for the quarter ended June 30, 2024 in a press release furnished as Exhibit 99.1 under Item 2.02 of this Form 8-K. Total revenue was $404.95 million, up 30.4% (30.8% on a constant currency basis) from $310.61 million in the prior year period. Net income was $136.42 million, up 33.8%, and diluted EPS was $0.55 versus $0.42. Average daily volume reached $1.9 trillion, up 48.3%, with quarterly records in U.S. government bonds, fully electronic U.S. high yield credit and global repurchase agreements. Adjusted EBITDA was $216.53 million, a 53.5% margin, compared with $163.06 million and 52.5% a year earlier. Operating expenses rose 24.8% to $242.46 million, driven mainly by higher incentive compensation and headcount, and included $2.9 million of incremental cash compensation and $0.3 million of accelerated stock-based compensation tied to the departure of an executive effective September 30, 2024. The company updated full-year 2024 guidance, raising Adjusted Expenses to $830 million to $860 million and cash capital expenditures and capitalized software development to $77 million to $85 million, citing strong business momentum, the anticipated ICD closing and recent management changes. The Board declared a quarterly dividend of $0.10 per share, payable September 16, 2024. The filing also highlights the pending $785 million acquisition of Institutional Cash Distributors (ICD), expected to close in the third quarter of 2024 and funded with cash on hand, which would add Corporates as a fourth client channel. Cash and cash equivalents were $1.7 billion at June 30, 2024, alongside an undrawn $500 million credit facility. No shares were repurchased in the second quarter, and $239.8 million remained available under the repurchase authorization.

Jul 25, 2024 8-K

Leadership ChangesExhibits & Filings

Tradeweb Markets 8-K Report, Executive Changes (Jun 20, 2024)

Tradeweb Markets Inc. (TW) filed this Form 8-K to disclose organizational changes. Under Item 5.02, the company determined on June 17, 2024 that the employment of Thomas Pluta, President, will terminate effective September 30, 2024, and he will also resign from the Board of Directors on that date. The filing states his resignation is not due to any disagreement with the Company. Mr. Pluta is entitled to severance payments and benefits under the Company's Executive Severance Policy, and to vesting and settlement of his equity awards under the 2019 Omnibus Equity Incentive Plan, consistent with a termination other than for cause. Under Item 7.01, the company issued a press release dated June 20, 2024 (Exhibit 99.1) announcing the changes. The release states that Amy Clack will join in August 2024 as Chief Administrative Officer and a member of the Executive Committee, overseeing operations, business integration, risk and corporate services. The release also says that in the near term, the U.S. institutional teams will report to Enrico Bruni, Head of Europe and Asia Business, and the wholesale and retail teams will report to CEO Billy Hult. The release describes recent operating activity, including record trading volumes, share gains in many products, Q1 revenues, new offices in Dubai and Miami, and a pending acquisition of ICD, described as the company's third announced acquisition in the past year. Item 7.01 information is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Jun 20, 2024 8-K

Tradeweb Markets 8-K Report, Executive Changes (Jun 11, 2024)

Tradeweb Markets Inc. filed this Form 8-K on June 11, 2024 to report a board change. The filing states that Murray Roos resigned from the Board of Directors of Tradeweb Markets Inc. on June 10, 2024, effective that same date. The filing explicitly states that the resignation was not due to any disagreement with the Company, and the Company thanked Mr. Roos for his service on the Board. The filing contains no financial results, operating metrics, guidance, or transaction details. Its only substantive disclosure under Item 5.02 is the director departure, and it includes no information about a successor or replacement. The only exhibit listed is the Cover Page Interactive Data File, embedded within the Inline XBRL document. For investors, the filing is a routine governance notice with no stated financial impact. Its significance is limited to a change in board composition.

Jun 11, 2024 8-K

Shareholder MattersExhibits & Filings

Tradeweb Markets 8-K Report, Shareholder Vote Results (May 13, 2024)

On May 10, 2024, Tradeweb Markets Inc. held its 2024 Annual Meeting of Stockholders and reported the final results of four proposals voted on at the meeting, as described in its March 28, 2024 definitive proxy statement. Stockholders elected four Class II directors, Jacques Aigrain, Balbir Bakhshi, Paula Madoff and Thomas Pluta, each to a three-year term expiring at the 2027 Annual Meeting. Each nominee received more votes for than withheld, with Thomas Pluta receiving the most support (1,135,788,956 for and 5,310,106 withheld) and Paula Madoff the most withheld votes (39,054,771). Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 1,143,882,945 votes for, 58,354 against and 2,646 abstentions. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers, with 1,129,171,356 votes for and 11,917,132 against. On the frequency of future say-on-pay votes, a large majority of votes (1,140,677,669) favored an annual vote. Following the results and the Board's recommendation, the Company has decided to hold an annual advisory vote on executive compensation until the next required frequency vote or until the Board determines a different frequency is in the best interests of the Company and its stockholders. The filing also lists 2,844,883 broker non-votes on the director, say-on-pay and frequency proposals.

May 13, 2024 8-K

Material AgreementsRegulation FDExhibits & Filings

Tradeweb Markets 8-K Report, Financial Results (Apr 25, 2024)

Tradeweb Markets Inc. (Nasdaq: TW) filed this Form 8-K on April 25, 2024 to furnish its press release (Exhibit 99.1) announcing financial results for the quarter ended March 31, 2024. Revenue was $408.7 million, up 24.1% (23.8% on a constant currency basis) from the prior year period. Average daily volume (ADV) reached a record $1.9 trillion, up 39.1%, and the company reported a record 17.6% share of fully electronic U.S. High Grade TRACE. Net income was $143.4 million (up 40.3%) and diluted EPS was $0.59, compared with $0.42 a year earlier. Adjusted EBITDA was $219.5 million, with a 53.7% adjusted EBITDA margin, and adjusted diluted EPS was $0.71. The company completed its acquisition of r8fin in January 2024 and agreed in April 2024 to acquire Institutional Cash Distributors (ICD) for $785 million, expected to close in the second half of 2024 and funded with cash on hand. The filing also notes $1.5 billion in cash and cash equivalents and an undrawn $500 million credit facility at March 31, 2024. The Board declared a quarterly dividend of $0.10 per share. Updated full-year 2024 guidance includes Adjusted Expenses of $755 to $805 million (trending toward the top end of the range), a non-GAAP tax rate of approximately 24.5% to 25.5%, and LSEG market data contract revenue of approximately $80 million (approximately $90 million in 2025).

Apr 25, 2024 8-K

Tradeweb Markets 8-K Report, Material Agreement (Apr 8, 2024)

On April 5, 2024, Tradeweb Markets LLC, a subsidiary of Tradeweb Markets Inc., entered into a Purchase and Sale Agreement to acquire all outstanding equity interests of ICD Intermediate Holdco 1, LLC and two blocker entities for $785 million in cash, subject to customary adjustments for cash, indebtedness, net working capital and transaction expenses. ICD, Institutional Cash Distributors, LLC, is an institutional investment technology provider for corporate treasury organizations. Tradeweb also expects to issue $4.5 million of Class A common stock to an equityholder of the ICD Seller as restricted stock under its 2019 Omnibus Equity Incentive Plan at closing. The closing is subject to customary conditions, including expiration of HSR Act waiting periods, certain approvals from FINRA, the UK Financial Conduct Authority and the Portuguese CMVM, and the absence of a material adverse effect on the ICD Group. Either side may terminate if closing has not occurred by April 5, 2025. Tradeweb anticipates closing in the second half of 2024. The Buyer obtained representation and warranty insurance, subject to exclusions and policy limits. In its April 8, 2024 press release (furnished as Exhibit 99.1), Tradeweb said the deal adds a fourth client channel for corporate treasury professionals and an estimated $2+ billion addressable market. The company stated the acquisition is expected to be accretive to adjusted earnings per share in the first 12 months after closing and to meet its return on invested capital objectives. The press release describes ICD as having more than 500 corporate treasury clients and average daily balances of more than $230 billion in 2023.

Apr 8, 2024 8-K

Tradeweb Markets 8-K Report, Executive Changes (Mar 12, 2024)

Tradeweb Markets Inc. (Nasdaq: TW) filed this Form 8-K on March 12, 2024 to report the appointment of Lisa Opoku as a Class III independent director of its Board, effective March 7, 2024. Ms. Opoku was designated to the Board by Refinitiv Parent Limited, the company's controlling stockholder, under the director designation right in the Stockholders Agreement dated April 8, 2019. Her term runs until the 2025 annual meeting of stockholders, or until a successor is elected and qualified, or her earlier death, resignation, retirement, disqualification or removal. Ms. Opoku spent 20 years at Goldman Sachs, most recently as Global Head of The Goldman Sachs Partner Family Office from February 2022 to October 2023, after serving as Chief Operating Officer of several divisions. For her board service she will receive an annual cash retainer of $100,000 and an annual restricted stock unit award valued at $150,000, both prorated for days of service under the company's non-employee director compensation program. The company will also enter into its standard indemnification agreement with her, which was previously filed as Exhibit 10.16 to the company's Form S-1. The filing also furnishes, under Item 7.01 and not deemed filed for Section 18 purposes, a press release dated March 12, 2024 announcing the appointment. The filing reports no financial results or operating metrics; its investor relevance is limited to board composition and the controlling stockholder's continued board designation rights.

Mar 12, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Tradeweb Markets 8-K Report, Financial Results (Feb 6, 2024)

Tradeweb Markets Inc. (Nasdaq: TW) reported financial results for the fourth quarter and full year ended December 31, 2023, in a press release furnished as Exhibit 99.1 to this Form 8-K under Item 2.02. For the quarter, total revenue was $370.0 million, up 26.3% (24.6% on a constant currency basis), net income was $103.7 million, and adjusted net income was $151.9 million, up 30.0%. Diluted EPS was $0.42 and adjusted diluted EPS was $0.64. Adjusted EBITDA was $195.9 million, with a 53.0% adjusted EBITDA margin. Average daily volume reached $1.7 trillion, up 56.9% year over year, with record quarterly ADV in several products and a record 17.2% share of fully electronic U.S. High Grade TRACE. For full-year 2023, total revenue rose 12.6% to $1.3 billion, marking the company's 24th consecutive year of record revenue. Net income increased 16.7% to $419.5 million, and diluted EPS increased 15.5% to $1.71. Adjusted diluted EPS rose 18.9% to $2.26. Free cash flow was $684.3 million, up 19.5%. The company completed the acquisition of r8fin in January 2024 and had $1.7 billion in cash and cash equivalents at year-end, along with an undrawn $500.0 million revolving credit facility. The board declared a quarterly cash dividend of $0.10 per share, an 11.1% increase, payable March 15, 2024. For 2024, guidance calls for Adjusted Expenses of $755 to $805 million, a non-GAAP tax rate of approximately 24.5% to 25.5%, and LSEG market data contract revenues of approximately $80 million, rising to about $90 million in 2025.

Feb 6, 2024 8-K

Tradeweb Markets 8-K Report, Material Agreement (Nov 21, 2023)

On November 21, 2023, Tradeweb Markets LLC, a wholly owned subsidiary of Tradeweb Markets Inc., entered into a new $500.0 million unsecured revolving credit agreement with Citibank, N.A. as administrative agent, issuing bank and swing line lender, and Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. as joint lead arrangers and joint bookrunners. The facility matures on November 21, 2028, and may be increased by $250.0 million with lender consent. Proceeds may be used for working capital, letters of credit, general corporate purposes, and potential future acquisitions and expansions. Concurrently, the company terminated its existing credit agreement dated April 8, 2019, which also allowed borrowings of up to $500.0 million and was scheduled to mature on April 8, 2024. The filing states there were no outstanding borrowings under that agreement at termination and no penalties were due. Letters of credit of $0.5 million were rolled over into the new agreement. Key terms for investors include borrowing rates tied to Term SOFR, SONIA or EURIBOR plus margins based on consolidated net leverage, a 0.25% commitment fee on unused amounts, and a financial covenant capping maximum total net leverage at 3.5 to 1.0 (4.0 to 1.0 following a material acquisition) and requiring minimum cash interest coverage of 3.0 to 1.0. The agreement contains a change-of-control event of default and negative covenants limiting subsidiary debt and liens.

Nov 21, 2023 8-K/A

Earnings & ResultsMaterial AgreementsExhibits & Filings

Tradeweb Markets 8-K/A Report, Material Agreement (Oct 26, 2023)

Tradeweb Markets Inc. (Nasdaq: TW) reported record third-quarter 2023 revenues of $328.4 million, up 14.4% (12.5% on a constant currency basis) from the prior year period. Average daily volume was $1.4 trillion, up 29.6%, with quarterly ADV records in fully electronic U.S. High Grade credit, global repurchase agreements, Chinese bonds and swaps/swaptions of one year or more. Net income was $111.6 million and adjusted EBITDA was $170.4 million, for an adjusted EBITDA margin of 51.9%. Diluted EPS was $0.46 and adjusted diluted EPS was $0.55. The company also entered into a master data license agreement with Refinitiv US LLC and Refinitiv US Organization LLC (LSEG Data & Analytics), effective November 1, 2023, which amends and restates a 2018 market data agreement. Under the new data schedules, Tradeweb will license certain fixed income and derivatives market data, with the initial license period running from November 1, 2023 through October 31, 2025. The filing gives full-year 2024 revenue guidance of about $80 million and full-year 2025 guidance of about $90 million related to this Refinitiv market data contract. The filing also reports updated full-year 2023 Adjusted Expenses guidance of $670 to $695 million. This Amendment No. 1 to the original Form 8-K, filed October 26, 2023, corrects a typographical error in the high end of the Adjusted Expenses range, from $659 million to $695 million. All other information in the original filing is unchanged.

Oct 26, 2023 8-K

Earnings & ResultsMaterial AgreementsExhibits & Filings

Tradeweb Markets 8-K Report, Material Agreement (Oct 26, 2023)

Tradeweb Markets Inc. (Nasdaq: TW) reported record third-quarter 2023 revenues of $328.4 million, up 14.4% (12.5% on a constant currency basis) from the prior-year period. Average daily volume was $1.4 trillion, up 29.6%, with quarterly ADV records in fully electronic U.S. High Grade credit, global repurchase agreements, Chinese bonds and swaps/swaptions of one year or more. Net income was $111.6 million, up 36.9%, and adjusted net income was $130.8 million, up 22.8%. Diluted EPS was $0.46 and adjusted diluted EPS was $0.55. Adjusted EBITDA was $170.4 million, with an adjusted EBITDA margin of 51.9% compared with 51.0% a year earlier. The company closed its Yieldbroker acquisition in the third quarter, paying $69.6 million net of cash acquired. The company also entered a Master Data Agreement with Refinitiv US LLC and Refinitiv US Organization LLC, now part of LSEG Data & Analytics, effective November 1, 2023. It amends and restates the 2018 market data agreement. The initial license period runs from November 1, 2023 through October 31, 2025, with an optional twelve-month transition period. The company expects related revenue of approximately $80 million in 2024 and approximately $90 million in 2025. The filing notes that Refinitiv affiliates are subsidiaries of Refinitiv Parent Limited, the company's controlling shareholder. Updated full-year 2023 guidance included adjusted expenses of $670 - 659 million, acquisition and Refinitiv transaction related depreciation and amortization of $128 million, and an assumed non-GAAP tax rate of approximately 24% - 25%. At September 30, 2023, the company had $1.5 billion in cash and cash equivalents and an undrawn $500 million credit facility. Free cash flow for the trailing twelve months was $645.1 million, and the board declared a quarterly dividend of $0.09 per share.

Oct 26, 2023 8-K

Tradeweb Markets 8-K Report, Financial Results (Jul 27, 2023)

Tradeweb Markets Inc. (Nasdaq: TW) furnished an 8-K on July 27, 2023 under Item 2.02 attaching a press release reporting its second quarter 2023 results for the quarter ended June 30, 2023. Total revenue was $310.6 million, up 4.5% from the prior year period ($297.1 million), with 4.4% growth on a constant currency basis. Net income was $101.9 million and net income attributable to Tradeweb Markets Inc. was $89.1 million, with diluted EPS of $0.42 versus $0.33 a year earlier. Adjusted EBITDA was $163.1 million, a 52.5% margin, and adjusted diluted EPS was $0.52. Average daily volume reached $1.3 trillion, up 10.2%, with records in global repurchase agreements and equity convertibles/swaps/options. Revenue growth was led by Rates (up 5.8% to $160.4 million) and Money Markets (up 30.1% to $15.8 million), while Credit was flat at $84.0 million and Equities declined 2.3% to $22.1 million. Credit ADV fell 28.8%, though Tradeweb's share of fully electronic U.S. High Grade TRACE reached a record 14.9%. Operating expenses rose 2.0% to $194.3 million. Management reported $1.4 billion in cash and cash equivalents and an undrawn $500 million credit facility at June 30, 2023, along with trailing twelve-month free cash flow of $634.8 million, and repurchased $7.6 million of Class A stock during the quarter. The filing also highlights a pending acquisition of Yieldbroker, a Australian trading platform, subject to closing conditions and regulatory approvals. Full-year 2023 guidance was left unchanged, with adjusted expenses of $669 to $714 million and an assumed non-GAAP tax rate of approximately 24% to 25%. The board declared a quarterly dividend of $0.09 per share, payable September 15, 2023.

Jul 27, 2023 8-K

Shareholder Matters

Tradeweb Markets 8-K Report, Shareholder Vote Results (May 19, 2023)

Tradeweb Markets Inc. (Nasdaq: TW) held its 2023 Annual Meeting of Stockholders on May 15, 2023, where stockholders elected Troy Dixon, Scott Ganeles, Catherine Johnson and Murray Roos as Class I directors for three-year terms expiring at the 2026 Annual Meeting. Stockholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023. Votes for the ratification were 1,299,297,422, against 27,424, with 7,679 abstentions. The filing also furnishes a press release dated May 19, 2023, announcing the election of Catherine Johnson to the Board effective May 15, 2023. Ms. Johnson is Group General Counsel of London Stock Exchange Group plc (LSEG) and a member of its executive committee. The release describes her as bringing more than 25 years of legal, compliance and global markets experience, and CEO Billy Hult said her appointment adds to the depth, diligence and diversity of the board. The Item 7.01 information is furnished rather than filed, so it is not subject to Section 18 liabilities of the Exchange Act. The filing contains no financial results, guidance or operating metrics beyond the company's self-description of serving approximately 2,500 clients and facilitating more than $1.1 trillion in notional value traded per day over the past four quarters.

May 19, 2023 8-K

Tradeweb Markets 8-K Report, Executive Changes (May 15, 2023)

Tradeweb Markets Inc. (Nasdaq: TW) filed this Form 8-K on May 15, 2023 to disclose a board leadership change. Lee Olesky informed the Board on May 9, 2023 that he will resign as Chairperson and as a member of the Board, effective June 30, 2023. The filing states his resignation is not due to any disagreement with the Company. On May 12, 2023, the Board elected Jacques Aigrain to succeed Mr. Olesky as Chairperson, effective July 1, 2023. The Compensation Committee also approved pro-rata vesting of Mr. Olesky's previously awarded non-employee director restricted stock unit grant to reflect time served in the role. The accompanying press release (Exhibit 99.1) notes that Mr. Olesky co-founded Tradeweb in 1996 and retired as CEO in December 2022. It also describes Mr. Aigrain, who joined the Board in 2022 as an independent director, as having more than 30 years of financial services experience. For investors, the filing is primarily a governance update rather than a financial disclosure. It contains no financial results or operating metrics. The filing states that Tradeweb facilitated more than $1.1 trillion in notional value traded per day over the past four quarters, a figure from the press release's boilerplate.

May 15, 2023 8-K

Material AgreementsExhibits & Filings

Tradeweb Markets 8-K Report, Financial Results (Apr 27, 2023)

Tradeweb Markets Inc. (Nasdaq: TW) filed this Form 8-K under Item 2.02 to furnish its press release (Exhibit 99.1) announcing results for the quarter ended March 31, 2023. Revenue was $329.2 million, up 5.7% (7.5% on a constant currency basis) from the prior year period. Net income was $102.2 million and adjusted net income was $129.0 million, increases of 4.9% and 12.2% respectively. Diluted EPS was $0.42 and adjusted diluted EPS was $0.54. Adjusted EBITDA was $172.2 million, with an adjusted EBITDA margin of 52.3%, compared with 51.6% a year earlier. Average daily volume reached a record $1.4 trillion, up 16.2% year over year, with records in several products including European government bonds, swaps/swaptions, and fully electronic U.S. High Grade credit. Money Markets revenue grew 28.5% and Rates revenue grew 6.3%, while Equities revenue declined 1.3%. Operating expenses rose 3.4% to $206.7 million. Capital position and shareholder returns were also highlighted. The company had $1.2 billion in cash and cash equivalents and an undrawn $500 million credit facility at March 31, 2023. It repurchased $22.7 million of Class A stock and declared a $0.09 quarterly dividend payable June 15, 2023. Trailing twelve-month free cash flow was $599.6 million, up 17.4%. The company also disclosed it was in advanced discussions to acquire Yieldbroker for AUD 125 million in cash, though no definitive agreement was assured. Full-year 2023 guidance for Adjusted Expenses ($669-714 million) was unchanged.

Apr 27, 2023 8-K

Tradeweb Markets 8-K Report, Material Agreement (Apr 4, 2023)

Tradeweb Markets Inc. (TW) filed this Form 8-K on April 4, 2023 to report an amendment to its credit facility. On March 31, 2023, Tradeweb Markets LLC, a wholly owned subsidiary, entered into Amendment No. 2 to the Credit Agreement dated April 8, 2019, with Citibank N.A. as administrative agent and the lenders party to the agreement. The amendment changes the interest rate benchmarks on the facility. For U.S. Dollar loans, LIBOR is replaced with the Secured Overnight Financing Rate (SOFR), with a 0.10% credit spread adjustment applied for all available interest periods. For Sterling loans, LIBOR is replaced with the Sterling Overnight Index Average (SONIA), with no credit spread adjustment. The filing states that the other material terms of the Credit Agreement remain unchanged. The filing is a transition-related amendment that updates the benchmark rate on the existing credit agreement. It does not disclose any change to borrowing capacity, maturity, or other economic terms beyond the benchmark replacement. The full text of the amendment is filed as Exhibit 10.1.

Apr 4, 2023 8-K

Tradeweb Markets 8-K Report, Executive Changes (Feb 21, 2023)

On February 16, 2023, Tradeweb Markets Inc.'s Board of Directors appointed Troy Dixon as a Class I independent director, effective March 1, 2023, to serve until the 2023 annual meeting of stockholders. Mr. Dixon was designated by Refinitiv Parent Limited, the Company's controlling stockholder, under a director designation right in the Stockholders Agreement dated April 8, 2019. He is Founder and Chief Investment Officer of Hollis Park Partners LP, an alternative asset manager specializing in structured products, a role he has held since 2013, and previously led residential mortgage-backed securities trading at UBS Inc. and Deutsche Bank. For his board service, Mr. Dixon will receive an annual cash retainer of $100,000 and an annual restricted stock unit award valued at $150,000, both prorated for days of service under the Company's non-employee director compensation program. The Company will also enter into its standard indemnification agreement with him. The filing states the Board appointed him because of his deep knowledge of the trading industry. Under Item 7.01, the Company issued a press release on February 21, 2023 announcing the appointment (Exhibit 99.1). The furnished information is not deemed filed for purposes of Section 18 of the Exchange Act. The appointment adds a director with fixed income and structured products experience to the Board.

Feb 21, 2023 8-K

Tradeweb Markets 8-K Report, Financial Results (Feb 2, 2023)

Tradeweb Markets Inc. (Nasdaq: TW) reported fourth quarter and full year 2022 results in a press release furnished as Exhibit 99.1 to this Form 8-K. Fourth quarter revenues were $293.0 million, up 5.8% (9.3% on a constant currency basis) from the prior year period. Net income rose 65.0% to $99.0 million, driven primarily by lower tax expense and higher interest income, while adjusted net income increased 17.2% to $116.9 million. Adjusted EBITDA was $154.7 million, with a 52.8% adjusted EBITDA margin. Diluted EPS was $0.42 for the quarter and adjusted diluted EPS was $0.49. For the full year 2022, total revenue increased 10.4% (14.0% on a constant currency basis) to $1.2 billion, marking the company's 23rd consecutive year of record revenues. Net income increased 31.7% to $359.6 million, and diluted EPS rose 35.8% to $1.48. Average daily volume was more than $1.1 trillion, though fourth quarter ADV declined 4.1% year over year, with rates ADV down 13.7% offset by growth in credit (up 15.2%), equities (up 7.8%) and money markets (up 14.3%). The company also announced a quarterly cash dividend of $0.09 per share, a 12.5% increase, and a new $300 million share repurchase program. Full-year 2023 guidance includes adjusted expenses of $669 to 714 million and an assumed non-GAAP tax rate of approximately 24% to 25%. Billy Hult became CEO on January 1, 2023, succeeding Lee Olesky, who continues as non-executive Chairman.

Feb 2, 2023 8-K

Regulation FDOther EventsExhibits & Filings

Tradeweb Markets 8-K Report, Executive Changes (Dec 19, 2022)

Tradeweb Markets Inc. (TW) filed this Form 8-K on December 19, 2022 under Item 5.02, disclosing a compensation arrangement for its Chief Executive Officer and Chairman, Lee Olesky. On December 14, 2022, the Compensation Committee of the Board approved a grant to Mr. Olesky of restricted stock units (RSUs) with a grant date fair value of $5.5 million under the 2019 Omnibus Equity Incentive Plan. The filing states that these RSUs would typically have been awarded in March 2023 based on fiscal year 2022 performance, and that the Company has historically made equity awards to Mr. Olesky and other executive officers each March. The grant was moved up three months to align with his retirement as Chief Executive Officer at the end of 2022. The RSUs carry the same terms and conditions as his prior RSU grants, including the treatment of the RSUs in connection with his retirement. The RSUs vest annually in thirds on the first, second and third anniversaries of January 1, 2023. The filing's only other item is Item 9.01, which lists the cover page Interactive Data File as the sole exhibit.

Dec 19, 2022 8-K

Tradeweb Markets 8-K Report, Regulation FD Disclosure (Dec 5, 2022)

Tradeweb Markets Inc. (Nasdaq: TW) reported in this Form 8-K dated December 5, 2022 that its Board of Directors approved a share repurchase program with an indefinite term, authorizing the company to buy up to $300 million of its Class A common stock. The filing states that repurchases may be made in the open market, through privately negotiated transactions, through accelerated share repurchases, or under Rule 10b5-1 trading plans, with the manner, timing and amount depending on market conditions, stock price and other factors. The company's CFO, Sara Furber, said in the accompanying press release (Exhibit 99.1) that the program is a timely use of capital, reflecting confidence in the business and its strong balance sheet. She stated that the program will allow Tradeweb to continue offsetting annual dilution from stock-based compensation plans and to opportunistically repurchase stock. She described it as one part of a capital management strategy that also includes investments in the business, M&A, share repurchases and the regular quarterly dividend. The program has no termination date, may be suspended or discontinued at any time, and does not obligate the company to acquire any specific amount of Class A common stock. The disclosure under Item 7.01 is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Dec 5, 2022 8-K

Tradeweb Markets 8-K Report, Financial Results (Oct 27, 2022)

Tradeweb Markets Inc. (Nasdaq: TW) reported financial results for the quarter ended September 30, 2022, according to a press release furnished as Exhibit 99.1 to this Form 8-K. Total revenue was $287.1 million, up 8.2% year over year (13.1% on a constant currency basis). Net income was $81.6 million and net income attributable to Tradeweb Markets Inc. was $69.1 million. Diluted EPS was $0.33, and adjusted diluted EPS was $0.45. Average daily volume (ADV) reached $1.1 trillion, up 14.0%, with records in fully electronic U.S. High Grade credit, equity convertibles/swaps/options, and institutional municipal bonds. Adjusted EBITDA was $146.3 million, with an adjusted EBITDA margin of 51.0%, compared with 50.1% in the prior-year period. The company updated its full-year 2022 guidance, lowering adjusted expenses to $620 to $640 million from $620 to $655 million. Other guidance items, including acquisition and Refinitiv Transaction related D&A of $127 million, an assumed non-GAAP tax rate of about 22.0%, and capital expenditures of $62 to $68 million, were unchanged. Operating expenses rose 2.5% to $184.3 million, and the release notes $2.0 million of accelerated stock-based compensation tied to CEO Lee Olesky's planned retirement at year-end, with Olesky remaining as chairman. Capital management highlights include $1.1 billion in cash and cash equivalents at September 30, 2022, an undrawn $500 million credit facility, trailing twelve-month free cash flow of $555.2 million, and $9.0 million of share repurchases during the quarter. The board declared a quarterly dividend of $0.08 per share, payable December 15, 2022.

Oct 27, 2022 8-K

Tradeweb Markets 8-K Report, Executive Changes (Sep 23, 2022)

Tradeweb Markets Inc. (Nasdaq: TW) filed this Current Report on Form 8-K dated September 23, 2022, reporting an event that occurred on September 20, 2022. The filing discloses a board change under Item 5.02: Von Hughes resigned from the Board of Directors, effective September 30, 2022. The filing states that his resignation was not the result of any disagreement with the Company, and the Company thanked him for his dedicated service on the Board. The filing contains no financial results, operating metrics, guidance, or transaction details. Its investor relevance is limited to governance: a director departure with a stated effective date about a week after the notice. The filing does not state a replacement director or any successor arrangement. For investors, the filing is a routine governance notice. It flags a change in board composition, and any follow-up such as a new appointment or committee reassignment would appear in later filings.

Sep 23, 2022 8-K

Tradeweb Markets 8-K Report, Financial Results (Aug 3, 2022)

Tradeweb Markets Inc. (Nasdaq: TW) reported results for the quarter ended June 30, 2022 in a press release furnished as Exhibit 99.1 to this Form 8-K. Quarterly revenues were $297.1 million, up 13.9% year over year (17.8% on a constant currency basis). Average daily volume reached $1.2 trillion, up 20.4%, with record ADV in swaps/swaptions of one year or longer, fully electronic U.S. High Grade, municipal bonds and repurchase agreements. Net income was $81.6 million and adjusted net income was $111.7 million, increases of 23.2% and 19.3% respectively. Diluted EPS was $0.33, and adjusted diluted EPS was $0.47. Profitability measures improved. Adjusted EBITDA was $155.6 million, with a 52.4% adjusted EBITDA margin, compared with 50.6% in the prior-year period. Total operating expenses rose 7.6% to $190.5 million, which includes $5.7 million of CEO retirement accelerated stock-based compensation. Adjusted expenses were $154.5 million, up 9.9%. Management also cited growth in Rates, Credit and Equities revenues, with Equities revenues up 30.2%. The company ended the quarter with $959.7 million in cash and cash equivalents and an undrawn $500 million credit facility. Trailing twelve-month free cash flow was $538.4 million, up 24.1%. The board declared a quarterly dividend of $0.08 per share, payable September 15, 2022. Full-year 2022 guidance for adjusted expenses ($620 to $655 million), capital expenditures ($62 to $68 million) and other items was unchanged from the July 13, 2022 confirmation. Thomas Pluta is set to succeed Billy Hult as President, and Lee Olesky will hand the CEO role to Billy Hult on January 1, 2023.

Aug 3, 2022 8-K

Tradeweb Markets 8-K Report, Executive Changes (Jul 13, 2022)

Tradeweb Markets Inc. (Nasdaq: TW) announced on July 13, 2022 that its Board has appointed Thomas Pluta as the company's next President, effective January 1, 2023. Pluta, a current Board member, will join the company as President-elect in October and will remain on the Board in his new role. He will succeed Billy Hult, who, as previously announced, becomes Chief Executive Officer on January 1, 2023, succeeding Lee Olesky, who will retire as CEO at the end of 2022 and continue as Chairman through 2023. Pluta most recently served at JP Morgan, where he spent nearly 27 years, most recently as Global Head of Linear Rates Trading and Co-Head of North America Rates Trading. Per the filing, his compensation for the President role has not yet been determined, and the company will enter into a standard form amended and restated indemnification agreement with him before January 1, 2023. The filing also furnishes a press release that reiterates full-year 2022 guidance previously confirmed on April 28, 2022. The guidance covers adjusted expenses of $620 to $655 million, acquisition and Refinitiv transaction related depreciation and amortization expense of $127 million, an assumed non-GAAP tax rate of approximately 22.0%, and capital expenditures and capitalization of software development of $62 to $68 million. The company notes it does not provide GAAP operating expense or tax rate guidance due to the difficulty of quantifying certain amounts, including foreign currency effects. For investors, the filing is primarily a leadership succession disclosure that provides visibility into the transition from Olesky to Hult as CEO and the addition of Pluta as President. The guidance reiteration signals that management is maintaining its previously communicated 2022 outlook.

Jul 13, 2022 8-K

Tradeweb Markets 8-K Report, Executive Changes (Jul 7, 2022)

Tradeweb Markets Inc. (Nasdaq: TW) disclosed in this Form 8-K that its Board of Directors increased the size of the Board from eleven members to twelve and appointed Jacques Aigrain (age 67) and Rana Yared (age 38) as independent directors, effective August 1, 2022. Mr. Aigrain was designated as Class II director and will chair the Compensation Committee and serve on the Nominating & Governance Committee. Ms. Yared was designated as Class III director and will serve on the Audit Committee. Both were designated to the Board by Refinitiv Parent Limited, the Company's controlling stockholder, under a director designation right in the Stockholders Agreement dated April 8, 2019. Both directors will receive the Company's non-employee director compensation: an annual fee of $100,000 based on Board position, an annual restricted stock unit award valued at $100,000, and additional fees for committee roles. The Company will also enter into its standard indemnification agreement with each of them. The filing states that neither director has a family relationship with any director or executive officer, and no related-person transactions requiring disclosure under Item 404(a) of Regulation S-K. The filing also furnishes, under Item 7.01, a press release dated July 7, 2022 announcing the appointments. The press release quotes Chairman and CEO Lee Olesky and President and CEO-Elect Billy Hult, and describes Tradeweb's role as a global operator of electronic marketplaces that serves approximately 2,500 clients in more than 65 countries.

Jul 7, 2022 8-K

Shareholder Matters

Tradeweb Markets 8-K Report, Shareholder Vote Results (May 16, 2022)

Tradeweb Markets Inc. filed this Current Report on Form 8-K to report the voting results from its 2022 Annual Meeting of Stockholders, held on May 10, 2022. The filing covers three matters: the election of Class III directors, the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022, and a stockholder proposal on adopting a board diversity policy. Stockholders elected Steven Berns, William Hult, and Lee Olesky as Class III directors for three-year terms expiring at the 2025 Annual Meeting. Each nominee received substantially more votes for than withheld, with Berns receiving 1,278,839,294 votes for and 19,735,972 withheld, Hult 1,273,577,153 for and 24,998,113 withheld, and Olesky 1,275,977,927 for and 22,597,339 withheld. Stockholders also ratified Deloitte & Touche LLP, with 1,300,147,093 votes for, 17,115 against, and 3,130 abstentions. The stockholder proposal on a board diversity policy was not approved. It received 90,463,221 votes for and 1,208,034,285 votes against, with 77,760 abstentions and 1,592,072 broker non-votes. The filing contains no other financial results or operational disclosures.

May 16, 2022 8-K

Tradeweb Markets 8-K Report, Financial Results (Apr 28, 2022)

Tradeweb Markets Inc. (Nasdaq: TW) reported results for the quarter ended March 31, 2022 in a press release furnished as Exhibit 99.1 to this Form 8-K. Total revenue was $311.5 million, up 13.9% (15.9% on a constant currency basis) from the prior-year quarter, and the company said it surpassed $300 million in quarterly revenue for the first time. Average daily volume reached $1.2 trillion, up 10.9%, with record ADV in several products including U.S. and European government bonds, swaps/swaptions of one year or more, and repurchase agreements. Net income was $97.4 million, up 19.5%, and net income attributable to Tradeweb Markets Inc. was $83.0 million. Diluted EPS was $0.40 versus $0.33 a year earlier, and adjusted diluted EPS was $0.48. Adjusted EBITDA was $160.6 million, with an adjusted EBITDA margin of 51.6% compared with 52.0% in the prior-year period. Operating expenses rose 14.2% to $199.9 million, driven by higher employee compensation, depreciation and amortization, and technology costs. The company ended the quarter with $828.1 million in cash and cash equivalents and an undrawn $500 million credit facility. It repurchased $47.3 million of Class A shares and declared a quarterly dividend of $0.08 per share, payable June 15, 2022. Full-year 2022 guidance was unchanged, including adjusted expenses of $620 to $655 million. The release also noted that Lee Olesky was appointed Chairman and that Billy Hult will succeed him as CEO on January 1, 2023.

Apr 28, 2022 8-K

Tradeweb Markets 8-K Report, Executive Changes (Feb 16, 2022)

Tradeweb Markets Inc. (Nasdaq: TW) disclosed in this Form 8-K, filed February 16, 2022, a leadership and board change. Martin Brand stepped down as Chairman and resigned from the Board effective February 11, 2022, and the filing states his resignation was not the result of any disagreement with the Company. The Board elected co-founder and CEO Lee Olesky as Chairman effective the same date, and Paula Madoff, a director since March 2019, was elected Lead Independent Director. The filing also outlines a CEO succession plan. Olesky will retire as CEO effective December 31, 2022, and the Board elected President William "Billy" Hult, age 52, to succeed him as CEO effective January 1, 2023. Olesky will remain Chairman and continue as a director. Hult has been President since 2008 and a director since March 2019. The filing states there are no family relationships between Hult and any executive officers or directors, and no reportable related-party transactions under Item 404(a) of Regulation S-K. The accompanying press release (Exhibit 99.1) is furnished under Item 7.01 rather than filed. It describes the transition as a planned, orderly handover, and notes Brand's view that Tradeweb was the best performing U.S. IPO over $1 billion of the last three years. The release also describes the company as facilitating more than $1 trillion in notional value traded per day on average over the past four quarters.

Feb 16, 2022 8-K

Tradeweb Markets 8-K Report, Financial Results (Feb 3, 2022)

Tradeweb Markets Inc. (Nasdaq: TW) furnished a press release on February 3, 2022 announcing financial results for the fourth quarter and full year ended December 31, 2021. Fourth-quarter total revenue was $276.9 million, up 18.8% (19.9% on a constant currency basis), and average daily volume reached $1.1 trillion, up 24.1%. Net income was $60.0 million, down 9.7% from the prior year due to higher tax expense, while adjusted net income rose 23.9% to $99.7 million. Adjusted EBITDA was $140.1 million, with a 50.6% adjusted EBITDA margin compared with 49.2% a year earlier. Diluted EPS was $0.23 for the quarter and adjusted diluted EPS was $0.42. For full-year 2021, the company reported total revenue of $1.1 billion, up 20.6% (19.3% on a constant currency basis), and net income of $273.1 million, up 25.1%. Diluted EPS was $1.09 and adjusted diluted EPS was $1.63. The company ended the year with $972.0 million in cash and cash equivalents and an undrawn $500 million credit facility, generated free cash flow of $526.7 million (up 31.4%), and repurchased $75.7 million of Class A shares during the year. The board declared a quarterly dividend of $0.08 per share, and full-year 2022 guidance calls for adjusted expenses of $620 to $655 million. Growth was broad-based across asset classes, led by rates, where revenue rose 20.4% in the quarter, and credit, where revenue rose 24.2%. Tradeweb's share of fully electronic TRACE volume increased by 331 basis points in U.S. High Grade and 334 basis points in U.S. High Yield. Operating expenses rose 15.0% in the quarter, driven mainly by higher incentive compensation and headcount-related costs. The filing itself is a short notice, and the full financial presentation is contained in the attached press release.

Feb 3, 2022 8-K

Tradeweb Markets 8-K Report, Financial Results (Oct 28, 2021)

Tradeweb Markets Inc. (Nasdaq: TW) filed this Form 8-K on October 28, 2021 under Item 2.02 to furnish a press release reporting results for the quarter ended September 30, 2021. Quarterly revenues were $265.3 million, up 24.6% (23.9% on a constant currency basis) from the prior year period. Average daily volume was $964.5 billion, up 23.6%, with record ADV in U.S. government bonds. Net income was $65.3 million, up 38.8%, and adjusted net income was $94.2 million, up 34.6%. Diluted EPS was $0.26 and adjusted diluted EPS was $0.39. Profitability improved, with adjusted EBITDA of $132.9 million, a 50.1% adjusted EBITDA margin compared with 47.4% a year earlier. Growth was broad across asset classes: credit revenues rose 43.9%, equities 38.8%, rates 20.4%, and money markets 7.0%. Market data revenues rose 10.3%, while other revenues fell 7.9%. Operating expenses rose 16.5% to $179.8 million, driven by higher compensation, depreciation and amortization, and technology spending. The company reported $821.9 million in cash and an undrawn $500 million credit facility at September 30, 2021. It repurchased $12.0 million of shares in the quarter, declared a $0.08 quarterly dividend payable December 15, 2021, and left full-year 2021 guidance unchanged, including adjusted expenses of $565 to $580 million.

Oct 28, 2021 8-K

Tradeweb Markets 8-K Report, Executive Changes (Aug 30, 2021)

On August 30, 2021, Tradeweb Markets Inc. (Nasdaq: TW) announced that its Board of Directors appointed Sara Furber, age 46, as Chief Financial Officer, effective September 7, 2021. She succeeds Robert Warshaw, who is currently CFO and will leave the company following a period of transition. Ms. Furber most recently served as CFO of IEX Group, where she led the finance function and oversaw its new business portfolio, including the IEX Cloud data platform. Earlier, she held senior roles at Morgan Stanley and Bank of America Merrill Lynch. Her offer letter guarantees 2021 compensation of at least $3,500,000 on an annualized basis, made up of a $500,000 base salary (pro-rated for the partial year), a $700,000 Guaranteed Bonus, and a 2021 Equity Award with a grant date fair value of $2,300,000 to be awarded in 2022. To offset forfeited deferred incentive compensation at IEX Group, the company also agreed to Special Equity Grants of RSUs and PRSUs with grant date values ranging from $292,347 to $2,236,608, vesting between March 31, 2022 and March 31, 2025. The company will also enter into its standard indemnification agreement with her. The filing furnishes a press release that reiterates full-year 2021 guidance, previously updated on July 29, 2021. The guidance includes adjusted expenses of $565 million to $580 million, acquisition and Refinitiv transaction-related depreciation and amortization of $124 million, an assumed non-GAAP tax rate of 22.0%, and capital expenditures and capitalized software development of $49 million to $53 million.

Aug 30, 2021 8-K

Tradeweb Markets 8-K Report, Financial Results (Jul 29, 2021)

Tradeweb Markets Inc. (Nasdaq: TW) reported second quarter 2021 results in a press release furnished as Exhibit 99.1 to this Form 8-K. Quarterly revenues were $260.8 million, up 23.0% year over year (20.2% on a constant currency basis). Average daily volume was $976.9 billion, up 25.5%, with new ADV records in U.S. High Yield credit and Repurchase Agreements. Net income was $66.2 million and adjusted net income was $93.6 million, increases of 56.2% and 32.9%, respectively. Diluted EPS was $0.27 and adjusted diluted EPS was $0.39. Adjusted EBITDA was $131.9 million, a 50.6% margin, compared with $101.3 million and a 47.8% margin in the prior year period. The company completed the acquisition of Nasdaq's U.S. fixed income electronic trading platform (the NFI Acquisition) on June 25, 2021, for $190.0 million in cash, net of cash acquired. Tradeweb ended the quarter with $681.2 million in cash and cash equivalents and an undrawn $500 million credit facility. It repurchased $51.7 million of Class A common stock during the quarter and declared a quarterly dividend of $0.08 per share, payable September 15, 2021. Management updated full-year 2021 guidance to reflect the NFI Acquisition, a strong expected second-half revenue environment and increased investment in growth businesses, with Adjusted Expenses guided to $565 to $580 million. Credit was the standout segment, with revenues of $72.2 million up 47.1%, described as the company's second-best quarter ever. Rates revenues rose 18.8% to $134.0 million, and trailing twelve-month free cash flow was $433.8 million, up 23.0%. Quarterly operating expenses rose 13.2% to $177.0 million, driven by higher compensation, depreciation and amortization, and professional fees related to the NFI Acquisition.

Jul 29, 2021 8-K