TW · Tradeweb Markets

101 filings

TW SEC Filings

Tradeweb Markets - 101 total filings

Filing record · 2019–202610-K810-Q248-K69

Showing 1–50 of 101 filings

Tradeweb Markets Quarterly Report for Q3 Ended Sep 30, 2026

Tradeweb Markets Inc. reported total revenue of $584.5 million for the three months ended September 30, 2026, up from $508.6 million a year earlier, and net income attributable to Tradeweb Markets Inc. of $197.5 million, compared with $185.6 million. For the nine months, total revenue was $1.76 billion and net income attributable to Tradeweb Markets Inc. was $584.1 million. Transaction fees and commissions drove growth, with rates derivatives, U.S. government bonds and U.S. corporate bonds cited as primary contributors. Diluted EPS was $0.94 for the quarter, compared with $0.86 a year earlier. Adjusted EBITDA for the quarter was $318.9 million, a 54.5% margin. Capital return remained significant. During the nine months, the company repurchased Class A shares totaling $447.3 million in cash for share repurchase programs, paid $88.9 million in dividends, and paid $86.0 million in payroll taxes on stock awards. As of September 30, 2026, $124.5 million remained available under the 2026 Share Repurchase Program. Cash and cash equivalents were $2.11 billion, and the company had no outstanding borrowings under its $500.0 million revolving credit facility. A significant subsequent event is the October 19, 2026 agreement to acquire Trumid Holdings, LLC for a total purchase price of $1.97 billion, consisting of $1.89 billion in cash and 773,900 LLC Interests valued at $82.0 million. The closing is subject to regulatory approvals and is targeted for the first half of 2027. A termination fee of $105.0 million is payable under certain circumstances. The filing also notes that Canton Coin holdings, with a fair value of $207.5 million, are subject to lockup restrictions, and that the company recorded an unrealized loss of $42.0 million on Canton Coins for the nine months.

Oct 29, 2026 8-K

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 10-Q

Tradeweb Markets Quarterly Report for Q2 Ended Jun 30, 2026

Tradeweb Markets Inc. reported total revenue of $558.9 million for the three months ended June 30, 2026, up from $513.0 million a year earlier, with net income attributable to Tradeweb Markets Inc. of $181.3 million and diluted EPS of $0.85 (versus $0.71). For the six months ended June 30, 2026, total revenue was $1.18 billion, up 15.1%, and net income attributable to Tradeweb Markets Inc. was $386.6 million, with diluted EPS of $1.81. The revenue increase was driven mainly by transaction fees and commissions, which rose to $465.3 million in the quarter, led by rates derivatives, mortgages, corporate bonds, equity derivatives and ETFs. Adjusted EBITDA for the quarter was $304.1 million, a 54.4% margin, and Adjusted Diluted EPS was $0.97. Balance sheet and capital return activity remained substantial. Cash and cash equivalents were $2.06 billion at June 30, 2026, and the company had no outstanding borrowings under its $500.0 million revolving credit facility. In the first half, the company repurchased $240.5 million of stock, paid $59.5 million in dividends, and had $334.3 million remaining under its 2026 Share Repurchase Program. On July 30, 2026, the board declared a $0.14 per share quarterly dividend payable September 15, 2026. The filing also highlights exposure to Canton Coin holdings, with a fair value of $230.0 million at June 30, 2026, where 1.3 billion coins valued at $181.6 million are subject to lockup restrictions. Other income in the quarter was affected by a $15.1 million unrealized loss on Canton Coins, offset by $26.6 million in unrealized gains on minority equity investments. LSEG controls 90.0% of the combined voting power of the company.

Jul 30, 2026 8-K

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

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 10-Q

Tradeweb Markets Quarterly Report for Q1 Ended Mar 31, 2026

Tradeweb Markets Inc. reported a strong first quarter of 2026, with total revenue of $617.8 million, up from $509.7 million in the prior-year period, a 21.2% increase. The filing attributes the growth primarily to a $102.5 million rise in transaction fees and commissions to $523.8 million, driven by higher rates and credit derivatives volumes, U.S. government bonds, mortgages and ETFs. Total average daily volume rose 31.4%, to $3.35 trillion from $2.55 trillion. Operating income increased 40.7% to $287.3 million, and net income attributable to Tradeweb Markets Inc. rose 38.3% to $205.3 million. Diluted EPS was $0.96 versus $0.69. Adjusted EBITDA was $339.7 million, a 55.0% margin, and Adjusted Diluted EPS was $1.08 versus $0.86. Cash flow and capital returns were meaningful but lower in cash terms this quarter. Operating cash flow was $103.8 million, and Free Cash Flow was $76.7 million, with the filing noting about $71 million paid for transferable tax credits tied to the 2025 tax year. Cash and cash equivalents fell to $1.94 billion from $2.08 billion, reflecting $53.3 million of share repurchases, $29.8 million of dividends, $83.7 million of payroll taxes on stock-based compensation, and $50.2 million of investments. The company has no outstanding borrowings under its $500.0 million revolving credit facility, and a new $500.0 million share repurchase program was authorized on February 5, 2026. On April 29, 2026, the board declared a $0.14 per share quarterly dividend payable June 15, 2026. The balance sheet includes a $335.8 million tax receivable agreement liability, and results include gains and losses on Canton Coin holdings, which the company earns as a Super Validator on the Canton Network. Other income was a net loss of $1.2 million, reflecting $2.9 million of unrealized losses on Canton Coins and $13.2 million of unrealized losses on pre-funded warrants in Canton Strategic Holdings, partly offset by a $14.8 million realized gain recognized in January 2026. LSEG, through its holdings, controls 89.9% of combined voting power and is a source of market data fee revenue of $26.7 million in the quarter.

Apr 29, 2026 10-K

Tradeweb Markets Annual Report, Year Ended Dec 31, 2025

Tradeweb Markets Inc. (Nasdaq: TW) reported total revenue of $2.05 billion for the year ended December 31, 2025, up 18.9% from $1.73 billion in 2024, with transaction fees and commissions of $1.70 billion (up 19.5%) and subscription fees of $327.2 million. Operating income rose to $835.3 million from $678.0 million, and net income attributable to Tradeweb Markets Inc. was $812.8 million, or $3.78 diluted EPS, compared with $501.5 million in 2024. Adjusted EBITDA was $1.11 billion, a 54.0% margin, up from 53.3%, and Free Cash Flow was $1.06 billion, versus $808.9 million in 2024. Growth was led by the Rates asset class ($1.09 billion, up 20.8%), while Money Markets rose 50.9% on a full year of ICD Portal commissions following the August 2024 acquisition. The company ended 2025 with $2.08 billion in cash and cash equivalents, no outstanding borrowings under its $500.0 million revolving credit facility, and a $336.5 million Tax Receivable Agreement liability. Canton Coin holdings, measured at fair value, were $242.7 million at year-end and contributed $270.9 million of gains within other income, a significant driver of the year's net income. LSEG, through Refinitiv, controls approximately 89.9% of combined voting power. The board declared a first-quarter 2026 dividend of $0.14 per share, up from $0.12 in 2025, and authorized a new $500 million share repurchase program effective once the existing $300 million 2022 program is exhausted, with $23.2 million remaining under that program as of February 5, 2026. The filing also highlights continued expansion into digital assets, including the Canton Network validator role, minority investments in Digital Asset and other blockchain firms, and an ongoing shift of certain client contracts from variable to fixed subscription pricing. Risks include concentration in dealer clients and in Rates revenue, controlled-company governance under LSEG, and exposure to evolving regulation such as the forthcoming U.S. Treasury central clearing mandate.

Feb 5, 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

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

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 10-Q

Tradeweb Markets Quarterly Report for Q3 Ended Sep 30, 2025

Tradeweb Markets Inc. reported strong third-quarter 2025 results, with total revenue of $508.6 million, up 13.3% from $448.9 million a year earlier, and net income of $210.5 million versus $130.2 million. Growth was driven mainly by transaction fees and commissions, which rose to $421.3 million, primarily on higher rates derivatives revenue. Subscription fees increased to $60.8 million (excluding LSEG market data fees of $20.5 million, as presented in the income statement), partly reflecting clients moving to plans with minimum fee floors or subscriptions. Diluted EPS was $0.86 versus $0.53, and Adjusted Diluted EPS was $0.87 versus $0.75. Adjusted EBITDA reached $274.4 million, a 54.0% margin. For the nine months ended September 30, 2025, total revenue was $1.53 billion, up 21.3%, and net income was $554.4 million. Operating cash flow was $811.7 million and Free Cash Flow was $743.4 million. Cash and cash equivalents rose to $1.9 billion from $1.3 billion at year-end 2024, and the company had no borrowings under its $500.0 million revolving credit facility. Other income of $39.4 million in the quarter was primarily driven by gains on Canton Coin holdings, which the company earns for validator services and which are valued using Level 3 inputs. After quarter-end, the board declared a $0.12 per share quarterly dividend payable December 15, 2025. The company also reached an agreement in principle with the LSEG Parties to renew its Master Data Agreement for three years, retrospective to November 1, 2025, subject to definitive documentation and board approval, and delivered notice to begin a 12-month transition period. The tax receivable agreement liability stood at $351.4 million, and the company expects to make payments of approximately $37.9 million within the next 12 months.

Oct 30, 2025 8-K

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 10-Q

Tradeweb Markets Quarterly Report for Q2 Ended Jun 30, 2025

Tradeweb Markets Inc. reported second-quarter 2025 total revenue of $512.97 million, up from $404.95 million a year earlier, driven primarily by a $99.3 million increase in transaction fees and commissions to $429.8 million. Net income rose to $175.5 million from $136.4 million, and net income attributable to Tradeweb Markets Inc. was $153.8 million, or $0.71 diluted EPS, versus $0.55 in the prior-year quarter. The filing attributes growth to higher rates derivatives, U.S. government bond, ETF and money market volumes, with the ICD acquisition (completed August 1, 2024) contributing corporates and money market revenue. Management also reported Adjusted EBITDA of $277.9 million (54.2% margin) and Adjusted Diluted EPS of $0.87 for the quarter. For the six months ended June 30, 2025, total revenue was $1.02 billion and net cash provided by operating activities was $469.4 million, yielding Free Cash Flow of $432.5 million as defined by the company. Cash and cash equivalents rose to $1.63 billion at June 30, 2025, and the company reported no outstanding borrowings under its $500.0 million 2023 Revolving Credit Facility. Total stockholders' equity attributable to Tradeweb Markets Inc. was $6.10 billion. The quarter also included items that affected GAAP results: other income of $12.7 million from an $18.1 million unrealized gain on Canton Coin holdings, offset by a $5.4 million impairment on a minority equity investment, and general and administrative expense that rose 135.1% on foreign exchange losses. The company declared a $0.12 per share quarterly dividend for the third quarter of 2025 on July 30, 2025, and the Tax Receivable Agreement liability stood at $351.4 million.

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 10-Q

Tradeweb Markets Quarterly Report for Q1 Ended Mar 31, 2025

Tradeweb Markets Inc. reported first-quarter 2025 total revenue of $509.7 million, up from $408.7 million in the prior-year period, with transaction fees and commissions rising to $421.3 million from $335.5 million. Operating income was $204.1 million versus $167.7 million, and net income attributable to Tradeweb Markets Inc. was $148.4 million, or $0.69 diluted EPS, compared with $126.1 million, or $0.59, a year earlier. The company attributed the growth primarily to higher rates derivatives and U.S. government bond revenue, plus contributions from the ICD acquisition, which added a corporates client sector with $24.7 million of revenue in the quarter. Non-GAAP measures show Adjusted EBITDA of $278.2 million (54.6% margin) versus $219.5 million (53.7%), and Adjusted Diluted EPS of $0.86 versus $0.71. Free Cash Flow was $45.4 million, up from $20.6 million, and operating cash flow was $60.2 million. Cash and cash equivalents totaled $1.3 billion, and the company had no borrowings outstanding under its $500.0 million revolving credit facility. Tax receivable agreement liability stood at $369.8 million, with approximately $18.4 million expected to be paid within the next 12 months. The company declared a $0.12 per share quarterly dividend on April 30, 2025, and approved a $52.4 million TWM LLC distribution. Operating expenses rose 26.8%, driven by higher employee compensation, depreciation and amortization, and a $8.6 million increase in foreign exchange losses within general and administrative expenses. The filing also notes a signed New York City headquarters lease with $159.2 million of future minimum payments, expected to commence in mid-2025.

Apr 30, 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 10-K

Tradeweb Markets Annual Report, Year Ended Dec 31, 2024

Tradeweb Markets Inc. (Nasdaq: TW) reported total revenue of $1.73 billion for the year ended December 31, 2024, up 29.0% from $1.34 billion in 2023. Transaction fees and commissions rose $345.2 million to $1.42 billion, driven mainly by higher rates derivatives, corporate bond, government bond, repurchase agreement and mortgage revenues, along with basis point commissions from the ICD Portal following the August 2024 acquisition of Institutional Cash Distributors. Net income attributable to Tradeweb Markets Inc. was $501.5 million, up 37.4%, and Adjusted EBITDA was $920.6 million, a 53.3% margin. Operating income rose 34.2% to $678.0 million. The company acquired ICD (August 2024) for net cash consideration of $774.2 million, r8fin (January 2024) for $125.9 million, and expanded into the corporates client sector. Free Cash Flow was $808.9 million, and cash and cash equivalents were $1.3 billion at year-end, with no outstanding borrowings under its $500.0 million revolving credit facility. The company paid $85.2 million in dividends during 2024 and repurchased shares under its $300 million 2022 program, with $179.9 million remaining available. Refinitiv (through LSEG) controls approximately 89.9% of the combined voting power, and the company is a controlled company under Nasdaq rules. The filing also discloses a $372.8 million Tax Receivable Agreement liability and two antitrust matters: the Treasuries matter, which the Second Circuit affirmed for dismissal in February 2024, and an Interest Rate Swaps matter that remains pending, with no reserves established.

Feb 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 10-Q

Tradeweb Markets Quarterly Report for Q3 Ended Sep 30, 2024

Tradeweb Markets Inc. reported strong third-quarter 2024 results in its Form 10-Q filed October 30, 2024. Total revenue rose to $448.9 million for the three months ended September 30, 2024, up from $328.4 million a year earlier, and net income attributable to Tradeweb Markets Inc. was $113.9 million versus $98.6 million. Transaction fees and commissions were the primary driver, increasing $110.0 million to $373.5 million, led by rates derivatives, U.S. corporate bonds and U.S. government bonds, along with basis point commissions from the ICD Portal following the August 1, 2024 ICD acquisition. For the nine months ended September 30, 2024, total revenue was $1.26 billion and net income attributable to Tradeweb Markets Inc. was $359.3 million. Operating cash flow was $615.7 million and Free Cash Flow, a non-GAAP measure, was $564.8 million. Adjusted EBITDA for the quarter was $239.8 million, an Adjusted EBITDA margin of 53.4%. Cash and cash equivalents fell to $1.17 billion at September 30, 2024 from $1.71 billion at December 31, 2023, reflecting $860.4 million of net cash paid for the ICD and r8fin acquisitions. The company had no outstanding indebtedness at quarter end, with $500.0 million available under its 2023 Revolving Credit Facility, and it declared a $0.10 per share quarterly dividend on October 30, 2024. The filing also notes that the Tax Receivable Agreement liability stood at $382.4 million, and that Refinitiv (LSEG) held 89.9% of the combined voting power of Tradeweb Markets Inc.

Oct 30, 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

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 10-Q

Tradeweb Markets Quarterly Report for Q2 Ended Jun 30, 2024

Tradeweb Markets Inc. reported total revenue of $404.95 million for the three months ended June 30, 2024, up from $310.61 million a year earlier, and $813.69 million for the six months, up from $639.86 million. Transaction fees and commissions were the primary driver, rising to $330.48 million in the quarter from $246.46 million. Operating income increased to $162.49 million from $116.34 million, and net income attributable to Tradeweb Markets Inc. rose to $119.24 million from $89.08 million. Diluted EPS was $0.55 versus $0.42 in the prior-year quarter. Adjusted EBITDA was $216.53 million for the quarter, with an Adjusted EBITDA margin of 53.5%, and Adjusted Diluted EPS was $0.70. The company ended the quarter with cash and cash equivalents of $1.72 billion and no outstanding borrowings under its $500.0 million revolving credit facility. The tax receivable agreement liability declined to $380.94 million from $457.52 million, reflecting $76.6 million in payments during the six months. Stockholders' equity attributable to Tradeweb Markets Inc. was $5.63 billion at June 30, 2024. The company completed the r8fin acquisition in January 2024 for total consideration of $125.9 million and has agreed to acquire the Institutional Cash Distributors business (ICD) for $785 million in cash, expected to close in the third quarter of 2024. The filing also discloses a Treasury settlement issue: following a November 2023 ransomware attack on ICBC systems, the company self-cleared U.S. Treasury trades, resulting in a $432.0 million receivable and $424.8 million payable tied to failed settlements, all of which settled in July 2024. President Thomas Pluta will leave the company effective September 30, 2024, with a cash severance payment of $2.9 million recorded in the quarter.

Jul 25, 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

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

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

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 10-Q

Tradeweb Markets Quarterly Report for Q1 Ended Mar 31, 2024

Tradeweb Markets Inc. reported first-quarter 2024 total revenue of $408.7 million, up from $329.2 million a year earlier, with operating income of $167.7 million versus $122.6 million and net income attributable to Tradeweb Markets Inc. of $126.1 million versus $87.9 million. Diluted EPS was $0.59 compared with $0.42. Transaction fees and commissions rose to $335.5 million from $266.6 million, driven mainly by rates derivatives and U.S. and European corporate and government bonds. Adjusted EBITDA was $219.5 million, a 53.7% margin, and Adjusted Diluted EPS was $0.71 versus $0.54. Cash flow from operations fell to $37.9 million from $70.8 million, reflecting increased cash used for deposits with clearing organizations. Free Cash Flow was $20.6 million versus $54.1 million. Cash and cash equivalents declined to $1.54 billion from $1.71 billion, and the company had no outstanding borrowings under its $500.0 million revolving credit facility. The r8fin acquisition closed in January 2024 for $125.9 million in total consideration. A pending acquisition of ICD Intermediate Holdco 1, LLC (Institutional Cash Distributors) was agreed on April 5, 2024 for $785 million in cash, expected to close in the second half of 2024 and to be funded with cash on hand. The filing also notes a $0.10 per share quarterly dividend declared April 25, 2024, and a $676.1 million receivable and $646.6 million payable tied to U.S. Treasury failed settlements, all of which settled in April 2024.

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 10-K

Tradeweb Markets Annual Report, Year Ended Dec 31, 2023

Tradeweb Markets Inc. (Nasdaq: TW) reported total revenue of $1.34 billion for the year ended December 31, 2023, up 12.6% from $1.19 billion in 2022, with transaction fees and commissions rising to $1.08 billion. Operating income increased 22.5% to $505.3 million, and net income attributable to Tradeweb Markets Inc. rose 18.0% to $364.9 million. Adjusted EBITDA reached $701.6 million, a 52.4% margin, and Free Cash Flow was $684.3 million. Rates was the largest asset class at $695.4 million, or roughly 52% of revenue according to the risk factors. The company ended 2023 with $1.7 billion in cash and cash equivalents and no outstanding borrowings. It replaced its credit facility with a $500.0 million unsecured revolving facility maturing in 2028. Shareholder returns in 2023 included $75.9 million in dividends and $35.2 million in share repurchases, and the Board declared a quarterly dividend of $0.10 per share for Q1 2024, up from $0.09. Key items for investors include a $457.5 million Tax Receivable Agreement liability, and Refinitiv (LSEG-controlled) holding approximately 89.9% of combined voting power as a controlled company. The company also completed the Yieldbroker acquisition in August 2023 and agreed to acquire r8fin for $125 million, which closed in January 2024. The auditor, Deloitte & Touche LLP, issued an unqualified opinion on both the financial statements and internal control over financial reporting.

Feb 9, 2024 8-K

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 10-Q

Tradeweb Markets Quarterly Report for Q3 Ended Sep 30, 2023

Tradeweb Markets Inc. reported third-quarter 2023 total revenue of $328.4 million, up from $287.1 million in the prior-year quarter, with net income attributable to Tradeweb Markets Inc. of $98.6 million versus $69.1 million. Transaction fees and commissions rose to $263.5 million, driven mainly by rates derivatives, U.S. and European corporate bonds, and U.S. and European government bonds. Average daily volume across asset classes grew 29.6% to $1.42 trillion, and Adjusted EBITDA reached $170.4 million, with an Adjusted EBITDA margin of 51.9%. Nine-month results showed total revenue of $968.2 million, operating income of $363.6 million, and net cash provided by operating activities of $501.3 million. During the period, the company completed the all-cash acquisition of Yieldbroker Pty Limited on August 31, 2023 for A$123.6 million ($80.1 million U.S. dollars), which the filing describes as not material to the consolidated financial statements. Cash and cash equivalents were $1.49 billion at September 30, 2023, and the company had no outstanding borrowings under its $500.0 million Revolving Credit Facility, which matures in April 2024. Management stated it is in discussions to renew that facility. After quarter-end, the board declared a quarterly dividend of $0.09 per share, payable December 15, 2023. The filing also describes a Master Data Agreement with Refinitiv US entities effective November 1, 2023, under which Tradeweb will license market data sets in exchange for fixed fees or revenue-based fees. Refinitiv, indirectly controlled by LSEG, holds 91.2% of the combined voting power of Tradeweb Markets Inc. common stock.

Oct 26, 2023 8-K

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

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 10-Q

Tradeweb Markets Quarterly Report for Q2 Ended Jun 30, 2023

Tradeweb Markets Inc. reported total revenue of $310.6 million for the three months ended June 30, 2023, up from $297.1 million a year earlier, and $639.9 million for the six months ended June 30, 2023 versus $608.6 million. Net income attributable to Tradeweb Markets Inc. was $89.1 million for the quarter ($0.42 diluted EPS) compared with $68.3 million ($0.33) in the prior-year quarter. Operating income rose to $116.3 million from $106.6 million, and net interest income increased to $15.1 million from $0.5 million, reflecting higher interest rates and a larger average invested cash balance. Growth was led by rates and money markets. Transaction fees and commissions rose to $246.5 million, with rates revenue up 5.8% and money markets up 30.1% in the quarter. Average daily volume was $1.30 trillion, up 10.2%. Management attributed results to a challenging macroeconomic backdrop, including client de-risking after the regional bank liquidity crisis and an inverted yield curve. Adjusted EBITDA was $163.1 million, with an Adjusted EBITDA margin of 52.5%, and Adjusted Diluted EPS was $0.52. Liquidity remained strong, with cash and cash equivalents of $1.40 billion at June 30, 2023 and no borrowings under the $500.0 million Revolving Credit Facility, which matures in April 2024. The company agreed to acquire Yieldbroker Pty Limited for A$125 million in cash ($82.7 million), expected to close later in 2023, and entered into a foreign currency call option to partially hedge that payment. The board declared a $0.09 quarterly dividend on July 27, 2023, and $244.7 million remained available under the 2022 Share Repurchase Program.

Jul 27, 2023 8-K

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

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 10-Q

Tradeweb Markets Quarterly Report for Q1 Ended Mar 31, 2023

Tradeweb Markets Inc. reported total revenue of $329.2 million for the three months ended March 31, 2023, up from $311.5 million a year earlier, an increase of 5.7%. Transaction fees and commissions rose $14.8 million to $266.6 million, driven mainly by U.S. government bonds, U.S. corporate bonds and certificates of deposit. Operating income increased 9.8% to $122.6 million, and net income attributable to Tradeweb Markets Inc. rose to $87.9 million from $83.0 million, or $0.42 diluted EPS versus $0.40. Adjusted EBITDA was $172.2 million, a 52.3% margin, and Adjusted Diluted EPS was $0.54 versus $0.48. The filing notes that March 2023 trading was affected by rate volatility and the regional bank liquidity crisis. The balance sheet remained strong, with cash and cash equivalents of $1.23 billion and no outstanding borrowings under the $500.0 million Revolving Credit Facility. Net cash provided by operating activities was $70.8 million, and Free Cash Flow was $54.1 million. The company repurchased 313,311 Class A shares for $22.7 million under its 2022 Share Repurchase Program, leaving $252.3 million available. The tax receivable agreement liability stood at $420.1 million. Subsequent to quarter-end, the board declared a $0.09 per share quarterly dividend payable June 15, 2023. The company also disclosed advanced discussions to acquire Yieldbroker, an Australian government bond and interest rate derivatives platform, for an all-cash purchase price of AUD 125 million, with no assurance a definitive agreement will be reached.

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 10-K

Tradeweb Markets Annual Report, Year Ended Dec 31, 2022

Tradeweb Markets Inc. (Nasdaq: TW) reported total revenue of $1,188.8 million for the year ended December 31, 2022, up 10.4% from $1,076.4 million in 2021, with a 14.0% constant currency increase offset by a 3.6% foreign currency impact. Transaction fees and commissions, the largest revenue line at $950.3 million (79.9% of total), rose 12.3%, driven mainly by rates derivatives, municipals, U.S. ETFs, government bonds and corporate bonds. Operating income increased 15.0% to $412.6 million, and net income attributable to Tradeweb Markets Inc. rose 36.4% to $309.3 million. Adjusted EBITDA reached $617.3 million, a 51.9% margin, and Free Cash Flow was $572.7 million. Cash and cash equivalents were approximately $1.3 billion at year-end, against $972.0 million a year earlier, and the company had no outstanding borrowings under its $500.0 million Revolving Credit Facility. The Tax Receivable Agreement liability stood at $425.7 million. The board approved a new share repurchase program of up to $300.0 million in December 2022, and the company declared a first-quarter 2023 dividend of $0.09 per share, up from $0.08. Billy Hult became Chief Executive Officer effective January 1, 2023, succeeding Lee Olesky. Refinitiv, which is controlled by London Stock Exchange Group following the LSEG Transaction, held approximately 91.2% of the combined voting power as of December 31, 2022, making Tradeweb a controlled company. The company faces antitrust class actions relating to U.S. Treasuries and interest rate swaps, both of which the company is contesting; it has no contingency reserves established for them.

Feb 24, 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