Tradeweb Markets Inc.

Tradeweb Markets Inc. is a leader in building and operating electronic marketplaces for a global network of clients across the financial ecosystem. The company's network comprises more than 3,000 clients across the institutional, wholesale, retail and corporates client sectors, including many of the largest global asset managers, hedge funds, insurance companies, central banks, banks and dealers, proprietary trading firms, retail brokerage and financial advisory firms, regional dealers and corporations. The Tradeweb platform includes marketplaces that facilitate trading global products across a range of asset classes, including rates, credit, equities and money markets. The company serves clients in over 85 countries with offices in North America, South America, Europe, Australia, Asia and the Middle East and currently supports trading across over 30 currencies globally. The markets are large and growing, with electronic trading continuing to increase as a result of market demand for greater transparency, higher execution quality, operational efficiency and lower costs, as well as regulatory changes. Estimated average daily trading volumes for the types of asset classes traded on the platform, excluding the ICD Portal, have grown from approximately $4.2 trillion in 2016 to $10.0 trillion through December 31, 2025, according to industry sources and management estimates.

The company believes it is a market leader in electronic trading for the following products: U.S. Treasuries, U.S. High-Grade credit, TBA MBS, European government bonds, global interest rate swaps, European exchange traded funds and U.S. institutional money market funds. Primary competitors named in the filing include MarketAxess, Bloomberg, ICE (Bondpoint, TMC Bonds, Creditex), Trumid, TP ICAP (Liquidnet), Euronext (MTS), CME Group (NEX Group), BGC Partners (Fenics), MarketAxess (LiquidityEdge), GLMX, BNY Mellon, State Street, J.P. Morgan (Morgan Money), Goldman Sachs, and others. The company competes primarily on the basis of client network, domain expertise, breadth of offerings and solutions and ease of integration of the platform with client technology, as well as the quality, reliability, security and ease of the platform and solutions. The company benefits from a virtuous cycle of liquidity, with average daily volume traded on the platform increasing 213% to $2.6 trillion for the year ended December 31, 2025 compared to $0.8 trillion for the year ended December 31, 2020.

Revenue is derived primarily from transaction fees, commissions, subscription fees and market data fees. For most products, clients pay both fixed minimum monthly transaction fees and variable transaction fees on a per transaction basis in excess of the monthly minimum. Clients may also pay a subscription fee in addition to or instead of the minimum monthly transaction fees. For other products, instead of a minimum monthly transaction fee, clients may pay a fixed transaction fee or only a variable transaction fee on a per transaction basis. The company also earns commission revenue from electronic and voice brokerage services on a riskless principal basis. For to-be-announced mortgage backed securities, U.S. Treasury and repurchase agreement transactions executed by wholesale clients, the company generates revenue from fixed commissions that are generally invoiced monthly. For variable transaction fees and commissions, the company charges clients based on the mix of products traded and the volume of transactions executed. Transaction volume is determined by using a measure of the notional volume of the products traded, a count of the number of trades or, in the case of the ICD Portal, the client's average daily balance invested in the money market funds during a calendar month. Subscription fees are earned primarily for granting clients access to the platform for trading and market data. The company also earns fixed license fees from a market data license agreement with LSEG and a revenue share for certain data services. Other revenue includes revenue earned for performing Super Validator and Validator services on the Canton Network, for which the company earns Canton Coins.

For the year ended December 31, 2025, total revenue was $2,052,429 thousand ¹. Revenue by asset class was as follows: Rates $1,093,529 thousand ², Credit $488,037 thousand ³, Equities $127,024 thousand ⁴, Money Markets $173,860 thousand ⁵, Market Data $133,724 thousand ⁶, and Other $36,255 thousand ⁷. Revenue by client sector was: Institutional $1,275,547 thousand ⁸, Wholesale $400,753 thousand ⁹, Retail $146,510 thousand ¹⁰, Corporates $95,895 thousand ¹¹, and Market Data $133,724 thousand ¹². Revenue by geography was: U.S. $1,194,062 thousand ¹³ and International $858,367 thousand ¹⁴. Transaction fees and commissions were $1,700,427 thousand ¹⁵, subscription fees were $327,214 thousand ¹⁶ (including $93.2 million ¹⁷ of LSEG market data fees), and other revenue was $24,788 thousand ¹⁸. Revenues from the credit asset class have grown to $488.0 million ¹⁹ for the year ended December 31, 2025.

In August 2024, the company acquired Institutional Cash Distributors (ICD), an institutional investment technology provider for corporate treasury organizations trading short-term investments. In January 2024, the company acquired R8FIN Holdings LP (r8fin), an algorithmic technology provider that facilitates multi-legged trades between the U.S. Treasury cash and interest rates futures markets. In August 2023, the company acquired Tradeweb Australia Pty Ltd (formerly Yieldbroker Pty Limited), a leading Australian trading platform for Australian and New Zealand government bonds and interest rate derivatives. During 2025, the company made a strategic minority investment in Digital Asset and also acquired pre-funded warrants to purchase shares of common stock of Tharimmune, Inc. The company also entered into a collaboration with Novaprime and announced an expansion of dealer algorithmic execution capabilities for U.S. Treasuries. During 2025, the first fully electronic request-for-market swaption package trade was executed on the platform, and the company expanded portfolio trading functionality to the European government bond market. The company also announced a collaboration to publish Tradeweb FTSE U.S. Treasury Benchmark Closing Prices on-chain via DataLink. In 2025, the company determined to rebrand and unite all previously separate brands of Dealerweb, Tradeweb Direct and ICD under one Tradeweb brand. During the year ended December 31, 2025, the company acquired a total of 987,379 ²⁰ shares of Class A common stock, at an average price of $107.29 ²¹, for purchases totaling $105.9 million ²², pursuant to the 2022 Share Repurchase Program. As of December 31, 2025, $74.0 million ²³ remained available for repurchase under that program. On February 5, 2026, the board of directors authorized an additional share repurchase program under which the company may purchase up to $500 million ²⁴ of Class A common stock.

Total revenue for the year ended December 31, 2025 was $2,052,429 thousand ²⁵, an increase of $326,480 thousand ²⁶ or 18.9% ²⁷ compared to $1,725,949 thousand ²⁸ for the year ended December 31, 2024. Net income was $921,500 thousand ²⁹ for 2025 compared to $569,963 thousand ³⁰ for 2024, an increase of 61.7% ³¹. Net income attributable to Tradeweb Markets Inc. was $812,792 thousand ³² for 2025 compared to $501,507 thousand ³³ for 2024, an increase of 62.1% ³⁴. Diluted earnings per share attributable to Class A and B common stockholders was $3.78 ³⁵ for 2025 compared to $2.33 ³⁶ for 2024. Operating income was $835,338 thousand ³⁷ for 2025 compared to $678,028 thousand ³⁸ for 2024, an increase of 23.2% ³⁹. Net cash provided by operating activities was $1,167,646 thousand ⁴⁰ for 2025 compared to $897,741 thousand ⁴¹ for 2024.

The company expects total cash paid for capital expenditures and software development costs for fiscal year 2026 to be between $107 million ⁴² and $117 million ⁴³, compared to expenditures of $103.1 million ⁴⁴ and $88.9 million ⁴⁵ in fiscal years 2025 and 2024, respectively, with the midpoint of the 2026 capital expenditure guidance up approximately 9% ⁴⁶ versus fiscal year 2025 primarily driven by platform enhancements, infrastructure modernization and cyber security initiatives to support long-term growth.

The company sees significant opportunity to use technology and innovation to electronify more areas of the fixed income markets over the coming years alongside dealers and clients. During 2025, the company continued to strategically invest in technology, including entering into minority investments, commercial agreements and strategic partnerships with companies including in the blockchain infrastructure and digital asset spaces. The company's expansion in emerging markets continued in 2025 with the addition of clients and enhanced product offerings across Latin America and the Middle East. The company plans to leverage its international presence with the aim to accelerate growth and expansion of the ICD Portal outside of the U.S. The company also expects to grow its emerging markets footprint moving forward. The company believes its potential future expansion into digital assets aligns with its multi-asset class approach. The company intends to continue to selectively consider opportunities to grow and learn through strategic alliances and acquisitions.

The company plans to continue to expand the scope of its underlying data, improve tools and technology and enhance analytics and trade decision support capabilities to provide innovative solutions. The company aims to enhance solutions by linking indicative pre-trade data to clients' specific trades to create predictive insights from client trading behavior. The company will also continue to selectively pursue new strategic partnerships to further expand its data and analytics offering over time. The company expects to further expand the ability for corporate treasury organizations to manage liquidity needs and related FX risk and to optimize yield and duration through the existing suite of Tradeweb products and partnerships.

The company remains focused on balancing revenue growth and margin expansion to create long-term value for stockholders. Adjusted EBITDA margin was 54.0% ⁴⁷ for the year ended December 31, 2025 compared to 53.3% ⁴⁸ for the year ended December 31, 2024, a basis point change of +64 bps ⁴⁹ and +70 bps ⁵⁰ on a constant currency basis. Adjusted EBIT margin was 50.4% ⁵¹ for the year ended December 31, 2025 compared to 49.7% ⁵² for the year ended December 31, 2024, a basis point change of +72 bps ⁵³ and +75 bps ⁵⁴ on a constant currency basis.

The company expects total cash paid for capital expenditures and software development costs for fiscal year 2026 to be between $107 million ⁵⁵ and $117 million ⁵⁶. The company's technology is deeply integrated with clients' order, risk and treasury management systems, accounting systems, clearinghouses, trade repositories, middleware providers and other important links in the trading value chain. The company has fourteen datacenters across the United States, the UK, Japan and Australia. Some solutions, including the ICD Portal, are hosted in the cloud with similar redundancies and resiliency plans. As of December 31, 2025, the company had 1,569 ⁵⁷ employees, 1,061 ⁵⁸ of whom were based in the United States and 508 ⁵⁹ of whom were based outside of the United States.

On December 5, 2022, the board of directors approved a share repurchase program with an indefinite term under which the company may purchase up to $300 million ⁶⁰ of Class A common stock. As of December 31, 2025, $74.0 million ⁶¹ remained available for purchase under the 2022 Share Repurchase Program. On February 5, 2026, the board of directors authorized an additional share repurchase program with an indefinite term under which the company may purchase up to $500 million ⁶² of Class A common stock. Subject to legally available funds, the company intends to pay quarterly cash dividends on Class A common stock and Class B common stock equal to $0.14 ⁶³ per share. During 2025, Tradeweb Markets Inc. paid quarterly cash dividends of $0.12 ⁶⁴ per share, in an aggregate amount of $102.3 million ⁶⁵, to the holders of Class A common stock and Class B common stock. On February 5, 2026, the board of directors declared a cash dividend of $0.14 ⁶⁶ per share of Class A common stock and Class B common stock for the first quarter of 2026, representing a 16.7% ⁶⁷ per share increase from the 2025 quarterly dividend of $0.12 ⁶⁸.

The company's business is impacted by the overall market activity and, in particular, trading volumes and market volatility. Lower volatility may result in lower trading volume for clients and may negatively impact operating performance and financial condition. Factors that may impact market activity in 2026 include, among other things, evolving monetary policies of central banks, economic, political and social conditions, global geopolitical tensions, legislative, regulatory or government policy changes, including the recent and potential future changes in tariffs, international trade agreements or trade policies and other potential material changes to prior laws, rules and regulations, guidance and enforcement stances and concerns with respect to the banking industry. The company believes that uncertainty and potential delays around the final form of certain new rules and regulations may negatively impact clients and trading volumes in certain markets in which it transacts, although a relaxation of or the amendment of existing rules and regulations could potentially have a positive impact on certain markets.

The company's business is subject to extensive regulations in the United States and internationally, which may expose it to significant regulatory risk and cause additional legal costs to ensure compliance. The regulatory environment in the United States and abroad may be subject to future legislative and regulatory changes driven by current U.S. and global issues and priorities. The company's ability to compete is influenced by key factors such as developments in trading platforms and solutions, the liquidity provided on transactions, the transaction costs incurred in providing solutions, the efficiency in execution of transactions on the platform, the ability to hire and retain talent, the ability to pursue strategic acquisitions and alliances, and the ability to maintain the security of the platform and solutions.

The company is dependent on its dealer clients to support its marketplaces by transacting with other institutional, wholesale and retail clients, and certain dealer clients account for a significant portion of total trading volume. The contractual obligations of clients are non-exclusive and subject to termination rights. The company does not have long-term contractual arrangements with certain liquidity-taking clients, who utilize the platform on a transaction-by-transaction basis and may choose not to use it at any time. The company faces intense competition from other electronic trading platforms, exchanges, inter-dealer brokers, EMS and OMS providers, single-bank systems, dealers, and market data and information vendors. The company's business could be materially adversely affected by new laws, rules or regulations or changes in existing laws, rules or regulations, including the interpretation and enforcement thereof. The company's quarterly results may fluctuate significantly due to factors including fluctuations in overall trading volumes or market share for key products, the mix of products and volumes traded, changes in fee plans and average variable fees per million, and the amount and timing of expenses. The company may incur impairment charges for its goodwill of $3.2 billion ⁶⁹ and indefinite-lived intangible assets of $0.3 billion ⁷⁰ as of December 31, 2025.

Management's message emphasizes a balanced strategy of evolution and innovation, with a focus on expanding the multi-asset class footprint while balancing revenue growth and margin expansion to create long-term value for stockholders. Key themes include the continued strategic investment in technology, including minority investments, commercial agreements and strategic partnerships in blockchain infrastructure and digital asset spaces, as well as expansion in emerging markets across Latin America and the Middle East. Management highlights the track record of growth and strong financial performance and expresses excitement about opportunities to continue to engage with clients and expand the multi-asset class footprint in the future. The company remains focused on balancing revenue growth and margin expansion to create long-term value for stockholders. The company expects total cash paid for capital expenditures and software development costs for fiscal year 2026 to be between $107 million ⁷¹ and $117 million ⁷².