Tradeweb Markets Inc

For the period ended Dec 31, 2023. Filed Feb 9, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 9, 2024

TW$129.63+1.1%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

Financial Statements.

The financial statements are set forth under Part II, Item 8. – “Financial Statements and Supplementary Data” of this Annual Report.

Financial Statement Schedules.

Financial statement schedules have been omitted because they are not required, are not applicable or the required information is included in the financial statements or the notes thereto in Part II, Item 8. – “Financial Statements and Supplementary Data.”

Exhibits.

The following exhibits are filed or furnished as a part of this Annual Report on Form 10-K:

Exhibit Number	Description of Exhibit
3.1	Amended and Restated Certificate of Incorporation of Tradeweb Markets Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 9, 2019 (File No. 001-38860)).
3.2	Amended and Restated Bylaws of Tradeweb Markets Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 9, 2019 (File No. 001-38860)).
4.1	Specimen Common Stock Certificate of Tradeweb Markets Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-230115)).
4.2	Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K/A filed on March 4, 2020 (File No. 001-38860)).
10.1	Stockholders Agreement, dated as of April 8, 2019, by and among Tradeweb Markets Inc., Refinitiv US PME LLC and Refinitiv Parent Limited (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).
10.2	Registration Rights Agreement, dated as of April 8, 2019, by and among Tradeweb Markets Inc., the Refinitiv Holders (as defined therein), the Bank Holders (as defined therein) and the other holders of Registrable Securities (as defined therein) party thereto from time to time (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).
10.3	Fifth Amended and Restated LLC Agreement of Tradeweb Markets LLC (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).
10.4	Tax Receivable Agreement, dated as of April 8, 2019, by and among Tradeweb Markets Inc., Tradeweb Markets LLC and the members of Tradeweb Markets LLC from time to time party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).
10.5	Restrictive Covenant Agreement, dated as of April 8, 2019, by and among the Refinitiv Entities (as defined therein), Tradeweb Markets LLC and Tradeweb Markets Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).
10.6	Credit Agreement, dated as of April 8, 2019, by and among Tradeweb Markets LLC, as borrower, the lenders party thereto and Citibank, N.A., as administrative agent, collateral agent, issuing bank and swing line lender, Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and Goldman Sachs Bank USA, as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as syndication agent, and Morgan Stanley Senior Funding, Inc. and Goldman Sachs Bank USA, as documentation agents (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).
10.6.1	Amendment No.1, dated as of November 7, 2019, among Tradeweb Markets LLC and each lender party thereto, relating to Credit Agreement, dated as of April 8, 2019, among Tradeweb Markets LLC, the lenders party thereto and Citibank, N.A., as administrative agent, collateral agent, issuing bank and swing line lender (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 8, 2019 (File No. 001-38860)).

Exhibit Number	Description of Exhibit
10.6.2	Amendment No. 2, dated as of March 31, 2023, by and between Tradeweb Markets LLC and Citibank, N.A., as administrative agent, relating to the Credit Agreement, dated as of April 8, 2019, among Tradeweb Markets LLC, the lenders party thereto and Citibank, N.A., as administrative agent, collateral agent, issuing bank and swing line lender (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 4, 2023 (File No. 001-38860)).
10.7	Security Agreement, dated as of April 8, 2019, among the grantors identified therein and Citibank, N.A., as collateral agent (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).
10.8†	Employment Agreement by and between William Hult and Tradeweb Markets LLC (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No. 333-230115)).
10.9†	Amended and Restated Tradeweb Markets Inc. 2018 Share Option Plan (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).
10.10†	Form of Option Agreement under the Amended and Restated Tradeweb Markets Inc. 2018 Share Option Plan (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-230115)).
10.11†	Amended & Restated Tradeweb Markets Inc. PRSU Plan (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).
10.12†	Form of PRSU Agreement under the Amended & Restated Tradeweb Markets Inc. PRSU Plan (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (File No. 333-230115)).
10.13†	Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan PRSU Award Agreement (Form of PRSU Agreement for Messrs. Olesky and Hult) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 12, 2020 (File No. 001-38860)).
10.14†	Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan PRSU Award Agreement (Form of PRSU Agreement for other Executive Officers) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 12, 2020 (File No. 001-38860)).
10.15†	Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).
10.16†	Form of Director RSU Agreement under the Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed on May 20, 2019 (File No. 001-38860)).
10.17†	Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan Restricted Stock Unit Award Agreement (Form of RSU Agreement for Messrs. Olesky and Hult) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 12, 2020 (File No. 001-38860)).
10.18†	Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan Restricted Stock Unit Award Agreement (Form of RSU Agreement for other Executive Officers) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 12, 2020 (File No. 001-38860)).
10.19†	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (File No. 333-230115)).
10.20+	Second Amended & Restated Market Data Agreement, dated November 1, 2018, by and between Tradeweb Markets LLC, Thomson Reuters (Markets) LLC and Thomson Reuters (GRC) Inc. (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (File No. 333-230115)).
10.21†	Employment Offer Letter by and between Sara Furber and Tradeweb Markets LLC. (incorporated by reference to Exhibit 10.22 to the Company’s Quarterly Report on Form 10-Q filed on October 29, 2021 (File No. 001-38860)).
10.22	Amendment to Second Amended & Restated Market Data Agreement, dated July 24, 2020, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.) (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No. 001-38860)).
10.23++	Second Amendment to the Second Amended & Restated Market Data Agreement, dated March 26, 2021, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.) (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No. 001-38860)).

Exhibit Number	Description of Exhibit
10.24++	Third Amendment to the Second Amended & Restated Market Data Agreement, dated April 21, 2021, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.) (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No. 001-38860)).
10.25++	Fourth Amendment to the Second Amended & Restated Market Data Agreement, dated September 9, 2021, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.) (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No. 001-38860)).
10.26	Fifth Amendment to the Second Amended & Restated Market Data Agreement, dated August 1, 2021, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.) (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No. 001-38860)).
10.27++	Sixth Amendment to the Second Amended & Restated Market Data Agreement, dated September 13, 2022, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.) (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No. 001-38860)).
10.28++	Amended and Restated Fourth Amendment to the Second Amended & Restated Market Data Agreement, dated February 1, 2023, by and among Tradeweb Markets LLC, Refinitiv US LLC (f/k/a Thomson Reuters (Markets) LLC) and Refinitiv US Organization LLC (f/k/a Thomson Reuters (GRC) Inc.) (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No. 001-38860)).
10.29†	Amended and Restated Employment Agreement, dated as of February 21, 2023, by and between William Hult and Tradeweb Markets LLC (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No. 001-38860)).
10.30†	Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan Performance Stock Unit Award Agreement (Form of PSU Agreement for Mr. Hult) (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed on February 24, 2023 (File No. 001-38860)).
10.31†	Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2023 Performance Stock Unit Award Agreement (Form of PSU Agreement for other Executive Officers) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2023 (File No. 001-38860)).
10.32†	Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2023 PRSU Award Agreement (Form of PRSU Agreement for Mr. Hult) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2023 (File No. 001-38860)).
10.33†	Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2023 PRSU Award Agreement (Form of PRSU Agreement for other Executive Officers) (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2023 (File No. 001-38860)).
10.34†	Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2023 Restricted Stock Unit Award Agreement (Form of RSU Agreement for Mr. Hult) (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2023 (File No. 001-38860)).
10.35†	Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan 2023 Restricted Stock Unit Award Agreement (Form of RSU Agreement for other Executive Officers) (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on April 27, 2023 (File No. 001-38860)).
10.36*++	Master Data License Agreement, effective as of November 1, 2023, between Tradeweb Markets LLC, Refinitiv US LLC and Refinitiv US Organization LLC and related Data Schedules, as of November 1, 2023.
10.37	Credit Agreement, dated as of November 21, 2023, by and among Tradeweb Markets LLC, the lenders party thereto, Citibank, N.A., as administrative agent, issuing bank and swing line lender, and Citigroup Global Markets Inc., J.P. Morgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 21, 2023 (File No. 001-38860)).
21.1*	List of Subsidiaries of Tradeweb Markets Inc.
23.1*	Consent of Deloitte & Touche LLP.
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit Number	Description of Exhibit
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a‑14(a) or 15d‑14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1*†	Tradeweb Markets Inc. Omnibus Clawback Policy, effective as of October 2, 2023.
101.INS*	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith.

** Furnished herewith.

†Indicates a management contract or compensatory plan or arrangement.

+Certain portions of this exhibit have been omitted and separately filed with the SEC pursuant to a request for confidential treatment which has been granted by the SEC.

++ Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).

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