Tradeweb Markets Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material under §240.14a-12

Tradeweb Markets Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x No fee required

o Fee paid previously with preliminary materials

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF 2024

ANNUAL MEETING OF

STOCKHOLDERS AND

PROXY

STATEMENT

As a leader in building and operating

electronic marketplaces for rates, credit,

equities and money markets,

Tradeweb connects over 2,500

institutional, wholesale and retail clients

globally.

ABOUT TRADEWEB

FY23 Revenues

$1.3 B

(+12.6% YoY, +12.2% CC*)

FY23 Adjusted EBITDA Margin

52.4%

(+49 bps YoY)

FY23 Adjusted Net Income

$535.5 M

(+19.0% YoY)

FY23 Free Cash Flow

$684.3M

(+19.5% YoY)

• "CC" means constant currency. Growth information presented on a "constant currency" basis is a non-GAAP financial measure and reflects growth for the period

excluding the impact of foreign exchange currency fluctuations.

** Revenue growth on a constant currency basis, adjusted EBITDA margin, adjusted net income and free cash flow are non-GAAP financial measures used to

supplement information in our financial results. A reconciliation of these non-GAAP financial measures may be found in our Form 8-K filed with the U.S. Securities

and Exchange Commission on February 6, 2024 and our Annual Report on Form 10-K for theyear ended December 31, 2023, filed with the U.S. Securities and

Exchange Commission on February 9, 2024.

Dear Stockholder,

You are cordially invited to attend the Annual Meeting of Stockholders of Tradeweb

Markets Inc., which will be held virtually at 9 a.m., Eastern Time, on Friday, May 10, 2024,

atwww.virtualshareholdermeeting.com/TW2024.

The attached Notice of the Annual Meeting of Stockholders and Proxy Statement

describes the formal business that we will transact at the virtual Annual Meeting.

We are furnishing our proxy materials over the Internet in accordance with the rules of

the U.S. Securities and Exchange Commission ("SEC"). Accordingly, we are sending a

Notice of Internet Availability of Proxy Materials (the "Notice"), rather than a full paper set

of the proxy materials, unless you previously requested to receive printed copies. The

Notice contains details regarding the date, time and location of the meeting and the business

to be conducted, as well as instructions on how to access our proxy materials on the Internet

and for voting over the Internet.

Whether or not you plan to virtually attend the Annual Meeting, please vote your shares

promptly by following the voting instructions that you have received. Your vote is

important regardless of the number of shares you own. Voting by proxy will not

prevent you from voting virtually at the Annual Meeting, but will assure that your

vote is counted if you cannot virtually attend.

On behalf of the Board of Directors and the employees of Tradeweb Markets Inc., we

thank you for your continued support and look forward to seeing you at the virtual Annual

Meeting.

Sincerely yours,

BILLY HULT

Chief Executive Officer

March 28, 2024

Notice of 2024 Virtual Annual Meeting of Stockholders

To Our Stockholders:

We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Tradeweb Markets Inc.

("Tradeweb" or the "Company") that will be held virtually at 9 a.m., Eastern Time, on Friday, May 10, 2024, at

www.virtualshareholdermeeting.com/TW2024 for the following purposes:

1. To elect thefour nominees for director named in the attached Proxy Statement as Class II directors, each to serve on the Board of

Directors for a three-year term until the 2027 Annual Meeting of Stockholders or their respective successors are elected and qualified

(Proposal 1);

2. To ratify the appointment of Deloitte & Touche LLP ("Deloitte") as our independent registered public accounting firm for the fiscal

year ending December 31, 2024 (Proposal 2);

3. To approve, on an advisory basis, the compensation of our named executive officers (Proposal 3);

4. To determine, on an advisory basis, the frequency of future advisory votes on the compensation of our named executive officers

(Proposal 4); and

5. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Board of Directors unanimously recommends that you vote (i) "FOR ALL" of the director nominees named in the attached

Proxy Statement, (ii) "FOR" the ratification of the appointment of Deloitte as our independent registered public accounting firm, (iii) "FOR"

the approval, on an advisory basis, of the compensation paid to our named executive officers and (iv) "1 YEAR" for the frequency of future

advisory votes on the compensation of our named executive officers.

The Board of Directors has fixed March 13, 2024 as the record date for determining stockholders entitled to receive notice of, and to

vote at, the virtual Annual Meeting or any adjournment or postponement thereof. Only stockholders of record at the close of business on

that date will be entitled to notice of, and to vote at, the Annual Meeting. Holders of outstanding shares of Class A common stock, Class B

common stock, Class C common stock and Class D common stock vote together as a single class on all matters on which stockholders are

entitled to vote generally (except as may be required by law). Each share of Class A common stock and Class C common stock entitles its

holder to one vote on all matters presented to the Company’s stockholders generally. Each share of Class B common stock and Class D

common stock entitles its holder to ten votes on all matters presented to the Company’s stockholders generally.

The Board of Directors has again determined to hold the Annual Meeting virtually. We believe that this is the right choice for the

Company as it provides expanded stockholder access regardless of the size of the Annual Meeting or resources available to stockholders,

improves communication and allows participants to attend the Annual Meeting conveniently from any location at no additional cost. The

Company has endeavored to provide stockholders attending the Annual Meeting with the same rights and opportunities to participate as

they would at an in-person meeting.

You are cordially invited to virtually attend the Annual Meeting, conducted virtually via live audio webcast at

www.virtualshareholdermeeting.com/TW2024, to vote on the proposals described in this Proxy Statement, view the list of registered

stockholders on the Annual Meeting website and submit questions during the meeting. Your vote is important. Regardless of whether or not

you participate in the Annual Meeting, we hope that you vote as soon as possible. You may vote online or by phone, or, if you received

paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction

card. Voting online or by phone, written proxy or voting instruction card ensures your representation at the Annual Meeting regardless of

whether you attend online. For additional details, see "Voting and Attendance at the Annual Meeting" below. This Proxy Statement

provides detailed information about the Annual Meeting. We encourage you to read this Proxy Statement carefully and in its entirety.

By Order of the Board of Directors,

Douglas Friedman

General Counsel and Secretary

New York, New York

March 28, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY

MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE

HELD ONMAY 10, 2024

The Notice, the Proxy Statement and the Company’s 2023 Annual

Report are available atwww.proxyvote.com.

This summary highlights information contained elsewhere

in this Proxy Statement. This summary does not contain

all the information you should consider in voting your

shares. Please read the complete Proxy Statement and

our Annual Report to Stockholders for the fiscal year

ended December 31, 2023 carefully before voting.

PROXY SUMMARY

MEETING INFORMATION

HOW TO VOTE

We first began sending our stockholders the Notice and made our proxy materials available on or about March 28,

PROPOSALS

Proposal 1

Election of

Directors

To elect thefour director nominees named in this Proxy Statement as Class II directors of the

Company, each to serve for a three-year term until the 2027 Annual Meeting or their respective

successors are elected and qualified.

ü Our Board unanimously recommends that you vote "FOR ALL" of the director nominees.

Proposal 2

Auditor

Ratification

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public

accounting firm for the fiscal year ending December 31, 2024.

ü Our Board unanimously recommends that you vote "FOR" ratification of the appointment of Deloitte

& Touche LLP as our independent registered public accounting firm for fiscal 2024.

INTERNET

To vote before the meeting, visit

www.proxyvote.com.

To vote at the meeting, visit

www.virtualshareholdermeeting

.com/TW2024. You will need

the control number printed on

your notice, proxy card or voting

instruction form.

TELEPHONE

If you received a paper copy of the

proxy materials, dial toll-free

800-690-6903 or the

telephone number on your voting

instruction form. You will need

the control number printed on

your notice, proxy card or voting

instruction form.

MAIL

If you received a paper copy of

the proxy materials, send your

completed and signed proxy card

or voting instruction form using the

enclosed postage-paid envelope.

Proposal 3

Advisory Vote

on Executive

Compensation

To approve, on an advisory basis, the compensation of our named executive officers.

ü Our Board unanimously recommends that you vote, on an advisory basis, "FOR" the compensation

of our named executive officers as set forth in this Proxy Statement.

Proposal 4

Frequency of

Advisory Vote

on Executive

Compensation

To determine, on an advisory basis, the frequency of future advisory votes on the compensation of our

named executive officers.

ü Our Board unanimously recommends that you vote, on an advisory basis, "1 YEAR" for the

frequency of future advisory votes on the compensation of our named executive officers.

Your vote is important. You may vote your shares in advance of the Annual Meeting via the Internet, by telephone or

by mail or during the meeting by attending and voting electronically. If you vote via the Internet, by telephone or

plan to vote electronically during the Annual Meeting, you do not need to mail in a proxy card.

Our Board of Directors

Denotes Chairperson

Our Board of Directors

BOARD SKILLS AND QUALIFICATIONS

CAPITAL MARKETS/

FIXED INCOME

ELECTRONIC

TRADING

CORPORATE

GOVERNANCE

RISK MANAGEMENT/

INFORMATION

TECHNOLOGY & SYSTEMS

12 of 12 directors

8 of 12 directors

LEGAL &

REGULATORY

5 of 12 directors

GLOBAL LEADERSHIP/

HUMAN CAPITAL

12 of 12 directors

FINANCIAL

EXPERTISE

MERGERS &

ACQUISITIONS

BOARD INDEPENDENCE, AGE, DIVERSITY AND TENURE

58%

INDEPENDENT

54.7

AVERAGE AGE

AVERAGE

3.1

YEARS

33%

FEMALE

25%

DIVERSE

DIVERSITY

Gender

Race/Ethnicity

Non-independent

Independent

56+ years

<50 years

51-55 years

3+ years

0-3 years

Diverse

Other

Female

Male

INDEPENDENCE

AGE

TENURE

Executive Compensation Program Highlights

PHILOSOPHY AND OBJECTIVES

KEY ELEMENTS OF OURFISCAL YEAR 2023 COMPEN SATIONPROGRAM

94%

94%