Tradeweb Markets Inc

Previous wording

We routinely evaluate potential acquisitions and engage in discussions and negotiations regarding potential acquisitions on an ongoing basis. Our revenues and profitability are affected by our acquisition activity, including the speed and cost at which we successfully integrate completed acquisitions into our existing business operations.

Current wording

From time to time, we may evaluate potential acquisitions and engage in discussions and negotiations regarding potential acquisitions. Our revenues and profitability are affected by our acquisition activity, including the speed and cost at which we successfully integrate completed acquisitions into our existing business operations.

Previous wording

r8fin provides a suite of algorithmic-based tools as well as a thin-client execution management system (EMS) trading application to facilitate futures and cash trades. The solutions complement Tradeweb’s existing Dealerweb Active Streams, Dealerweb Central Limit Order Book (CLOB), Tradeweb Request-for-Quote (RFQ) and Tradeweb AiEX (Automated Intelligent Execution) offerings, creating a valuable and broad-based approach to trading U.S. Treasuries and related futures trading. The r8fin acquisition is not material to our consolidated financial statements and did not have a significant impact to our results of operations for the three months ended March 31, 2024. See Note 4 – Acquisitions to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional details.

Current wording

r8fin provides a suite of algorithmic-based tools as well as a thin-client execution management system (EMS) trading application to facilitate futures and cash trades. The solutions complement Tradeweb’s existing Dealerweb Active Streams, Dealerweb Central Limit Order Book (CLOB), Tradeweb Request-for-Quote (RFQ) and Tradeweb AiEX (Automated Intelligent Execution) offerings, creating a valuable and broad-based approach to trading U.S. Treasuries and related futures trading. The r8fin acquisition is not material to our consolidated financial statements and did not have a significant impact to our results of operations for the three and six months ended June 30, 2024. See Note 4 – Acquisitions to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional details.

Previous wording

On April 5, 2024, we entered into a definitive agreement for TWM LLC to acquire directly and indirectly all of the outstanding equity interests of ICD Intermediate Holdco 1, LLC, which together with its wholly-owned subsidiaries, owns the Institutional Cash Distributors business (“ICD”). Pursuant to the terms of the purchase agreement, TWM LLC is required to pay $785 million in cash, subject to customary working capital and other adjustments, for the acquisition. In connection with the acquisition closing, the Corporation will also issue and sell $4.5 million of shares of its Class A common stock in reliance on Section 4(a)(2) of the Securities Act, to an equityholder of the seller, which such shares of Class A common stock will be issued and sold as restricted stock, subject to vesting and forfeiture terms, pursuant to the Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan. The acquisition is expected to close in the second half of 2024, subject to the satisfaction of customary closing conditions and regulatory reviews.

Current wording

On April 5, 2024, we entered into a definitive agreement for TWM LLC to acquire the Institutional Cash Distributors business (“ICD”) by purchasing all of the outstanding equity interests of each of ICD Intermediate Holdco 1, LLC, SCIC - ICD Blocker 1, Inc. and Parthenon Investors V ICD Blocker, Inc. Pursuant to the terms of the purchase agreement, TWM LLC is required to pay $785 million in cash, subject to customary working capital and other adjustments, for the acquisition. In connection with the acquisition closing, the Corporation will also issue and sell $4.5 million of shares of its Class A common stock in reliance on Section 4(a)(2) of the Securities Act, to an equityholder of the seller, which such shares of Class A common stock will be issued and sold as restricted stock, subject to vesting and forfeiture terms, pursuant to the Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan. The acquisition is expected to close in the third quarter of 2024, subject to the satisfaction of customary closing conditions and regulatory reviews.

Previous wording

Our 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 our clients and may negatively impact our operating performance and financial condition. Factors that may impact market activity in 2024 include, among other things, evolving monetary policies of central banks, economic, political and social conditions, legislative, regulatory or government policy changes and concerns with respect to the banking industry, including as a result of any bank failures.

Current wording

Our 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 our clients and may negatively impact our operating performance and financial condition. Factors that may impact market activity during the remainder of 2024 include, among other things, evolving monetary policies of central banks, economic, political and social conditions, legislative, regulatory or government policy changes and concerns with respect to the banking industry, including as a result of any bank failures.

Previous wording

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA establishes a 15% corporate alternative minimum tax (“CAMT”) effective for taxable years beginning after December 31, 2022, and imposes a 1% excise tax on the repurchase after December 31, 2022 of stock by publicly traded U.S. corporations. The 1% excise tax did not have an impact to our financial condition, results of operations and cash flows as of and for the three months ended March 31, 2024. The Company is subject to the 15% CAMT, however, it is not expected to have a material impact on the Company’s effective tax rate. The adoption of the IRA will also not have an impact to our non-GAAP adjusted effective tax rate used for purposes of calculating our non-GAAP measure of Adjusted Net Income.

Current wording

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA establishes a 15% corporate alternative minimum tax (“CAMT”) effective for taxable years beginning after December 31, 2022, and imposes a 1% excise tax on the repurchase after December 31, 2022 of stock by publicly traded U.S. corporations. The 1% excise tax did not have an impact to our financial condition, results of operations and cash flows as of and for the three and six months ended June 30, 2024. The Company is subject to the 15% CAMT, however, it is not expected to have a material impact on the Company’s effective tax rate. The adoption of the IRA will also not have an impact to our non-GAAP adjusted effective tax rate used for purposes of calculating our non-GAAP measure of Adjusted Net Income.

Previous wording

Occupancy expense consists of operating lease rent and related costs for office space and data centers leased in North America, Europe, Asia, Australia and the Middle East.

Current wording

Occupancy expense consists of operating lease rent and related costs for office space and data centers leased in North America, Europe, Asia, Australia and the Middle East. We expect occupancy expense to increase as our space needs grow inline with our global expansion.

Previous wording

The tax receivable agreement liability adjustment reflects changes in the tax receivable agreement liability recorded in our condensed consolidated statements of financial condition as a result of changes in the mix of earnings, tax legislation and tax rates in various jurisdictions which impacted our estimated future tax savings. There was no tax receivable agreement liability adjustment during each of the three months ended March 31, 2024 and 2023.

Current wording

The tax receivable agreement liability adjustment reflects changes in the tax receivable agreement liability recorded in our condensed consolidated statements of financial condition as a result of changes in the mix of earnings, tax legislation and tax rates in various jurisdictions which impacted our estimated future tax savings. There was no tax receivable agreement liability adjustment during each of the three and six months ended June 30, 2024 and 2023.

Previous wording

(1)Subscription fees for the three months ended March 31, 2024 and 2023 include $20.5 million and $15.6 million respectively, of LSEG market data fees (formerly referred to as Refinitiv market data fees).

Current wording

(1)Subscription fees for the three months ended June 30, 2024 and 2023 include $20.6 million and $15.5 million respectively, of LSEG market data fees (formerly referred to as Refinitiv market data fees).

Previous wording

Our diversified offering across products, client sectors and geographies supported sustained growth amidst a continuingly complex macroeconomic backdrop, including geopolitical uncertainty, sustained broader market rate volatility and an inverted yield curve resulting in strong volumes and continued market share gains across our global asset classes. The primary driver of the $79.5 million increase in revenue was related to an $68.9 million increase in transaction fees and commissions to $335.5 million for the three months ended March 31, 2024 from $266.6 million for the three months ended March 31, 2023, primarily due to higher revenues for rate derivatives products, U.S. and European corporate bonds and U.S. and European government bonds.

Current wording

Our diversified offering across products, client sectors and geographies supported sustained growth amidst a continuingly complex macroeconomic backdrop. This environment included ongoing geopolitical uncertainty, increased market volatility and fluctuating interest rates. Despite these challenges, we saw strong volumes and continued market share gains across our global asset classes. The primary driver of the $94.3 million increase in revenue was related to an $84.0 million increase in transaction fees and commissions to $330.5 million for the three months ended June 30, 2024 from $246.5 million for the three months ended June 30, 2023, primarily due to higher revenues for rate derivatives products, U.S. and European corporate bonds and U.S., European and other government bonds.

Previous wording

Average variable fees per million for rates decreased primarily due to a decrease in average variable fees per million for rates derivatives driven primarily by an increase in compression activity and shifts in the mix and duration of derivative products traded as compared to the prior period, while average variable fees per million for rates cash products remained relatively flat.

Current wording

Average variable fees per million for rates decreased primarily due to a decrease in average variable fees per million for rates derivatives driven primarily by an increase in compression activity and shifts in the mix and duration of derivative products traded as compared to the prior period. This decrease was partially offset by an increase in average variable fees per million for rates cash products primarily due to an increase in European and Australian government bonds fees per million, which each have a higher variable fee capture compared to overall rates.

Previous wording

Rates. Revenues from our rates asset class increased by $43.6 million or 25.6% to $214.1 million for the three months ended March 31, 2024 compared to $170.5 million for the three months ended March 31, 2023 primarily due to higher variable transaction fees and commissions on higher trading volumes for rates derivatives products and U.S. and European government bonds and an increase in fixed subscription fees. The fixed subscription fee increase was primarily driven by the addition of new dealers and customers to the rates platform, as well as pricing increases on some of the rates subscription services.

Current wording

Credit. Revenues from our credit asset class increased by $27.3 million or 32.5% to $111.3 million for the three months ended June 30, 2024 compared to $84.0 million for the three months ended June 30, 2023 primarily due to higher variable transaction fees and commissions on higher trading volumes for U.S. and European corporate bonds and an increase in fixed subscription fees. The fixed subscription fee increase was primarily driven by the addition of dealers joining the subscription pricing plan, subscription price increases and the implementation of fee minimums to certain subscription plans.

Previous wording

Average variable fees per million for credit increased primarily due to a shift in the mix of products traded from derivatives, China bonds and electronically processed U.S. corporate bonds to cash credit products, which have a higher variable fee capture compared to overall credit.

Current wording

Average variable fees per million for credit decreased primarily due to a shift in the mix and methods of products traded from cash credit products and electronically processed U.S. corporate bonds to derivatives products, which have a lower variable fee capture compared to overall credit.

Previous wording

Average variable fees per million for equities decreased primarily due to a shift in the mix of products and size of units traded, including higher volume per unit traded in U.S. ETFs and higher volumes in equity derivatives.

Current wording

Average variable fees per million for equities decreased primarily due to a shift in the mix of products traded, including higher volumes in equity derivatives, which have a lower variable fee capture compared to overall equities.

Previous wording

Money Markets. Revenues from our money markets asset class increased by $2.0 million or 13.4% to $16.8 million for the three months ended March 31, 2024 compared to $14.8 million for the three months ended March 31, 2023 primarily due to higher variable transaction fees and commissions for repurchase agreements.

Current wording

Money Markets. Revenues from our money markets asset class increased by $2.2 million or 14.0% to $18.0 million for the three months ended June 30, 2024 compared to $15.8 million for the three months ended June 30, 2023 primarily due to higher variable transaction fees and commissions for repurchase agreements.

Previous wording

Market Data. Revenues from our market data asset class increased by $6.6 million or 29.4% to $29.0 million for the three months ended March 31, 2024 compared to $22.4 million for the three months ended March 31, 2023. The increase was derived primarily from increased LSEG market data fees from our market data agreement that was amended effective November 1, 2023 and proprietary third party market data revenue.

Current wording

Market Data. Revenues from our market data asset class increased by $6.5 million or 28.3% to $29.2 million for the three months ended June 30, 2024 compared to $22.8 million for the three months ended June 30, 2023. The increase was derived primarily from increased LSEG market data fees from our market data agreement that was amended effective November 1, 2023 and proprietary third party market data revenue.

Previous wording

Other. Revenues from our other asset class remained relatively flat with a decrease of only $0.3 million or 5.4% to $5.9 million for the three months ended March 31, 2024 compared to $6.3 million for the three months ended March 31, 2023.

Current wording

Other. Revenues from our other asset class was relatively flat with an increase of $0.5 million or 9.1% to $6.0 million for the three months ended June 30, 2024 compared to $5.5 million for the three months ended June 30, 2023.

Previous wording

Institutional. Revenues from our institutional client sector increased by $48.5 million or 24.4% to $247.3 million for the three months ended March 31, 2024 from $198.9 million for the three months ended March 31, 2023. The increase was derived primarily from higher revenues for rates derivatives products, U.S. corporate bonds and U.S. and European government bonds.

Current wording

Institutional. Revenues from our institutional client sector increased by $61.8 million or 33.6% to $245.6 million for the three months ended June 30, 2024 from $183.8 million for the three months ended June 30, 2023. The increase was derived primarily from higher revenues for rates derivatives products, U.S. corporate bonds and U.S., European and other government bonds.

Previous wording

Wholesale. Revenues from our wholesale client sector increased by $21.1 million or 27.7% to $97.2 million for the three months ended March 31, 2024 from $76.1 million for the three months ended March 31, 2023. The increase was derived primarily from higher revenues for U.S. government bonds, including positive contributions from the r8fin acquisition, as well as higher revenues for U.S. and European corporate bonds and rates derivatives products.

Current wording

Wholesale. Revenues from our wholesale client sector increased by $20.9 million or 28.6% to $94.3 million for the three months ended June 30, 2024 from $73.3 million for the three months ended June 30, 2023. The increase was derived primarily from higher revenues for U.S. government bonds, including positive contributions from the r8fin acquisition, as well as higher revenues for U.S. and European corporate bonds and mortgages.

Previous wording

Retail. Revenues from our retail client sector increased by $3.3 million or 10.4% to $35.2 million for the three months ended March 31, 2024 from $31.9 million for the three months ended March 31, 2023. The increase was derived primarily from higher revenues for U.S. corporate bonds and municipals.

Current wording

Retail. Revenues from our retail client sector increased by $5.2 million or 16.9% to $35.9 million for the three months ended June 30, 2024 from $30.7 million for the three months ended June 30, 2023. The increase was derived primarily from higher revenues for municipals and U.S. corporate bonds.

Previous wording

Market Data. Revenues from our market data client sector increased by $6.6 million or 29.4% to $29.0 million for the three months ended March 31, 2024 from $22.4 million for the three months ended March 31, 2023. The increase was derived primarily from increased LSEG market data fees from our market data agreement that was amended effective November 1, 2023 and proprietary third party market data revenue.

Current wording

Market Data. Revenues from our market data client sector increased by $6.5 million or 28.3% to $29.2 million for the three months ended June 30, 2024 from $22.8 million for the three months ended June 30, 2023. The increase was derived primarily from increased LSEG market data fees from our market data agreement that was amended effective November 1, 2023 and proprietary third party market data revenue.

Previous wording

U.S. Revenues from U.S. clients increased by $45.4 million or 21.8% to $254.1 million for the three months ended March 31, 2024 from $208.7 million for the three months ended March 31, 2023 primarily due to higher revenues for U.S. corporate bonds, U.S. government bonds, rates derivatives products and market data.

Current wording

U.S. Revenues from U.S. clients increased by $51.2 million or 25.5% to $252.1 million for the three months ended June 30, 2024 from $200.9 million for the three months ended June 30, 2023 primarily due to higher revenues for U.S. corporate bonds, U.S. government bonds, rates derivatives products and market data.

Previous wording

International. Revenues from International clients increased by $34.1 million or 28.3% to $154.6 million for the three months ended March 31, 2024 from $120.5 million for the three months ended March 31, 2023 primarily due to higher revenues for rates derivatives products, European corporate bonds, European government bonds and other government bonds.

Current wording

International. Revenues from International clients increased by $43.1 million or 39.3% to $152.8 million for the three months ended June 30, 2024 from $109.7 million for the three months ended June 30, 2023 primarily due to higher revenues for rates derivatives products, European corporate bonds, market data and European and other government bonds.

Previous wording

Depreciation and Amortization. Expenses related to depreciation and amortization increased by $3.9 million or 8.7% to $49.3 million for the three months ended March 31, 2024 from $45.4 million for the three months ended March 31, 2023. The increase was primarily due to increases in amortization of assets acquired in connection with the r8fin and Yieldbroker acquisitions on January 19, 2024 and August 31, 2023, respectively, and an increase in amortization of software development costs driven by increases in investment in our infrastructure.

Current wording

Depreciation and Amortization. Expenses related to depreciation and amortization increased by $4.0 million or 8.8% to $49.9 million for the three months ended June 30, 2024 from $45.9 million for the three months ended June 30, 2023. The increase was primarily due to increases in amortization of assets acquired in connection with the r8fin and Yieldbroker acquisitions on January 19, 2024 and August 31, 2023, respectively, and an increase in amortization of software development costs driven by increases in investment in our infrastructure.

Previous wording

Technology and Communications. Expenses related to technology and communications increased by $3.7 million or 21.3% to $21.3 million for the three months ended March 31, 2024 from $17.6 million for the three months ended March 31, 2023. The increase was primarily due to increased investment in our data strategy and infrastructure and increased clearance and data fees driven primarily by higher trading volumes period-over-period.

Current wording

Technology and Communications. Expenses related to technology and communications increased by $5.5 million or 29.6% to $24.2 million for the three months ended June 30, 2024 from $18.7 million for the three months ended June 30, 2023. The increase was primarily due to increased investment in our data strategy and infrastructure and increased clearance and data fees driven primarily by higher trading volumes period-over-period.

Previous wording

Occupancy. Expenses related to occupancy costs increased by $0.6 million or 13.3% to $4.7 million for the three months ended March 31, 2024 from $4.1 million for the three months ended March 31, 2023. The increase was primarily due to higher data center rent expense primarily driven by the completion of the NFI Acquisition technology integration during the first quarter of 2023 and the relocation of data centers to locations providing enhanced infrastructure and improved performance.

Current wording

Occupancy. Expenses related to occupancy costs increased by $0.9 million or 23.5% to $5.0 million for the three months ended June 30, 2024 from $4.0 million for the three months ended June 30, 2023. The increase was primarily due to higher data center and office rent expense associated with our global expansion.

Previous wording

Interest income increased by $8.1 million to $21.1 million for the three months ended March 31, 2024 from $12.9 million for the three months ended March 31, 2023 primarily due to an increase in interest income earned as a result of an increase in our average invested cash balance and an increase in interest rates period over period.

Current wording

Interest income increased by $5.9 million to $21.5 million for the three months ended June 30, 2024 from $15.6 million for the three months ended June 30, 2023 primarily due to an increase in interest income earned as a result of an increase in our average invested cash balance and an increase in interest rates period over period.

Previous wording

Income tax expense increased by $10.4 million to $43.6 million for the three months ended March 31, 2024 from $33.2 million for the three months ended March 31, 2023. The provision for income taxes includes U.S. federal, state, local and foreign taxes. The effective tax rate for the three months ended March 31, 2024 was approximately 23.3%, compared with 24.5% for the three months ended March 31, 2023. The effective tax rate for the three months ended March 31, 2024 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign taxes and the disallowance of compensation expense tax deductions, partially offset by the effect of non-controlling interests. The effective tax rate for the three months ended March 31, 2023 differed from the U.S. federal statutory rate of 21.0% primarily due to the disallowance of compensation expense tax deductions and state, local and foreign taxes, partially offset by the effect of non-controlling interests.

Current wording

Income tax expense increased by $18.0 million to $47.0 million for the three months ended June 30, 2024 from $29.0 million for the three months ended June 30, 2023. The provision for income taxes includes U.S. federal, state, local and foreign taxes. The effective tax rate for the three months ended June 30, 2024 was approximately 25.6%, compared with 22.2% for the three months ended June 30, 2023. The effective tax rate for the three months ended June 30, 2024 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign taxes and the disallowance of compensation expense tax deductions, partially offset by the effect of non-controlling interests. The effective tax rate for the three months ended June 30, 2023 differed from the U.S. federal statutory rate of 21.0% primarily due to the disallowance of compensation expense tax deductions and state, local and foreign taxes, partially offset by the effect of non-controlling interests.

Previous wording

Credit. Revenues from our credit asset class increased by $26.8 million or 30.1% to $115.8 million for the three months ended March 31, 2024 compared to $89.0 million for the three months ended March 31, 2023 primarily due to higher variable transaction fees and commissions on higher trading volumes for U.S. and European corporate bonds, partially offset by lower variable transaction fees and commissions on lower trading volumes for credit derivative products.

Current wording

Credit. Revenues from our credit asset class increased by $54.1 million or 31.3% to $227.2 million for the six months ended June 30, 2024 compared to $173.1 million for the six months ended June 30, 2023 primarily due to higher variable transaction fees and commissions on higher trading volumes for U.S. and European corporate bonds and municipals, as well as an increase in fixed subscription fees.

Previous wording

Equities. Revenues from our equities asset class increased by $0.8 million or 3.2% to $27.1 million for the three months ended March 31, 2024 compared to $26.2 million for the three months ended March 31, 2023 primarily due to higher variable transaction fees and commissions on higher trading volumes for equity derivatives products.

Current wording

Equities. Revenues from our equities asset class increased by $1.6 million or 3.3% to $49.9 million for the six months ended June 30, 2024 compared to $48.3 million for the six months ended June 30, 2023 primarily due to higher variable transaction fees for European ETFs and equity derivatives products.

Previous wording

Employee Compensation and Benefits. Expenses related to employee compensation and benefits increased by $28.6 million or 25.0% to $143.1 million for the three months ended March 31, 2024 from $114.5 million for the three months ended March 31, 2023. The increase was primarily due to an increase in incentive compensation expense tied to our financial performance, as well as an increase in headcount and related salaries and benefits to support our continued growth.

Current wording

Employee Compensation and Benefits. Expenses related to employee compensation and benefits increased by $61.9 million or 28.3% to $280.3 million for the six months ended June 30, 2024 from $218.4 million for the six months ended June 30, 2023. The increase was primarily due to an increase in incentive compensation expense tied to our financial performance, as well as an increase in headcount and related salaries and benefits to support our continued growth.

Previous wording

General and Administrative. Expenses related to general and administrative costs decreased by $3.1 million or 22.0% to $10.9 million for the three months ended March 31, 2024 from $13.9 million for the three months ended March 31, 2023. The decrease was primarily the result of a $4.7 million increase in foreign exchange gains during the three months ended March 31, 2024. Realized and unrealized foreign currency gains totaled $3.2 million during the three months ended March 31, 2024 as compared to $1.5 million in losses during three months ended March 31, 2023. The change was primarily driven by changes in fair value of our foreign currency forward contracts used in connection with our foreign currency risk management program.

Current wording

General and Administrative. Expenses related to general and administrative costs decreased by $1.4 million or 5.5% to $23.6 million for the six months ended June 30, 2024 from $25.0 million for the six months ended June 30, 2023. The decrease was primarily due to a $5.7 million increase in foreign exchange gains, partially offset by an increase in travel and entertainment and marketing costs during the six months ended June 30, 2024. Realized and unrealized foreign currency gains totaled $5.0 million during the six months ended June 30, 2024 as compared to $0.7 million in losses during the six months ended June 30, 2023. The change was primarily driven by changes in fair value of our foreign currency forward contracts used in connection with our foreign currency risk management program.

Previous wording

Professional Fees. Expenses related to professional fees increased by $0.6 million or 5.6% to $11.8 million for the three months ended March 31, 2024 from $11.2 million for the three months ended March 31, 2023. The increase was primarily due to an increase in professional fees related to acquisitions compared to the prior period and partially offset by a decrease in legal costs driven by costs incurred during the first quarter of 2023 in connection with regulatory compliance matters, including periodic information requests, that did not reoccur at the same rate during the first quarter of 2024.

Current wording

Professional Fees. Expenses related to professional fees increased by $3.3 million or 15.0% to $25.1 million for the six months ended June 30, 2024 from $21.8 million for the six months ended June 30, 2023. The increase was primarily due to increased acquisition costs, partially offset by a decrease in legal costs driven by costs incurred during the first half of 2023 in connection with regulatory compliance matters, including periodic information requests, that did not reoccur at the same rate during 2024.

Previous wording

Interest expense increased by $1.3 million to $1.7 million for the three months ended March 31, 2024 from $0.4 million for the three months ended March 31, 2023 primarily due to interest expense incurred on payments due under the Tax Receivable Agreement.

Current wording

Interest expense increased by $1.3 million to $2.3 million for the six months ended June 30, 2024 from $0.9 million for the six months ended June 30, 2023 primarily due to interest expense incurred on payments due under the Tax Receivable Agreement.

Previous wording

While inflation may impact our revenues and operating expenses, we believe the effects of inflation, if any, on our results of operations and financial condition have not been significant during the three months ended March 31, 2024 and 2023. However, there can be no assurance that our results of operations and financial condition will not be materially impacted by inflation in the future. See “— Trends and Other Factors Impacting Our Performance —Economic Environment” above.

Current wording

While inflation may impact our revenues and operating expenses, we believe the effects of inflation, if any, on our results of operations and financial condition have not been significant during the three and six months ended June 30, 2024 and 2023. However, there can be no assurance that our results of operations and financial condition will not be materially impacted by inflation in the future. See “— Trends and Other Factors Impacting Our Performance —Economic Environment” above.

Previous wording

As of March 31, 2024 and December 31, 2023, we had cash and cash equivalents of approximately $1.5 billion and $1.7 billion, respectively. All cash and cash equivalents were held in accounts with financial institutions or money market funds such that the funds are immediately available or in fixed term deposits or investments with a maximum maturity of three months. See Item 3. “Quantitative And Qualitative Disclosures About Market Risks — Credit Risk.”

Current wording

As of June 30, 2024 and December 31, 2023, we had cash and cash equivalents of approximately $1.7 billion and $1.7 billion, respectively. All cash and cash equivalents were held in accounts with financial institutions or money market funds such that the funds are immediately available or in fixed term deposits or investments with a maximum maturity of three months. See Item 3. “Quantitative And Qualitative Disclosures About Market Risks — Credit Risk.”

Previous wording

On April 25, 2024, the board of directors of Tradeweb Markets Inc. declared a cash dividend of $0.10 per share of Class A common stock and Class B common stock for the second quarter of 2024. This dividend will be payable on June 17, 2024 to stockholders of record as of June 3, 2024.

Current wording

On July 25, 2024, the board of directors of Tradeweb Markets Inc. declared a cash dividend of $0.10 per share of Class A common stock and Class B common stock for the third quarter of 2024. This dividend will be payable on September 16, 2024 to stockholders of record as of September 3, 2024.

Previous wording

In March 2024, Tradeweb Markets Inc. paid quarterly cash dividends to holders of Class A common stock and Class B common stock in an aggregate amount totaling $21.3 million during the three months ended March 31, 2024.

Current wording

In March and June 2024, Tradeweb Markets Inc. paid quarterly cash dividends to holders of Class A common stock and Class B common stock in an aggregate amount totaling $42.6 million during the six months ended June 30, 2024.

Previous wording

On April 25, 2024, Tradeweb Markets Inc., as the sole manager, approved a distribution by TWM LLC to its equityholders, including Tradeweb Markets Inc., in an aggregate amount of $73.1 million, as adjusted by required state and local tax withholdings that will be determined prior to the record date of May 21, 2024, payable on June 4, 2024.

Current wording

On July 25, 2024, Tradeweb Markets Inc., as the sole manager, approved a distribution by TWM LLC to its equityholders, including Tradeweb Markets Inc., in an aggregate amount of $89.8 million, as adjusted by required state and local tax withholdings that will be determined prior to the record date of September 3, 2024, payable on September 12, 2024.

Previous wording

In March 2024, TWM LLC made quarterly cash distributions to its equityholders in an aggregate amount of $62.1 million during the three months ended March 31, 2024, including distributions to Tradeweb Markets Inc. of $56.0 million and distributions to non-controlling interests of $6.1 million. The proceeds of the cash distributions were used by Tradeweb Markets Inc. to fund dividend payments, taxes and expenses.

Current wording

In March and June 2024, TWM LLC made quarterly cash distributions to its equityholders in an aggregate amount of $164.1 million during the six months ended June 30, 2024, including distributions to Tradeweb Markets Inc. of $148.0 million and distributions to non-controlling interests of $16.1 million. The proceeds of the cash distributions were used by Tradeweb Markets Inc. to fund dividend payments, taxes and expenses.

Previous wording

On December 5, 2022, the board of directors authorized a new share repurchase program (the “2022 Share Repurchase Program”), after completing in October 2022, the $150.0 million of total repurchases of the Company’s Class A common stock previously authorized in February 2021 (the “2021 Share Repurchase Program”). The 2022 Share Repurchase Program was authorized to continue to offset annual dilution from stock-based compensation plans, as well as to opportunistically repurchase our Class A common stock. The 2022 Share Repurchase Program authorizes the purchase of up to $300.0 million of our Class A common stock at the Company’s discretion and has no termination date. The 2022 Share Repurchase Program can be effected through regular open-market purchases (which may include repurchase plans designed to comply with Rule 10b5-1), through privately negotiated transactions or through accelerated share repurchases, each in accordance with applicable securities laws and other restrictions. The amounts, timing and manner of the repurchases will be subject to general market conditions, the prevailing price and trading volumes of our Class A common stock and other factors. The 2022 Share Repurchase Program does not require the Company to acquire a specific number of shares and may be suspended, amended or discontinued at any time. During the three months ended March 31, 2024, the Company did not repurchase any shares pursuant to the 2022 Share Repurchase Program. As of March 31, 2024, a total of $239.8 million remained available for repurchase pursuant to the 2022 Share Repurchase Program.

Current wording

On December 5, 2022, the board of directors authorized a new share repurchase program (the “2022 Share Repurchase Program”), after completing in October 2022, the $150.0 million of total repurchases of the Company’s Class A common stock previously authorized in February 2021 (the “2021 Share Repurchase Program”). The 2022 Share Repurchase Program was authorized to continue to offset annual dilution from stock-based compensation plans, as well as to opportunistically repurchase our Class A common stock. The 2022 Share Repurchase Program authorizes the purchase of up to $300.0 million of our Class A common stock at the Company’s discretion and has no termination date. The 2022 Share Repurchase Program can be effected through regular open-market purchases (which may include repurchase plans designed to comply with Rule 10b5-1), through privately negotiated transactions or through accelerated share repurchases, each in accordance with applicable securities laws and other restrictions. The amounts, timing and manner of the repurchases will be subject to general market conditions, the prevailing price and trading volumes of our Class A common stock and other factors. The 2022 Share Repurchase Program does not require the Company to acquire a specific number of shares and may be suspended, amended or discontinued at any time. During the six months ended June 30, 2024, the Company did not repurchase any shares pursuant to the 2022 Share Repurchase Program. As of June 30, 2024, a total of $239.8 million remained available for repurchase pursuant to the 2022 Share Repurchase Program.