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 2025 Annual Meeting

of Stockholders and

Proxy Statement

ABOUT TRADEWEB

As a leader in building and operating electronic

marketplaces for rates, credit, equities and

money markets, Tradeweb connects over

3,000 institutional, wholesale, retail and

corporate clients globally.

TRADEWEB BY THE NUMBERS

FY24

Revenues

$1.7B

(+29.0% YoY)

FY24 Adjusted

EBITDA margin*

53.3%

(+91 bps YoY)

FY24 Adjusted

Net Income*

$695.2M

(+29.8 YoY)

FY24

Free Cash Flow*

$808.9M

(+18.2% YoY)

*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, 2025 and our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. Securities and

Exchange Commission on February 7, 2025.

TO MY FELLOW SHAREHOLDERS,

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 Tuesday, May 20, 2025, atwww.virtualshareholdermeeting.com/

TW2025.

The accompanying 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,

Billy Hult

Chief Executive Officer

March 27, 2025

Notice of 2025 Virtual Annual Meeting of Stockholders

To Our Stockholders:

We are pleased to invite you to attend the 2025 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 Tuesday, May 20, 2025, at

www.virtualshareholdermeeting.com/TW2025 for the following purposes:

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

Board of Directors for a three-year term until the 2028 Annual Meeting of Stockholders and until 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, 2025 (Proposal 2);

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

4. 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 and (iii) "FOR" the approval, on an advisory basis, of the compensation paid to our named executive officers.

The Board of Directors has fixed March 24, 2025 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 10

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/TW2025, 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 27, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY

MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE

HELD ONMAY 20, 2025

The Notice, the Proxy Statement and the Company’s 2024 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, 2024 carefully before voting.

PROXY SUMMARY

MEETING INFORMATION

HOW TO VOTE

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.

We first began sending our stockholders the Notice and made our proxy materials available on or about March 27, 2025.

PROPOSALS

Proposal 1

Election of

Directors

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

Company, each to serve for a three-year term until the 2028 Annual Meeting and until 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, 2025.

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 2025.

INTERNET

To vote before the meeting, visit

www.proxyvote.com.

To vote at the meeting, visit

www.virtualshareholdermeeting.com/

TW2025. 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.

Our Board of Directors

Denotes Chairperson

Denotes Chairperson

Our Board of Directors

BOARD SKILLS AND QUALIFICATIONS

CAPITAL MARKETS/FIXED INCOME

ELECTRONIC TRADING

CORPORATE GOVERNANCE

RISK MANAGEMENT/

INFORMATION TECHNOLOGY & SYSTEMS

8 of 11 directors

11 of 11 directors

7 of 11 directors

LEGAL & REGULATORY

5 of 11 directors

GLOBAL LEADERSHIP/HUMAN CAPITAL

FINANCIAL EXPERTISE

7 of 11 directors

MERGERS & ACQUISITIONS

BOARD INDEPENDENCE ANDTENURE

64%

INDEPENDENT

AVERAGE

3.4

YEARS

Non-independent

Independent

3+ years

0-3 years

INDEPENDENCE

TENURE

Executive Compensation Program Highlights

KEY 2024 EXECUTIVE COMPENSATION PROGRAM PRACTICES

LONG-TERM

PERFORMANCE

ALIGNMENT

•Annual award to NEOs of

performance-based restricted stock

units that vest based on achievement

of three-year financial targets

("PRSUs")

•Annual award to NEOs of

performance-vesting stock units that

vest based on achievement of total

shareholder return ("TSR") targets

during the last year of a three-year

performance period ("PSUs")

SIGNIFICANT EQUITY

INCENTIVES AND

OWNERSHIP

•CEO total compensation delivered

81% in equity; non-CEO NEO

total compensation delivered 62%

in equity

•Established stock ownership

guidelines for senior management

and non-employee directors

MARKET-INFORMED

TOTAL COMPENSATION

PACKAGE

•Established compensation peer

group for benchmarking

purposes

KEY ELEMENTS OF OUR FISCAL YEAR 2024 COMPENSATION PROGRAM

95%

93%

PHILOSOPHY AND OBJECTIVES