Tradeweb Markets Inc.

Previous wording

On August 1, 2024, we completed our acquisition of ICD. ICD revenues of $24.7 million and operating income of $0.9 million, including $11.2 million of depreciation and amortization expense, were included in our condensed consolidated statements of income for the three months ended March 31, 2025. See Note 4 – Acquisitions to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional details of this acquisition.

Current wording

On August 1, 2024, we completed our acquisition of ICD. ICD revenues of $21.8 million and operating loss of $2.4 million, including $11.2 million of depreciation and amortization expense, were included in our condensed consolidated statements of income for three months ended June 30, 2025. ICD revenues of $46.5 million and operating loss of $1.5 million, including $22.4 million of depreciation and amortization expense, were included in the Company’s condensed consolidated statements of income for the six months ended June 30, 2025. See Note 4 – Acquisitions to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional details of this acquisition.

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 2025 include, among other things, evolving monetary policies of central banks, economic, political and social conditions, legislative, regulatory or government policy changes, including 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, 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 2025 include, among other things, evolving monetary policies of central banks, economic, political and social conditions, legislative, regulatory or government policy changes, including 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, rising geopolitical tensions in the Middle East and concerns with respect to the banking industry, including as a result of any bank failures.

Previous wording

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA established a 15% corporate alternative minimum tax (“CAMT”) effective for taxable years beginning after December 31, 2022, and imposed 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 on the Company’s financial condition, results of operations and cash flows as of and for the three months ended March 31, 2025 or 2024. The Company is subject to the current 15% CAMT, however, it did not have an impact on the Company’s effective tax rate for the three months ended March 31, 2025 or 2024. The IRA also did 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 for the three months ended March 31, 2025 and 2024.

Current wording

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA established a 15% corporate alternative minimum tax (“CAMT”) effective for taxable years beginning after December 31, 2022, and imposed 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 on the Company’s financial condition, results of operations and cash flows as of and for the three and six months ended June 30, 2025 or 2024. The Company is subject to the current 15% CAMT, however, it did not have an impact on the Company’s effective tax rate for the three and six months ended June 30, 2025 or 2024. The IRA also did 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 for the three and six months ended June 30, 2025 or 2024.

Previous wording

On October 8, 2021, the Organization for Economic Cooperation and Development announced an accord endorsing and providing an implementation plan focused on global profit allocation, and implementing a global minimum tax rate of at least 15% for large multinational corporations on a jurisdiction-by-jurisdiction basis, known as the “Two Pillar Plan.” On December 15, 2022, the European Council formally adopted a European Union directive on the implementation of the plan which became effective for the Company beginning on January 1, 2024. The Company falls under the provisions of the Two Pillar Plan and related tax impacts per local country adoption as it is a consolidating subsidiary of LSEG. The Two Pillar Plan did not have an impact on the Company’s financial condition, results of operations and cash flows as of and for the three months ended March 31, 2025 or 2024.

Current wording

On October 8, 2021, the Organization for Economic Cooperation and Development announced an accord endorsing and providing an implementation plan focused on global profit allocation, and implementing a global minimum tax rate of at least 15% for large multinational corporations on a jurisdiction-by-jurisdiction basis, known as the “Two Pillar Plan.” On December 15, 2022, the European Council formally adopted a European Union directive on the implementation of the plan which became effective for the Company beginning on January 1, 2024. The Company falls under the provisions of the Two Pillar Plan and related tax impacts per local country adoption as it is a consolidating subsidiary of LSEG. The Two Pillar Plan did not have an impact on the Company’s financial condition, results of operations and cash flows as of and for the three and six months ended June 30, 2025 or 2024. The Company continues to monitor developments related to the G7’s discussions on global tax reform and is awaiting legislative updates.

Previous wording

For variable transaction fees and commissions, we charge 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 (“ADB”) invested in the money market funds during a calendar month. Because transaction fees and commissions are sometimes subject to plans with tiered pricing based on product mix, volume, monthly minimums and monthly maximum fee caps, average variable fees per million dollars of volume traded generated for a client may vary each month depending on the mix of products and volume traded. Furthermore, because transaction fees and commissions vary by geographic region, product type and trade size, our revenues may not correlate with volume growth.

Current wording

For variable transaction fees and commissions, we charge 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 (“ADB”) invested in the money market funds during a calendar month. Because transaction fees and commissions are sometimes subject to plans with tiered pricing based on product mix, volume, monthly minimums and monthly maximum fee caps, average variable fees per million dollars of volume traded generated for a client may vary each month depending on the mix of products and volume traded. Furthermore, because transaction fees and commissions vary by geographic region, product type and trade size, our revenues may not correlate with volume growth. The mix between fixed and variable revenue may change overtime.

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.

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, 2025 and 2024.

Previous wording

Our strong results for the first quarter of 2025 reflected significant organic growth and solid contributions from our recent acquisition of ICD. We remained focused on and grew market share while also benefiting from market volatility around economic and geopolitical uncertainty contributing to broad-based volume growth, which underscored our sustained momentum across asset classes. The primary driver of the $100.9 million increase in revenue was related to an $85.9 million increase in transaction fees and commissions to $421.3 million for the three months ended March 31, 2025 from $335.5 million for the three months ended March 31, 2024, primarily due to higher revenues for rates derivatives products, U.S. government bonds, credit derivative products and European exchange traded funds (“ETFs”), as well as the basis point commissions earned on the average daily balance of client money market fund investments made through the ICD Portal during the three months ended March 31, 2025.

Current wording

Our strong results for the second quarter of 2025 reflected significant organic growth, strong client engagement and solid contributions from our recent acquisition of ICD. The quarter was marked by several notable events, including heightened volatility in April, brought on by evolving central bank policy expectations, the announcement of new U.S. tariffs and rising geopolitical tensions in the Middle East, all of which influenced trading activity across the broader financial ecosystem. The primary driver of the $108.0 million increase in revenue was related to a $99.3 million increase in transaction fees and commissions to $429.8 million for the three months ended June 30, 2025 from $330.5 million for the three months ended June 30, 2024, primarily due to higher revenues for rates derivatives products, U.S. government bonds, U.S. and European exchange traded funds (“ETFs”), municipals and credit derivatives products, as well as the basis point commissions earned on the average daily balance of client money market fund investments made through the ICD Portal during the three months ended June 30, 2025.

Previous wording

(4)We acquired r8fin and ICD on January 19, 2024 and August 1, 2024, respectively. Total volume reported includes volumes from each acquired business subsequent to the closing date of the applicable acquisition. For average daily volume derived from acquisitions, the denominator is the number of trading days within the reporting period that have elapsed from the acquisition date to the end date of the reporting period.

Current wording

(4)We acquired ICD on August 1, 2024. Total volume reported includes volumes from the acquired business subsequent to the closing date of the acquisition. For average daily volume derived from acquisitions, the denominator is the number of trading days within the reporting period that have elapsed from the acquisition date to the end date of the reporting period.

Previous wording

Rates. Revenues from our rates asset class increased by $51.3 million or 24.0% to $265.4 million for the three months ended March 31, 2025 compared to $214.1 million for the three months ended March 31, 2024 primarily due to higher variable transaction fees and commissions on higher trading volumes for rates derivatives products and U.S. government bonds. The increase in fixed revenue was primarily driven by changes to certain contracts that, among other items, introduced minimum fee floors or subscription fees, resulting in a shift of a portion of revenues from variable to fixed revenue.

Current wording

Rates. Revenues from our rates asset class increased by $57.0 million or 26.2% to $274.5 million for the three months ended June 30, 2025 compared to $217.5 million for the three months ended June 30, 2024 primarily due to higher variable transaction fees and commissions on higher trading volumes for rates derivatives products and U.S. government bonds. The increase in fixed revenue was primarily driven by changes to certain contracts that, among other items, introduced minimum fee floors or subscription fees, resulting in a shift of a portion of revenues from variable to fixed revenue.

Previous wording

Credit. Revenues from our credit asset class increased by $8.2 million or 7.0% to $124.0 million for the three months ended March 31, 2025 compared to $115.8 million for the three months ended March 31, 2024 primarily due to higher variable transaction fees and commissions on higher trading volumes for credit derivative products and municipals, as well as an increase in fixed revenues. The increase in fixed revenues was primarily driven by certain market participants switching from fully variable pricing plans to pricing plans that include minimum fee floors or subscription fees, resulting in a shift of a portion of revenues from variable to fixed revenue.

Current wording

Credit. Revenues from our credit asset class increased by $13.0 million or 11.7% to $124.3 million for the three months ended June 30, 2025 compared to $111.3 million for the three months ended June 30, 2024 primarily due to an increase in fixed revenues, primarily driven by certain market participants switching from fully variable pricing plans to pricing plans that include minimum fee floors or subscription fees, resulting in a shift of a portion of revenues from variable to fixed revenue and a net increase in total revenue. Revenues from our credit asset class also increased due to higher variable transaction fees and commissions on higher trading volumes for municipals and credit derivatives products.

Previous wording

Average variable fees per million for credit decreased primarily due to a shift in the mix and methods of products traded, including certain market participants opting for pricing plans with more fixed fee components, resulting in a shift from variable to fixed revenue within U.S. corporate bonds and a mix shift towards derivatives products, which have a lower variable fee capture compared to overall credit.

Current wording

Average variable fees per million for credit decreased primarily due to certain market participants opting for pricing plans with more fixed fee components, resulting in a shift from variable to fixed revenue within U.S. corporate bonds, and a mix shift towards derivatives products, which have a lower variable fee capture compared to overall credit.

Previous wording

Equities. Revenues from our equities asset class increased by $4.4 million or 16.1% to $31.4 million for the three months ended March 31, 2025 compared to $27.1 million for the three months ended March 31, 2024 primarily due to higher variable transaction fees and commissions on higher trading volumes for European ETFs and equity derivative products.

Current wording

Equities. Revenues from our equities asset class increased by $11.4 million or 49.8% to $34.3 million for the three months ended June 30, 2025 compared to $22.9 million for the three months ended June 30, 2024 primarily due to higher variable transaction fees and commissions on higher trading volumes for U.S. and European ETFs.

Previous wording

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

Current wording

Average variable fees per million for equities increased primarily due to higher fee per million for U.S. ETFs, which was due to lower volume per unit traded, and a mix shift towards European ETFs, which have a higher variable fee capture compared to overall equities.

Previous wording

Money Markets. Revenues from our money markets asset class increased by $26.9 million or 160.3% to $43.7 million for the three months ended March 31, 2025 compared to $16.8 million for the three months ended March 31, 2024 primarily due to the August 1, 2024 acquisition of ICD and the associated basis point commissions earned on the average daily balance of client money market fund investments made through the ICD Portal, as well as higher variable transaction fees and commissions on higher trading volumes for repurchase agreements.

Current wording

Money Markets. Revenues from our money markets asset class increased by $23.6 million or 130.7% to $41.6 million for the three months ended June 30, 2025 compared to $18.0 million for the three months ended June 30, 2024 primarily due to the August 1, 2024 acquisition of ICD and the associated basis point commissions earned on the average daily balance of client money market fund investments made through the ICD Portal, as well as higher variable transaction fees and commissions on higher trading volumes for repurchase agreements.

Previous wording

Average variable fees per million for money markets increased primarily due to a shift in the mix of products traded in this category as a result of the August 1, 2024 acquisition of ICD and the associated basis point commissions earned on the average daily balance of client money market fund investments made through the ICD Portal, which have a higher variable fee capture compared to the historical product mix, partially offset by a mix shift towards repurchase agreements which have a lower variable fee capture compared to overall money markets.

Current wording

Average variable fees per million for money markets increased primarily due to a shift in the mix of products traded in this category as a result of the August 1, 2024 acquisition of ICD and the associated basis point commissions earned on the average daily balance of client money market fund investments made through the ICD Portal, which have a higher variable fee capture compared to the historical product mix, partially offset by a mix shift away from certificates of deposit, which have a higher variable fee capture compared to overall money markets.

Previous wording

Institutional. Revenues from our institutional client sector increased by $60.7 million or 24.6% to $308.1 million for the three months ended March 31, 2025 from $247.3 million for the three months ended March 31, 2024. The increase was derived primarily from higher revenues for rates derivatives products, credit derivative products, U.S., European and other government bonds, U.S. and European corporate bonds, European ETFs and mortgages.

Current wording

Institutional. Revenues from our institutional client sector increased by $76.4 million or 31.1% to $321.9 million for the three months ended June 30, 2025 from $245.6 million for the three months ended June 30, 2024. The increase was derived primarily from higher revenues for rates derivatives products, U.S. and European ETFs, U.S. and European corporate bonds, credit derivatives products, mortgages and European and U.S. government bonds.

Previous wording

Wholesale. Revenues from our wholesale client sector increased by $5.1 million or 5.2% to $102.3 million for the three months ended March 31, 2025 from $97.2 million for the three months ended March 31, 2024. The increase was derived primarily from higher revenues for U.S. government bonds.

Current wording

Wholesale. Revenues from our wholesale client sector increased by $7.0 million or 7.4% to $101.2 million for the three months ended June 30, 2025 from $94.3 million for the three months ended June 30, 2024. The increase was derived primarily from higher revenues for U.S. government bonds and repurchase agreements.

Previous wording

Retail. Revenues from our retail client sector were relatively flat at $35.9 million for the three months ended March 31, 2025, an increase of $0.7 million or 2.1% from $35.2 million for the three months ended March 31, 2024.

Current wording

Retail. Revenues from our retail client sector were relatively flat at $37.6 million for the three months ended June 30, 2025, an increase of $1.7 million or 4.8% from $35.9 million for the three months ended June 30, 2024.

Previous wording

Corporates. Revenues from our corporates client sector were $24.7 million for the three months ended March 31, 2025. With the August 1, 2024 acquisition of ICD and its proprietary institutional investment technology, we entered the corporates client sector. This new client channel primarily serves corporate treasury organizations worldwide in investing in money market funds. Revenues from our corporates client sector primarily includes the basis point commissions earned on the average daily balance of client money market fund investments made through the ICD Portal during the three months ended March 31, 2025.

Current wording

Corporates. Revenues from our corporates client sector were $21.8 million for the three months ended June 30, 2025. With the August 1, 2024 acquisition of ICD and its proprietary institutional investment technology, we entered the corporates client sector. This new client channel primarily serves corporate treasury organizations worldwide in investing in money market funds. Revenues from our corporates client sector primarily includes the basis point commissions earned on the average daily balance of client money market fund investments made through the ICD Portal during the three months ended June 30, 2025.

Previous wording

International. Revenues from International clients increased by $57.2 million or 37.0% to $211.8 million for the three months ended March 31, 2025 from $154.6 million for the three months ended March 31, 2024 primarily due to higher revenues for rates derivatives products, money markets, including the contribution from the ICD Acquisition, market data, credit derivative products and European ETFs.

Current wording

International. Revenues from international clients increased by $62.4 million or 40.8% to $215.2 million for the three months ended June 30, 2025 from $152.8 million for the three months ended June 30, 2024 primarily due to higher revenues for rates derivatives products, money markets, including the contribution from the ICD Acquisition, European ETFs, credit derivatives products, European government bonds and market data.

Previous wording

Employee Compensation and Benefits. Expenses related to employee compensation and benefits increased by $33.8 million or 23.6% to $176.9 million for the three months ended March 31, 2025 from $143.1 million for the three months ended March 31, 2024. 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, bonus and benefits associated with our continued growth, including the August 1, 2024 ICD Acquisition. As of March 31, 2025, December 31, 2024 and March 31, 2024, we had 1,435, 1,412 and 1,185 employees globally, respectively.

Current wording

Employee Compensation and Benefits. Expenses related to employee compensation and benefits increased by $32.5 million or 23.7% to $169.7 million for the three months ended June 30, 2025 from $137.2 million for the three months ended June 30, 2024. 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, bonus and benefits associated with our continued growth, including the August 1, 2024 ICD Acquisition. As of June 30, 2025, December 31, 2024 and June 30, 2024, we had 1,462, 1,412 and 1,223 employees globally, respectively.

Previous wording

Depreciation and Amortization. Expenses related to depreciation and amortization increased by $13.4 million or 27.1% to $62.7 million for the three months ended March 31, 2025 from $49.3 million for the three months ended March 31, 2024. The increase was primarily due to increases in amortization of assets acquired in connection with the ICD Acquisition on August 1, 2024.

Current wording

Depreciation and Amortization. Expenses related to depreciation and amortization increased by $13.1 million or 26.3% to $63.0 million for the three months ended June 30, 2025 from $49.9 million for the three months ended June 30, 2024. The increase was primarily due to increases in amortization of assets acquired in connection with the ICD Acquisition on August 1, 2024.

Previous wording

Technology and Communications. Expenses related to technology and communications increased by $7.4 million or 34.8% to $28.7 million for the three months ended March 31, 2025 from $21.3 million for the three months ended March 31, 2024. The increase was primarily due to 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 $6.0 million or 24.7% to $30.2 million for the three months ended June 30, 2025 from $24.2 million for the three months ended June 30, 2024. 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

General and Administrative. Expenses related to general and administrative costs increased by $8.9 million or 81.9% to $19.7 million for the three months ended March 31, 2025 from $10.9 million for the three months ended March 31, 2024. The increase was primarily due to an $8.6 million increase in foreign exchange losses during the three months ended March 31, 2025 compared to the prior year period. Realized and unrealized foreign currency losses totaled $5.4 million during the three months ended March 31, 2025 as compared to $3.2 million in gains during three months ended March 31, 2024. The change was primarily driven by the change in fair value of our foreign currency forward contracts used in connection with our foreign currency risk management program, partially offset by an increase in foreign currency re-measurement gains on transactions in nonfunctional currencies. Increases in travel and entertainment costs to support our continued growth also contributed to the overall increase in general and administrative expenses.

Current wording

General and Administrative. Expenses related to general and administrative costs increased by $17.2 million or 135.1% to $30.0 million for the three months ended June 30, 2025 from $12.8 million for the three months ended June 30, 2024. The increase was primarily due to a $14.6 million increase in foreign exchange losses during the three months ended June 30, 2025 compared to the prior year period. Realized and unrealized foreign currency losses totaled $12.8 million during the three months ended June 30, 2025 as compared to $1.8 million in gains during the three months ended June 30, 2024. The change was primarily driven by the change in fair value of our foreign currency forward contracts used in connection with our foreign currency risk management program, partially offset by an increase in foreign currency re-measurement gains on transactions in nonfunctional currencies. Increases in travel and entertainment costs to support our continued growth also contributed to the overall increase in general and administrative expenses.

Previous wording

Occupancy. Expenses related to occupancy costs increased by $0.4 million or 8.6% to $5.1 million for the three months ended March 31, 2025 from $4.7 million for the three months ended March 31, 2024. The increase was primarily due to higher data center and office rent expense associated with our global expansion.

Current wording

Occupancy. Expenses related to occupancy costs increased by $1.0 million or 21.0% to $6.0 million for the three months ended June 30, 2025 from $5.0 million for the three months ended June 30, 2024. The increase was primarily due to higher data center and office rent expense associated with our global expansion.

Previous wording

Interest income decreased by $7.2 million to $13.8 million for the three months ended March 31, 2025 from $21.1 million for the three months ended March 31, 2024 primarily due to a decrease in the average interest rates earned period-over-period and a decrease in our average invested cash balance as a result of the cash paid in connection with the August 1, 2024 ICD Acquisition.

Current wording

Interest income decreased by $6.5 million or 30.4% to $15.0 million for the three months ended June 30, 2025 from $21.5 million for the three months ended June 30, 2024 primarily due to a decrease in our average invested cash balance as a result of the cash paid in connection with the August 1, 2024 ICD Acquisition and a decrease in the average interest rates earned period-over-period.

Previous wording

Other income was $4.2 million for the three months ended March 31, 2025 due to an unrealized gain relating to the increase in fair value of our Canton Coin holdings during the three months ended March 31, 2025. There was no other income (loss), net during the three months ended March 31, 2024.

Current wording

Other income was $12.7 million for the three months ended June 30, 2025 due to an $18.1 million unrealized gain relating to the increase in fair value of our Canton Coin holdings, which was partially offset by a $5.4 million loss due to the impairment of a minority equity investment. There was no other income (loss), net during the three months ended June 30, 2024.

Previous wording

Income tax expense increased by $9.6 million to $53.3 million for the three months ended March 31, 2025 from $43.6 million for the three months ended March 31, 2024. 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, 2025 was approximately 24.0%, compared with 23.3% for the three months ended March 31, 2024. The effective tax rate for the three months ended March 31, 2025 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 and the Foreign-Derived Intangible Income (“FDII”) deduction. 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.

Current wording

Income tax expense increased by $4.5 million or 9.5% to $51.5 million for the three months ended June 30, 2025 from $47.0 million for the three months ended June 30, 2024. 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, 2025 was approximately 22.7%, compared with 25.6% for the three months ended June 30, 2024. The effective tax rate for the three months ended June 30, 2025 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 dividends received deduction and the Foreign-Derived Intangible Income (“FDII”) deduction. 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.

Previous wording

(1)Subscription fees for the three months ended March 31, 2025 and 2024 include $28.9 million and $20.5 million, respectively, of LSEG market data fees.

Current wording

(1)Subscription fees for the six months ended June 30, 2025 and 2024 include $49.5 million and $41.1 million, respectively, of LSEG market data fees.

Previous wording

Market Data. Revenues from our market data asset class increased by $9.7 million or 33.4% to $38.7 million for the three months ended March 31, 2025 compared to $29.0 million for the three months ended March 31, 2024. The increase was primarily due to increased LSEG market data fees, with $8.4 million of the increase derived from the periodic delivery of historical data sets which occurred during the three months ended March 31, 2025, and other increases in proprietary third party market data revenue.

Current wording

Market Data. Revenues from our market data asset class increased by $10.9 million or 18.7% to $69.1 million for the six months ended June 30, 2025 compared to $58.2 million for the six months ended June 30, 2024. The increase was primarily due to increased LSEG market data fees, with $8.4 million of the increase derived from the periodic delivery of historical data sets which occurred during the three months ended March 31, 2025, and other increases in proprietary third party market data revenue.

Previous wording

Market Data. Revenues from our market data client sector increased by $9.7 million or 33.4% to $38.7 million for the three months ended March 31, 2025 from $29.0 million for the three months ended March 31, 2024. The increase was derived primarily from increased LSEG market data fees, with $8.4 million of the increase derived from the periodic delivery of historical data sets which occurred during the three months ended March 31, 2025, and other increases in proprietary third party market data revenue.

Current wording

Market Data. Revenues from our market data client sector increased by $10.9 million or 18.7% to $69.1 million for the six months ended June 30, 2025 from $58.2 million for the six months ended June 30, 2024. The increase was primarily due to increased LSEG market data fees, with $8.4 million of the increase derived from the periodic delivery of historical data sets which occurred during the three months ended March 31, 2025, and other increases in proprietary third party market data revenue.

Previous wording

U.S. Revenues from U.S. clients increased by $43.8 million or 17.2% to $297.9 million for the three months ended March 31, 2025 from $254.1 million for the three months ended March 31, 2024 primarily due to higher revenues for money markets, including the contribution from the ICD Acquisition, rates derivative products, U.S. government bonds, market data, mortgages and municipals.

Current wording

U.S. Revenues from U.S. clients increased by $89.4 million or 17.7% to $595.7 million for the six months ended June 30, 2025 from $506.2 million for the six months ended June 30, 2024 primarily due to higher revenues for money markets, including the contribution from the ICD Acquisition, rates derivatives products, U.S. government bonds, municipals, U.S. ETFs and mortgages.

Previous wording

Professional Fees. Expenses related to professional fees increased by $0.7 million or 5.6% to $12.5 million for the three months ended March 31, 2025 from $11.8 million for the three months ended March 31, 2024, primarily due to higher technology consulting expenses.

Current wording

Professional Fees. Expenses related to professional fees increased by $1.5 million or 5.9% to $26.6 million for the six months ended June 30, 2025 from $25.1 million for the six months ended June 30, 2024, primarily due to higher technology consulting expenses.

Previous wording

Interest expense decreased by $1.1 million to $0.6 million for the three months ended March 31, 2025 from $1.7 million for the three months ended March 31, 2024 primarily due to timing of payments made under the Tax Receivable Agreement. No interest expense was incurred on payments due under the Tax Receivable Agreement during the three months ended March 31, 2025 compared to $1.2 million of interest expense during the three months ended March 31, 2024.

Current wording

Interest expense decreased by $1.2 million or 55.0% to $1.0 million for the six months ended June 30, 2025 from $2.3 million for the six months ended June 30, 2024 primarily due to timing of payments made under the Tax Receivable Agreement. No interest expense was incurred on payments due under the Tax Receivable Agreement during the six months ended June 30, 2025 compared to $1.2 million of interest expense during the six months ended June 30, 2024.

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, 2025 and 2024. 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, 2025 and 2024. 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 both March 31, 2025 and December 31, 2024, we had cash and cash equivalents of approximately $1.3 billion. 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 Risk — Credit Risk.”

Current wording

As of June 30, 2025 and December 31, 2024, we had cash and cash equivalents of approximately $1.6 billion and $1.3 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 Risk — Credit Risk.”

Previous wording

On April 30, 2025, the board of directors of Tradeweb Markets Inc. declared a cash dividend of $0.12 per share of Class A common stock and Class B common stock for the second quarter of 2025. This dividend will be payable on June 16, 2025 to stockholders of record as of June 2, 2025.

Current wording

On July 30, 2025, the board of directors of Tradeweb Markets Inc. declared a cash dividend of $0.12 per share of Class A common stock and Class B common stock for the third quarter of 2025. This dividend will be payable on September 16, 2025 to stockholders of record as of September 2, 2025.

Previous wording

In March 2025, Tradeweb Markets Inc. paid quarterly cash dividends to holders of Class A common stock and Class B common stock in an aggregate amount totaling $25.6 million during the three months ended March 31, 2025.

Current wording

In March and June 2025, Tradeweb Markets Inc. paid quarterly cash dividends to holders of Class A common stock and Class B common stock in an aggregate amount totaling $51.2 million during the six months ended June 30, 2025.

Previous wording

On April 30, 2025, 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 $52.4 million, as adjusted by required state and local tax withholdings that will be determined prior to the record date of June 2, 2025, payable on June 12, 2025.

Current wording

On July 30, 2025, 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 $16.7 million, as adjusted by required state and local tax withholdings that will be determined prior to the record date of September 2, 2025, payable on September 12, 2025.

Previous wording

In March 2025, TWM LLC made quarterly cash distributions to its equityholders in an aggregate amount of $75.8 million during the three months ended March 31, 2025, including distributions to Tradeweb Markets Inc. of $68.4 million and distributions to non-controlling interests of $7.4 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 2025, TWM LLC made quarterly cash distributions to its equityholders in an aggregate amount of $128.2 million during the six months ended June 30, 2025, including distributions to Tradeweb Markets Inc. of $115.7 million and distributions to non-controlling interests of $12.5 million. The proceeds of the cash distributions were used by Tradeweb Markets Inc. to fund dividend payments, taxes and expenses.