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Tradeweb Markets Inc.

For the period ended Sep 30, 2025. Filed Oct 30, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 30, 2025

TW$127.73+0.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-07-30.

0001758730-25-000161

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-30.

0001758730-25-000172

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 269 previous paragraphs and 271 current paragraphs.

163 unchanged; 90 reworded; 17 added; 14 removed; 2 previous and 1 current paragraphs rearranged.

Tables are not compared: 23 previous and 23 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (17)

Current report

Our strong results for the third quarter of 2025 reflected significant organic growth, strong client engagement and contributions from our acquisition of ICD on August 1, 2024. Our markets remained resilient despite depressed rate volatility. The primary driver of the $59.7 million increase in revenue was related to a $47.8 million increase in transaction fees and commissions to $421.3 million for the three months ended September 30, 2025 from $373.5 million for the three months ended September 30, 2024, primarily due to higher revenues for rates derivatives products. Additionally, there was a $9.6 million increase in subscription fees to $81.4 million for the three months ended September 30, 2025 from $71.7 million for the three months ended September 30, 2024, primarily due to certain market participants switching from fully variable pricing plans to pricing plans that include minimum fee floors or subscriptions, resulting in a shift of a portion of revenues from transaction fees and commissions to subscription fees.

Current report

Credit. Revenues from our credit asset class increased by $3.0 million or 2.6% to $121.3 million for the three months ended September 30, 2025 compared to $118.3 million for the three months ended September 30, 2024 primarily due to higher variable transaction fees and commissions on higher trading volumes for municipals. The increase in variable revenues for municipals was offset by a decline in variable revenues for U.S. corporate bonds, 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 report

Other. Revenues from our other asset class increased by $3.1 million or 51.6% to $9.2 million for the three months ended September 30, 2025 compared to $6.1 million for the three months ended September 30, 2024 primarily due to an increase in revenue earned for performing validation services on the Canton Network.

Current report

Institutional. Revenues from our institutional client sector increased by $50.5 million or 18.9% to $317.1 million for the three months ended September 30, 2025 compared to $266.7 million for the three months ended September 30, 2024. The increase was derived primarily from higher revenues for rates derivatives products, mortgages, European government bonds, International ETFs, other government bonds and U.S. ETFs.

Current report

Retail. Revenues from our retail client sector increased by $2.3 million or 6.3% to $38.0 million for the three months ended September 30, 2025 compared to $35.8 million for the three months ended September 30, 2024. The increase was derived primarily from higher revenues for municipals, partially offset by lower revenues for U.S. corporate bonds.

Current report

Occupancy. Expenses related to occupancy costs increased by $1.2 million or 22.6% to $6.6 million for the three months ended September 30, 2025 compared to $5.4 million for the three months ended September 30, 2024. The increase was primarily due to the commencement during the three months ended September 30, 2025 of the lease for our new corporate headquarters in New York City.

Current report

The tax receivable agreement liability adjustment of $0.9 million of expense recognized for the three months ended September 30, 2024 was due to changes in the tax receivable agreement liability recorded in our consolidated statements of financial condition as a result of changes in the mix of earnings in connection with the acquisition of ICD, which impacted our estimated future tax savings. There was no tax receivable agreement liability adjustment recognized for the three months ended September 30, 2025.

Current report

Other income was $39.4 million for the three months ended September 30, 2025, primarily due to realized and unrealized gains on our Canton Coin holdings, which totaled $43.2 million during the three months ended September 30, 2025 compared to $10,000 in gains during the three months ended September 30, 2024. Other income was partially offset by a $3.8 million loss due to impairments of minority equity investments during the three months ended September 30, 2025.

Current report

For the Nine Months Ended September 30, 2025 and September 30, 2024

Current report

Our total revenue by asset class for the nine months ended September 30, 2025 and 2024, and the resulting dollar and percentage changes, were as follows:

Current report

Retail. Revenues from our retail client sector increased by $4.7 million or 4.4% to $111.5 million for the nine months ended September 30, 2025 compared to $106.8 million for the nine months ended September 30, 2024. The increase was derived primarily from higher revenues for municipals, partially offset by lower revenues for U.S. corporate bonds.

Current report

Professional Fees. Expenses related to professional fees decreased by $8.5 million or 18.2% to $38.1 million for the nine months ended September 30, 2025 compared to $46.6 million for the nine months ended September 30, 2024, primarily due to a decrease in professional fees related to acquisitions.

Current report

The tax receivable agreement liability adjustment of $0.9 million of expense recognized for the nine months ended September 30, 2024 was due to changes in the tax receivable agreement liability recorded in our consolidated statements of financial condition as a result of changes in the mix of earnings in connection with the acquisition of ICD, which impacted our estimated future tax savings. There was no tax receivable agreement liability adjustment recognized for the nine months ended September 30, 2025.

Current report

Other income was $56.3 million for the nine months ended September 30, 2025 primarily due to realized and unrealized gains on our Canton Coin holdings, which totaled $65.5 million during the nine months ended September 30, 2025 compared to $10,000 in gains during the nine months ended September 30, 2024. Other income was partially offset by a $9.2 million loss due to impairments of minority equity investments during the nine months ended September 30, 2025.

Current report

As of September 30, 2025, we also had $5.0 million in unfunded capital commitments to our equity method investment.
Removed paragraphs (14)

Previous report

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 report

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 report

Professional Fees. Expenses related to professional fees were relatively flat at $14.2 million for the three months ended June 30, 2025, an increase of $0.8 million or 6.3% from $13.3 million for the three months ended June 30, 2024.

Previous report

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 report

Our total revenue by asset class for the six months ended June 30, 2025 and 2024, and the resulting dollar and percentage changes, were as follows:

Previous report

Credit. Revenues from our credit asset class increased by $21.1 million or 9.3% to $248.3 million for the six months ended June 30, 2025 compared to $227.2 million for the six 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 credit derivatives products and municipals.

Previous report

Other. Revenues from our other asset class increased by $2.4 million or 19.9% to $14.3 million for the six months ended June 30, 2025 compared to $11.9 million for the six months ended June 30, 2024. The increase was primarily due to an increase in the value of Canton Coins earned during the six months ended June 30, 2025, in exchange for providing services as a Super Validator and Validator on the Canton Network. The Company began providing services to the Canton Network during the third quarter of 2024.

Previous report

Institutional. Revenues from our institutional client sector increased by $137.1 million or 27.8% to $630.0 million for the six months ended June 30, 2025 from $492.9 million for the six months ended June 30, 2024. The increase was derived primarily from higher revenues for rates derivatives products, U.S. corporate bonds, credit derivatives products, European and U.S. ETFs, mortgages and U.S. and European government bonds.

Previous report

Wholesale. Revenues from our wholesale client sector increased by $12.0 million or 6.3% to $203.5 million for the six months ended June 30, 2025 from $191.5 million for the six months ended June 30, 2024. The increase was derived primarily from higher revenues for U.S. government bonds and repurchase agreements.

Previous report

Retail. Revenues from our retail client sector were relatively flat at $73.5 million for the six months ended June 30, 2025, an increase of $2.4 million or 3.4% from $71.0 million for the six months ended June 30, 2024.

Previous report

Occupancy. Expenses related to occupancy costs increased by $1.4 million or 15.0% to $11.1 million for the six months ended June 30, 2025 from $9.6 million for the six months ended June 30, 2024. The increase was primarily due to higher data center and office rent expense associated with our global expansion.

Previous report

Other income was $16.9 million for the six months ended June 30, 2025 due to a $22.3 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 six months ended June 30, 2024.
Reworded paragraphs (90)

Previous 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.

Current wording

On August 1, 2024, we completed our acquisition of ICD. From the date of ICD Acquisition through September 30, 2024, ICD revenues of $17.2 million and an operating loss of $0.3 million, including $7.3 million of depreciation and amortization expense, were included in our condensed consolidated statements of income for the three and nine months ended September 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 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 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.

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, geopolitical tensions in the Middle East and concerns with respect to the banking industry, including as a result of any bank failures.

Previous wording

Because the majority of our financial assets are short-term in nature, they are not significantly affected by inflation. However, the rate of inflation may affect our expenses, such as employee compensation and benefits, technology and communication expenses and occupancy costs, which may not be readily recoverable in the prices of our services. We believe any effects of inflation on our results of operations and financial condition have not been significant during any of the periods presented in this Quarterly Report on Form 10-Q. To the extent inflation, along with other factors, continues to result in elevated interest rates and has other adverse effects on the securities markets and the overall economy, it may adversely affect our results of operations and financial condition.

Current wording

Because the majority of our financial assets are short-term in nature, they are not signifi cantly affected by inflation. However, the rate of inflation may affect our expenses, such as employee compensation and benefits, technology and communication expenses and occupancy costs, which may not be readily recoverable in the prices of our services. We believe any effects of inflation on our results of operations and financial condition have not been significant during any of the periods presented in this Quarterly Report on Form 10-Q. To the extent inflation, along with other factors, continues to result in elevated interest rates and has other adverse effects on the securities markets and the overall economy, it may adversely affect our results of operations and financial condition.

Previous wording

We and our competitors compete to introduce innovations in market structure and new electronic trading capabilities. While we endeavor to be a leader in innovation, new trading capabilities of our competitors are also adopted by market participants. On the one hand, this increases liquidity and electronification for all participants, but it also puts pressure on us to further invest in our technology and to innovate to ensure the continued growth of our network of clients and continued improvement of liquidity, electronic processing and pricing on our platforms. Our ability to compete is influenced by key factors such as (i) developments in trading platforms and solutions, (ii) the liquidity we provide on transactions, (iii) the transaction costs we incur in providing our solutions, (iv) the efficiency in execution of transactions on our platforms, (v) our ability to hire and retain talent, (vi) our

Current wording

We and our competitors compete to introduce innovations in market structure and new electronic trading capabilities. While we endeavor to be a leader in innovation, new trading capabilities of our competitors are also adopted by market participants. On the one hand, this increases liquidity and electronification for all participants, but it also puts pressure on us to further invest in our technology and to innovate to ensure the continued growth of our network of clients and continued improvement of liquidity, electronic processing and pricing on our platforms. Our ability to compete is influenced by key factors such as (i) developments in trading platforms and solutions, (ii) the liquidity we provide on transactions, (iii) the transaction costs we incur in providing our solutions, (iv) the efficiency in execution of transactions on our platforms, (v) our ability to hire and retain talent, (vi) our ability to pursue strategic acquisitions and alliances and (vii) our ability to maintain the security of our platforms and solutions. Our competitive position is also influenced by the familiarity and integration of our clients with our electronic, voice and hybrid systems. When either a client wants to trade in a new product or we want to introduce a new product, trading protocol or other solution, we believe we benefit from our clients’ familiarity with our offerings as well as our integration into their order management systems and back offices.

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 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.

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 condensed consolidated statements of financial condition, income and cash flows as of and for the three and nine months ended September 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 nine months ended September 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 nine months ended September 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 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.

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 condensed consolidated statements of financial condition, income and cash flows as of and for the three and nine months ended September 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

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. The Company is currently evaluating the implications of this legislation.

Current wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. The OBBBA did not have a material impact on the Company’s condensed consolidated statements of financial condition, income and cash flows as of and for the three and nine months ended September 30, 2025. The Company will continue to evaluate the implications of this legislation on future periods.

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. The mix between fixed and variable revenue may change overtime.

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 over time.

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 and six months ended June 30, 2025 and 2024.

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.

Previous wording

Other income (loss), net consists of any income or loss earned from investments, any mark-to-market adjustments or impairments recorded on investments, unrealized and realized gain/loss onforeign exchange derivative contracts entered into for foreign exchange risk management purposes relating to investing activities and any other non-operating items.

Current wording

Other income (loss), net consists of any income or loss earned from investments, any mark-to-market adjustments or impairments recorded on investments, any unrealized and realized gain/loss onforeign exchange derivative contracts entered into for foreign exchange risk management purposes relating to investing activities and any other non-operating items.

Previous wording

(1)Subscription fees for both the three months ended June 30, 2025 and 2024 include $20.6 million of LSEG market data fees.

Current wording

(1)Subscription fees for both the three months ended September 30, 2025 and 2024 include $20.5 million of LSEG market data fees.

Previous 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.

Current wording

Rates. Revenues from our rates asset class increased by $41.4 million or 17.7% to $274.5 million for the three months ended September 30, 2025 compared to $233.1 million for the three months ended September 30, 2024 primarily due to higher variable transaction fees and commissions on higher trading volumes for rates derivatives products. 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

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.

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.

Previous wording

Equities. Revenues from our equities asset class increased by $15.7 million or 31.5% to $65.7 million for the six months ended June 30, 2025 compared to $49.9 million for the six months ended June 30, 2024 primarily due to higher variable transaction fees and commissions on higher trading volumes for European and U.S. ETFs.

Current wording

Equities. Revenues from our equities asset class increased by $4.3 million or 16.9% to $29.8 million for the three months ended September 30, 2025 compared to $25.5 million for the three months ended September 30, 2024 primarily due to higher variable transaction fees and commissions on higher trading volumes for International and U.S. exchange traded funds (“ETFs”) and equity derivatives products.

Previous 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.

Current wording

Average variable fees per million for equities increased primarily due to a mix shift towards U.S. convertibles, which have a higher variable fee capture compared to overall equities.

Previous 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.

Current wording

Money Markets. Revenues from our money markets asset class increased by $6.8 million or 18.7% to $42.9 million for the three months ended September 30, 2025 compared to $36.1 million for the three months ended September 30, 2024 primarily due to the three months of 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 September 30, 2025 compared to two months during the three months ended September 30, 2024 for the period subsequent to the August 1, 2024 acquisition.

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 away from certificates of deposit, which have a higher variable fee capture compared to overall money markets.

Current wording

Average variable fees per million for money markets decreased primarily due to a mix shift away from certificates of deposit, which have a higher variable fee capture compared to overall money markets.

Previous wording

Market Data. Revenues from our market data asset class were $30.4 million for the three months ended June 30, 2025, an increase of $1.2 million or 4.1% from $29.2 million for the three months ended June 30, 2024.

Current wording

Market Data. Revenues from our market data asset class increased by $1.1 million or 3.6% to $30.8 million for the three months ended September 30, 2025 compared to $29.8 million for the three months ended September 30, 2024 primarily due to increases in proprietary third party market data revenue.

Previous wording

Interest expense was relatively flat with a decrease of $0.1 million or 20.8% to $0.4 million for the three months ended June 30, 2025 from $0.5 million for the three months ended June 30, 2024.

Current wording

Wholesale. Revenues from our wholesale client sector were relatively flat at $99.4 million for the three months ended September 30, 2025, a decrease of $0.1 million or 0.1% compared to $99.5 million for the three months ended September 30, 2024.

Previous 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.

Current wording

Corporates. Revenues from our corporates client sector increased by $6.1 million or 35.2% to $23.2 million for the three months ended September 30, 2025 compared to $17.2 million for the three months ended September 30, 2024. With the August 1, 2024 acquisition of ICD and its proprietary institutional investment technology, we entered the corporates client sector. This client channel primarily serves corporate treasury organizations worldwide in investing in money market funds. The primary driver of the increase was the three months of 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 September 30, 2025 compared to two months during the three months ended September 30, 2024 for the period subsequent to the August 1, 2024 acquisition.

Previous wording

Market Data. Revenues from our market data client sector were $30.4 million for the three months ended June 30, 2025, an increase of $1.2 million or 4.1% from $29.2 million for the three months ended June 30, 2024.

Current wording

Market Data. Revenues from our market data client sector increased by $1.1 million or 3.6% to $30.8 million for the three months ended September 30, 2025 compared to $29.8 million for the three months ended September 30, 2024 primarily due to increases in proprietary third party market data revenue.

Previous wording

U.S. Revenues from U.S. clients increased by $45.7 million or 18.1% to $297.8 million for the three months ended June 30, 2025 from $252.1 million for the three 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, U.S. ETFs, municipals and U.S. corporate bonds.

Current wording

U.S. Revenues from U.S. clients increased by $17.7 million or 6.3% to $297.4 million for the three months ended September 30, 2025 compared to $279.7 million for the three months ended September 30, 2024 primarily due to higher revenues for rates derivatives products and municipals.

Previous wording

International. Revenues from international clients increased by $119.5 million or 38.9% to $427.0 million for the six months ended June 30, 2025 from $307.4 million for the six months ended June 30, 2024 primarily due to higher revenues for rates derivatives products, money markets, including the contribution from the ICD Acquisition, market data, European ETFs, credit derivatives products and European government bonds.

Current wording

International. Revenues from international clients increased by $42.0 million or 24.8% to $211.2 million for the three months ended September 30, 2025 compared to $169.2 million for the three months ended September 30, 2024 primarily due to higher revenues for rates derivatives products, European government and corporate bonds and money markets, including the contribution from the ICD Acquisition.

Previous 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.

Current wording

Employee Compensation and Benefits. Expenses related to employee compensation and benefits increased by $4.8 million or 3.0% to $165.0 million for the three months ended September 30, 2025 compared to $160.2 million for the three months ended September 30, 2024. The increase was primarily due to an increase in headcount and related salaries, benefits and stock-based compensation associated with our continued growth. As of September 30, 2025, December 31, 2024 and September 30, 2024, we had 1,566, 1,412 and 1,400 employees globally, respectively. The increase was partially offset by a decrease in compensation expense as the three months ended September 30, 2024 included $2.4 million in accelerated stock-based compensation expense associated with our former President and $1.4 million in compensation expense relating to acceleration, as of the ICD Acquisition closing date, of unvested stock-based compensation awards previously issued by the ICD seller.

Previous 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.

Current wording

Depreciation and Amortization. Expenses related to depreciation and amortization increased by $6.5 million or 11.2% to $64.4 million for the three months ended September 30, 2025 compared to $57.9 million for the three months ended September 30, 2024. The increase was primarily due to increases in amortization of assets acquired in connection with the ICD Acquisition on August 1, 2024 and increases in amortization of software development costs and hardware driven by increases in investment in our infrastructure.

Previous 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.

Current wording

Technology and Communications. Expenses related to technology and communications increased by $9.6 million or 39.4% to $33.9 million for the three months ended September 30, 2025 compared to $24.3 million for the three months ended September 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 $26.1 million or 110.6% to $49.7 million for the six months ended June 30, 2025 from $23.6 million for the six months ended June 30, 2024. The increase was primarily due to a $23.1 million increase in foreign exchange losses during the six months ended June 30, 2025 compared to the prior year period. Realized and unrealized foreign currency losses totaled $18.2 million during the six months ended June 30, 2025 as compared to $5.0 million in gains during the six 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.

Current wording

General and Administrative. Expenses related to general and administrative costs decreased by $3.5 million or 17.3% to $16.9 million for the three months ended September 30, 2025 compared to $20.4 million for the three months ended September 30, 2024. The decrease was primarily due to a $4.4 million decrease in foreign exchange losses during the three months ended September 30, 2025 compared to the prior year period. Realized and unrealized foreign currency gains totaled $0.3 million during the three months ended September 30, 2025 as compared to $4.1 million in losses during the three months ended September 30, 2024. The change was primarily driven by a decrease in foreign currency re-measurement losses on transactions in nonfunctional currencies and the change 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 $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.

Current wording

Professional Fees. Expenses related to professional fees decreased by $10.0 million or 46.4% to $11.5 million for the three months ended September 30, 2025 compared to $21.4 million for the three months ended September 30, 2024, primarily due to a decrease in professional fees related to acquisitions.

Previous wording

Interest income decreased by $13.8 million or 32.3% to $28.8 million for the six months ended June 30, 2025 from $42.6 million for the six 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.

Current wording

Interest income increased by $3.7 million or 22.1% to $20.3 million for the three months ended September 30, 2025 compared to $16.7 million for the three months ended September 30, 2024 primarily due to an increase in our average invested cash balance during the three months ended September 30, 2024 and interest earned on a federal income tax refund received during the three months ended September 30, 2025, partially offset by a decrease in the average interest rates earned period-over-period.

Previous 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.

Current wording

Interest expense decreased by $0.9 million or 63.9% to $0.5 million for the three months ended September 30, 2025 compared to $1.4 million for the three months ended September 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 three months ended September 30, 2025 compared to $1.0 million of interest expense during the three months ended September 30, 2024.

Previous 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.

Current wording

Income tax expense increased by $15.6 million or 35.9% to $59.1 million for the three months ended September 30, 2025 compared to $43.5 million for the three months ended September 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 September 30, 2025 was approximately 21.9%, compared with 25.0% for the three months ended September 30, 2024. The effective tax rate for the three months ended September 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 September 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 and the FDII deduction.

Previous wording

The following table sets forth a summary of our statements of income for the six months ended June 30, 2025 and 2024:

Current wording

The following table sets forth a summary of our statements of income for the nine months ended September 30, 2025 and 2024:

Previous wording

Our revenues for the six months ended June 30, 2025 and 2024, and the resulting dollar and percentage changes, were as follows:

Current wording

Our revenues for the nine months ended September 30, 2025 and 2024, and the resulting dollar and percentage changes, were as follows:

Previous 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.

Current wording

(1)Subscription fees for the nine months ended September 30, 2025 and 2024 include $70.0 million and $61.6 million, respectively, of LSEG market data fees.

Previous wording

The primary driver of the $209.0 million increase in revenue related to a $185.2 million increase in transaction fees and commissions to $851.1 million for the six months ended June 30, 2025 from $665.9 million for the six months ended June 30, 2024, primarily due to higher revenues for rates derivatives products, U.S. government bonds, European and U.S. ETFs, credit derivatives products and municipals, 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 six months ended June 30, 2025.

Current wording

The primary driver of the $268.6 million increase in revenue related to a $233.0 million increase in transaction fees and commissions to $1.3 billion for the nine months ended September 30, 2025 from $1.0 billion for the nine months ended September 30, 2024, primarily due to higher revenues for rates derivatives products, municipals, U.S. government bonds, International and U.S. ETFs, repurchase agreements and credit derivatives products, as well as nine months of basis point commissions earned on the average daily balance of client money market fund investments made through the ICD Portal during the nine months ended September 30, 2025 compared to two months during the nine months ended September 30, 2024 for the period subsequent to the August 1, 2024 acquisition.

Previous wording

Our variable and fixed revenues by asset class for thesix months ended June 30, 2025 and 2024, and the resulting dollar and percentage changes, were as follows:

Current wording

Our variable and fixed revenues by asset class for thenine months ended September 30, 2025 and 2024, and the resulting dollar and percentage changes, were as follows:

Previous wording

Rates. Revenues from our rates asset class increased by $108.3 million or 25.1% to $539.9 million for the six months ended June 30, 2025 compared to $431.6 million for the six 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.

Current wording

Rates. Revenues from our rates asset class increased by $149.7 million or 22.5% to $814.4 million for the nine months ended September 30, 2025 compared to $664.7 million for the nine months ended September 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 $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.

Current wording

Credit. Revenues from our credit asset class increased by $24.2 million or 7.0% to $369.6 million for the nine months ended September 30, 2025 compared to $345.5 million for the nine months ended September 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. 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

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.

Current wording

Equities. Revenues from our equities asset class increased by $20.1 million or 26.6% to $95.5 million for the nine months ended September 30, 2025 compared to $75.4 million for the nine months ended September 30, 2024 primarily due to higher variable transaction fees and commissions on higher trading volumes for International and U.S. ETFs.

Previous wording

Money Markets. Revenues from our money markets asset class increased by $50.5 million or 145.0% to $85.3 million for the six months ended June 30, 2025 compared to $34.8 million for the six 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.

Current wording

Money Markets. Revenues from our money markets asset class increased by $57.3 million or 80.7% to $128.2 million for the nine months ended September 30, 2025 compared to $71.0 million for the nine months ended September 30, 2024 primarily due to the nine months of basis point commissions earned on the average daily balance of client money market fund investments made through the ICD Portal during the nine months ended September 30, 2025 compared to two months during the nine months ended September 30, 2024 for the period subsequent to the August 1, 2024 acquisition.

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Current report — wording carried from elsewhere

Interest expense decreased by $2.1 million or 58.5% to $1.5 million for the nine months ended September 30, 2025 compared to $3.7 million for the nine months ended September 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 nine months ended September 30, 2025 compared to $2.2 million of interest expense during the nine months ended September 30, 2024.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

ability to pursue strategic acquisitions and alliances and (vii) our ability to maintain the security of our platforms and solutions. Our competitive position is also influenced by the familiarity and integration of our clients with our electronic, voice and hybrid systems. When either a client wants to trade in a new product or we want to introduce a new product, trading protocol or other solution, we believe we benefit from our clients’ familiarity with our offerings as well as our integration into their order management systems and back offices.

Previous report — wording carried elsewhere

Receivable Agreement.” We believe it is useful to exclude the tax receivable agreement liability adjustment because the recognition of income during a period due to 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, or other factors that may impact our tax savings, may not directly correlate to the underlying performance of our business and will vary across periods. We also believe it is useful to exclude merger and acquisition transaction and integration costs as the incremental direct costs related to completed and potential acquisitions and related integrations are not indicative of our core ongoing operating performance. With respect to Adjusted EBIT and Adjusted EBIT margin, we believe it is useful to exclude the depreciation and amortization of tangible and intangible assets resulting from acquisitions and the application of pushdown accounting to the Refinitiv Transaction in order to facilitate a period-over-period comparison of our financial performance.