Tradeweb Markets Inc.
For the period ended Dec 31, 2025. Filed Feb 5, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 5, 2026
TW$127.73+0.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-07.
0001758730-25-000038
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-05.
0001758730-26-000015
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 253 previous paragraphs and 241 current paragraphs.
152 unchanged; 77 reworded; 11 added; 24 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 15 previous and 15 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 (11)
Current report
Strategic Acquisitions and Investments
Current report
LSEG Market Data Agreement
Current report
In November 2023, we entered into a new market data license agreement with affiliates of LSEG, pursuant to which, among other things, we license certain market data (including real time feeds) for multiple fixed income and derivative products to LSEG which distributes such data directly to LSEG customers through its flagship financial platforms. This agreement was initiated in 2010 with a former owner of the LSEG Data & Analytics business and most recently amended effective November 1, 2025. We primarily earn fixed license fees under the amended market data license agreement, which has an initial 3-year license period through October 31, 2028. The amended market data license agreement is expected to result in higher annual revenue for the year ending December 31, 2026 as compared to the $93.2 million of revenue generated under the market data license agreement in 2025. The majority of the revenue expected to be earned under the amended market data license agreement will be recorded as revenue on a straight-line basis over its initial term ending October 31, 2028, with a portion of such revenue to be recognized when usage occurs based on a revenue share. We will seek to further monetize our data over time both through potential expansion of our existing market data license agreement with LSEG and through distributing additional datasets, derived data and analytics offerings through our own platform or through other third-party networks.
Current report
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 consolidated statements of financial condition, income or cash flows as of or for the year ended December 31, 2025. The Company will continue to evaluate the implications of this legislation on future periods.
Current report
Other Revenue
Current report
In line with our digital asset strategy, currently included in our other revenue is revenue earned for performing Super Validator and Validator services on the Canton Network (collectively “Validator Revenue”). For these services, we earn Canton Coins and the number of Canton Coins earned in a particular period is variable based on the Canton Network’s minting curve and burn-mint equilibrium and the amount of time that our nodes are active during any given minting cycle (with new rounds beginning at regular 10 minute intervals throughout each day), in comparison to other network participants. Validator Revenue is recognized based on the fair value of each Canton Coin at contract inception, which has been deemed to be the start of each validation round, and therefore Validator Revenue will also vary based on any changes in the fair value of the Canton Coin, which may be highly volatile. As our digital asset strategy continues to evolve, in the future, we may also begin earning revenue from applications developed on the Canton Network.
Current report
Our strong results for the year ended December 31, 2025 reflected significant organic growth, strong client engagement and contributions from our acquisition of ICD on August 1, 2024. Our markets remained resilient despite the dynamic volatility. The year 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 globally, all of which influenced trading activity across the broader financial ecosystem. The primary driver of the $326.5 million increase in revenue was related to a $276.9 million increase in transaction fees and commissions to $1.7 billion for the year ended December 31, 2025 from $1.4 billion for the year ended December 31, 2024, primarily due to higher revenues for rates derivatives products, municipals, U.S government bonds, international and U.S. ETFs, repurchase agreements, credit derivatives products and mortgages, as well as a full year of basis point commissions earned on the ADB of client money market fund investments made through the ICD Portal during the year ended December 31, 2025 compared to five months during the year ended December 31, 2024 for the period subsequent to the August 1, 2024 acquisition. Additionally, there was a $38.4 million increase in subscription fees to $327.2 million for the year ended December 31, 2025 from $288.8 million for the year ended December 31, 2024, primarily due to certain market participants switching from fully variable pricing plans to pricing plans that include subscriptions, resulting in a shift of a portion of revenues from transaction fees and commissions to subscription fees.
Current report
Interest income decreased by $5.6 million to $68.4 million for the year ended December 31, 2025 from $74.0 million for the year ended December 31, 2024 primarily due to a decrease in the average interest rates earned period-over-period. This decrease was partially offset by an increase in the average invested cash balance and interest earned on a federal income tax refund received during the year ended December 31, 2025.
Current report
Other income was $263.4 million for the year ended December 31, 2025 versus a loss of $1.1 million for the year ended December 31, 2024. Other income increased primarily due to realized and unrealized gains on our Canton Coin holdings, which totaled $270.9 million during the year ended December 31, 2025 compared to $0.2 million in gains during the year ended December 31, 2024. Other income in both years was partially offset by a combination of various other impairments, net unrealized losses on investments or our pro rata share of losses from our equity method investment.
Current report
As of December 31, 2025, we also had $5.0 million in unfunded capital commitments to our equity method investment.
Current report
Current liabilities increased to $521.4 million as of December 31, 2025 from $432.9 million as of December 31, 2024 primarily due to an increase in current income taxes payable and an increase in the current portion of our tax receivable agreement liability.
Removed paragraphs (24)
Previous report
Acquisitions
Previous report
ICD
Previous report
On August 1, 2024, we completed our acquisition of ICD.
Previous report
In connection with the acquisition closing, Tradeweb Markets Inc. (the “Corporation”) issued and sold 41,705 shares of Class A common stock, with a grant date fair value of $4.7 million, to an equityholder of the ICD seller, who was also an employee of ICD and is currently an employee of the Company, which shares of Class A common stock were issued and sold as restricted stock (“RSAs”). The RSAs issued are subject to a two-year vesting period and forfeiture terms, pursuant to the Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan. Of the $4.7 million in RSAs issued, $3.3 million was allocated to consideration transferred for the business combination, relating to the pre-combination service period completed before the acquisition date, and $1.3 million will be amortized into non-cash stock-based compensation expense over the two-year service period required subsequent to the acquisition date, with such special stock-based compensation amortization expense excluded from our non-GAAP financial measures of Adjusted EBITDA and Adjusted Net Income when it is recorded as expense.
Previous report
Cash paid at closing, net of cash acquired and net of the proceeds from the sale of the RSAs, totaled $773.8 million, of which $770.9 million was determined to be consideration transferred for the business combination, $1.4 million was expensed during the year ended December 31, 2024 and $1.4 million was recorded as a prepaid asset, to be expensed over a two-year period. Both of these purchase price amounts that were or will be expensed are considered merger and acquisition transaction and integration costs and will be excluded from our non-GAAP financial measures of Adjusted EBITDA and Adjusted Net Income when recorded as expense.
Previous report
In connection with the ICD Acquisition, we also issued to certain key ICD employees, 92,672 restricted stock units (the “ICD RSU Awards”), with a total grant date fair value of $10.3 million, that will vest one-third each year over a three-year period. Management determined that approximately $5.2 million of the ICD RSU Awards represents market based ordinary course compensation expense for these individuals, with the remaining $5.2 million representing a special award to help ensure retention of these key ICD employees during the three-year period subsequent to the acquisition and allow sufficient time for the integration of ICD’s operations into Tradeweb. The stock-based compensation expense relating to the portion of the ICD RSU Awards determined to be a special award will also be excluded from our non-GAAP financial measures of Adjusted EBITDA and Adjusted Net Income when it is recorded as expense. See “Non-GAAP Financial Measures” below for further details on ICD Acquisition related non-GAAP adjustments.
Previous report
ICD is an institutional investment technology provider for corporate treasury organizations trading short-term investments. ICD’s flagship products include ICD Portal and ICD Portfolio Analytics. Our ICD portal is a one-stop shop to research, trade, analyze and report on investments across more than 40 available investment providers primarily offering money market funds and access to other short term products including deposits, fixed term funds and separately managed accounts (“SMAs”) (collectively referred to herein as “money market funds”). Portfolio Analytics is an AI-driven cloud solution for aggregating positions across a corporate treasury’s entire portfolio for analysis and reporting.
Previous report
As part of Tradeweb, our goal is to provide a comprehensive solution for corporate treasurers and asset managers worldwide to manage short-term liquidity needs, including future plans to provide ICD clients with the ability to manage short-term liquidity needs and FX risk, as well as optimize yield and duration via our existing suite of products and partnerships. ICD clients will retain the ability to fully integrate their workflows with leading third-party treasury management and accounting systems and ICD’s portfolio analytics solution. In addition to plans to cross-sell our products to ICD’s clients, we also plan to leverage our international presence with the aim to accelerate growth and expansion, including by offering money market funds to our existing network of clients globally.
Previous report
From the date of the ICD Acquisition through December 31, 2024, ICD revenues of $43.2 million and operating income of $2.1 million, including $18.4 million of depreciation and amortization from acquired assets, were included in our consolidated statements of income for the year ended December 31, 2024. See Note 4 – Acquisitions to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details of this acquisition.
Previous report
r8fin
Previous report
On January 19, 2024, we completed our acquisition of r8fin (the “r8fin Acquisition”) in exchange for total consideration of $125.9 million, consisting of $89.2 million in cash paid at closing (net of cash acquired) and the issuance of 374,601 shares of Class A common stock of the Corporation valued as of the acquisition date at $36.7 million.
Previous report
r8fin provides a suite of algorithmic-based tools as well as a thin-client execution management system (“EMS”) trading application to facilitate futures and cash trades. The solutions complement Tradeweb’s existing Dealerweb Active Streams, Dealerweb Central Limit Order Book (“CLOB”), Tradeweb Request-for-Quote (“RFQ”) and Tradeweb Automated Intelligent Execution (“AiEX”) offerings, creating a valuable and broad-based approach to trading U.S. Treasuries and related futures trading. The r8fin Acquisition is not material to our consolidated financial statements and did not have a significant impact to our results of operations for the year ended December 31, 2024. See Note 4 – Acquisitions to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details.
Previous report
Organizational Changes
Previous report
On June 20, 2024, we announced organizational changes to optimize operations for continued growth. As part of those organizational changes, Amy Clack joined the Company in August 2024 as Chief Administrative Officer and a member of the Executive Committee, overseeing operations, business integration, risk and corporate services. In addition, Thomas Pluta, our former President, left the Company and the board of directors, effective September 30, 2024. Effective in January 2025, we also named Enrico Bruni and Troy Dixon to the newly created roles of Co-Head of Global Markets. Mr. Dixon stepped down from serving on our board of directors, effective December 31, 2024, in anticipation of his new role as a member of our Executive Committee.
Previous report
During the year ended December 31, 2024, we incurred $2.9 million in incremental compensation expense related to a cash severance payment to be paid to Mr. Pluta in accordance with the Company’s Executive Severance Policy with respect to Mr. Pluta’s departure in September 2024, all recorded during the three months ended June 30, 2024. As of June 17, 2024, there was also approximately $4.4 million in total unamortized stock-based compensation associated with equity awards previously granted to Mr. Pluta that were accelerated and amortized into expense over a revised estimated service period ending on September 30, 2024. Of this amount, $1.7 million represented regularly scheduled amortization that would have been recognized from June 17, 2024 through September 30, 2024 if Mr. Pluta’s employment was not terminated and $2.7 million represented accelerated stock-based compensation expense that was excluded from our non-GAAP financial measures of Adjusted EBITDA and Adjusted Net Income when it was recorded as expense during the year ended December 31, 2024. See “Non-GAAP Financial Measures” below for further details.
Previous report
Our strong results for the year ended December 31, 2024 reflected significant organic growth and solid contributions from our recent acquisitions of ICD, r8fin and Yieldbroker. We remained focused on and grew market share while also benefiting from rates market volatility around central bank moves and broad-based volume growth, which underscored our sustained momentum across asset classes. The primary driver of the $387.7 million increase in revenue was related to a $345.2 million increase in transaction fees and commissions to $1.4 billion for the year ended December 31, 2024 from $1.1 billion for the year ended December 31, 2023, primarily due to higher revenues for rates derivatives products, U.S. and European corporate bonds, U.S., European and other government bonds, repurchase agreements and mortgages, as well as the basis point commissions earned on the ADB of client money market fund investments made through the ICD Portal for the five months in 2024 subsequent to the ICD acquisition closing.
Previous report
Interest income increased by $6.6 million to $74.0 million for the year ended December 31, 2024 from $67.4 million for the year ended December 31, 2023 primarily due to increases in interest rates and our average invested cash balance period over period.
Previous report
Other loss decreased by $12.0 million to a $1.1 million loss for the year ended December 31, 2024 from a $13.1 million loss for the year ended December 31, 2023. During the year ended December 31, 2024, we recognized a $1.3 million loss due to the impairment of a minority equity investment, which was partially offset by a $0.2 million unrealized gain relating to the increase in fair value of our Canton Coin holdings during the year ended December 31, 2024. During the year ended December 31, 2023, we recognized a $11.1 million loss due to the impairment of a minority equity investment and a $1.3 million loss in connection with unwinding the out-of-the-money foreign currency call option entered into in order to partially mitigate the foreign currency exposure on the payment of the purchase price for the Yieldbroker Acquisition. During the year ended December 31, 2023, we also recognized a $0.7 million loss due to a net reduction in the tax indemnification receivables from Refinitiv relating to the settlement of the tax matter for less than the previously estimated amount.
Previous report
Current liabilities decreased to $432.9 million as of December 31, 2024 from $659.9 million as of December 31, 2023 primarily due to a decrease in payable to brokers and dealers and clearing organizations resulting from a decrease in unsettled wholesale platform transactions and a lower value of fails to receive, all of which settled in January 2025.
Previous report
Business combinations are accounted for under the purchase method of accounting pursuant to Accounting Standards Codification (“ASC”) 805, Business Combinations(“ASC 805”). The total cost of an acquisition is allocated to the underlying net assets based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. The fair value of assets acquired and liabilities assumed is determined based on assumptions that reasonable market participants would use in the principal (or most advantageous) market for the asset or liability. Determining the fair value of certain assets acquired and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates, growth rates, customer attrition rates and asset lives.
Previous report
The most significant accounting estimates associated with both the ICD and r8fin acquisitions, which closed in August 2024 and January 2024, respectively, were the valuations of the acquired definite-lived intangible customer relationship assets (the “Customer Relationships”), which were valued as of the closing date of each respective acquisition, at a combined total of approximately $396.5 million, and the valuation of the developed technology, which were valued, as of the closing date of each respective acquisition, at a combined total of approximately $188.0 million. The majority of the residual total purchase price, which between the two acquisitions totaled $900.2 million, net of cash acquired, was primarily allocated to goodwill, which was measured at a combined total of approximately $334.6 million as of the closing date of each respective acquisition. We utilized the assistance of a third-party valuation specialist to determine the fair value of the assets acquired and liabilities assumed at the respective closing date of each acquisition. Management is responsible for these valuations and appraisals.
Previous report
The valuation of the Customer Relationships and the developed technology primarily included significant unobservable inputs (Level 3), creating a significant level of estimation uncertainty. Customer Relationships were valued using the income approach, specifically a multi-period excess earnings method. The excess earnings method examines the economic returns contributed by the identified tangible and intangible assets of a company, and then examines the excess return that is attributable to the intangible asset being valued. The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the Customer Relationships relative to the overall business. In developing a discount rate for the Customer Relationships, the Company estimated a weighted-average cost of capital for the overall business and employed an intangible asset risk premium to this rate when discounting the excess earnings related to Customer Relationships. The resulting discounted cash flows were then tax-affected at the applicable statutory rate.
Previous report
The developed technology was valued using the income approach, specifically the relief-from-royalty method (“RFRM”). The RFRM is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. The royalty rate is applied to the projected revenue over the expected remaining life of the intangible asset to estimate royalty savings. The net after-tax royalty savings are calculated for each year in the remaining economic life of the technology and discounted to present value. The discount rate used reflects the amount of risk associated with the hypothetical cash flows for the developed technology relative to the overall business as discussed above relating to the Customer Relationships.
Previous report
For GAAP purposes, the Customer Relationships will be amortized over a useful life of 15 years for ICD and 13 years for r8fin and the developed technology acquired will be amortized over a useful life of eight years for ICD and seven years for r8fin. Any changes in the discount rate used for valuing the acquired assets or the estimated useful life used for amortization purposes could have a material impact on ourconsolidated statements of financial condition and consolidated statement of income. Any increases or decreases in the allocation of purchase price to Customer Relationships or the developed technology acquired, which are both amortizable assets, would be offset by a corresponding decrease or increase in goodwill, which is an indefinite-lived asset, not subject to amortization and as a result would impact the asset balances recorded on our consolidated statements of financial condition as well as the amortization expense recorded on our consolidated statements of income over the life of the acquired asset. Any changes in the estimated useful life of the assets would also impact timing of the reduction of the net balance of intangible assets or software development costs, net of accumulated amortization on our consolidated statements of financial condition and the timing of the recognition of amortization expense on our consolidated statements of income.
Reworded paragraphs (77)
Previous wording
We are a leader in building and operating electronic marketplaces for our global network of more than 3,000 clients across the financial ecosystem. Our network is comprised of clients across the institutional, wholesale, retail and corporates client sectors, including many of the largest global asset managers, hedge funds, insurance companies, central banks, banks and dealers, proprietary trading firms, retail brokerage and financial advisory firms, regional dealers and corporations. Our marketplaces facilitate trading across a range of asset classes, including rates, credit, equities and money markets. We are a global company serving clients in over 85 countries with offices in North America, South America, Europe, Australia, Asia and the Middle East. We believe our proprietary technology and culture of collaborative innovation allow us to adapt our offerings to enter new markets, create new platforms and solutions and adjust to regulations quickly and efficiently. We support our clients by providing solutions across the trade lifecycle, including pre-trade, execution, post-trade and data and analytics.
Current wording
We are a leader in building and operating electronic marketplaces for our global network of more than 3,000 clients across the financial ecosystem. Our network is comprised of clients across the institutional, wholesale, retail and corporates client sectors, including many of the largest global asset managers, hedge funds, insurance companies, central banks, banks and dealers, proprietary trading firms, retail brokerage and financial advisory firms, regional dealers and corporations. The Tradeweb platform includes marketplaces that facilitate trading global products across a range of asset classes, including rates, credit, equities and money markets. We are a global company serving clients through offices in North America, South America, Europe, Australia, Asia and the Middle East. We believe our proprietary technology and culture of collaborative innovation allow us to adapt our platform offerings to enter new markets, create new trading marketplaces and solutions and adjust to regulations quickly and efficiently. We support our clients by providing solutions across the trade lifecycle, including pre-trade, execution, post-trade and data and analytics.
Previous wording
Our institutional client sector serves institutional investors in over 85 countries around the globe and across over 30 currencies. We connect institutional investors with pools of liquidity using our flexible order and trading systems. Our clients trust the integrity of our markets and recognize the value they get by trading electronically: enhanced transparency, competitive pricing, efficient trade execution and regulatory compliance.
Current wording
Our institutional client sector serves institutional investors in over 85 countries around the globe and across over 30 currencies. We connect institutional investors with deep pools of liquidity using our flexible order and trading systems. Our clients trust the integrity of our markets and recognize the value they get by trading electronically: enhanced transparency, competitive pricing, efficient trade execution and regulatory compliance.
Previous wording
In our wholesale client sector, we provide a broad range of electronic, voice and hybrid platforms to dealers and financial institutions trading on our electronic or hybrid markets with our Dealerweb platform. This platform was launched in 2008 following the acquisition of inter-dealer broker Hilliard Farber & Co., Inc. In 2011, we acquired the brokerage assets of Rafferty Capital Markets and in June 2021, we acquired Nasdaq’s U.S. fixed income electronic trading platform (formerly known as eSpeed) (the “NFI Acquisition”). Today, Dealerweb actively competes across a range of rates, credit, money markets, derivatives and equity markets.
Current wording
In our wholesale client sector, we provide a broad range of fully electronic, voice and hybrid trading options to dealers and financial institutions trading on our platform. We entered the wholesale client sector through our acquisitions of the inter-dealer broker Hilliard Farber & Co. in 2008, Inc. and then Rafferty Capital Markets in 2011 and in June 2021, we acquired Nasdaq’s U.S. fixed income electronic trading platform (formerly known as eSpeed) (the “NFI Acquisition”). Today, we actively compete in wholesale trading across a range of rates, credit, money markets, derivatives and equity markets.
Previous wording
In our retail client sector, we provide advanced trading solutions for financial advisory firms and traders with our Tradeweb Direct platform. We entered the retail sector in 2006 and launched our Tradeweb Direct platform following the 2013 acquisition of BondDesk Group LLC, which was built to bring innovation and efficiency to the wealth management community. Tradeweb Direct provides financial advisory firms access to live offerings, accurate pricing in the marketplace and fast execution.
Current wording
In our retail client sector, our platform provides advanced trading solutions for financial advisory firms and traders. We entered the retail sector through our acquisition of LeverTrade in 2006 and scaled our retail market position through our acquisition of BondDesk in 2013. Through our platform we provide financial advisory firms access to live offerings, accurate pricing in the retail marketplace and fast execution.
Previous wording
In our corporates client sector, we provide comprehensive investment technology and research solutions tailored to the needs of corporate treasury organizations globally. These solutions enable efficient trading of institutional money market funds and other short-term investments. We expanded into the corporate client sector through our acquisition of ICD on August 1, 2024. The addition of ICD to our network broadened our product suite, further diversified our client and revenue base and strengthened our position in the corporate treasury space, enabling us to provide a more comprehensive range of liquidity management tools and services.
Current wording
In our corporates client sector, we provide comprehensive investment technology and research solutions tailored to the needs of corporate treasury organizations globally. These solutions enable efficient trading of institutional money market funds and other short-term investments. We expanded into the corporates client sector through our acquisition of ICD on August 1, 2024. The addition of ICD to our platform broadened our product suite, further diversified our client and revenue bases and strengthened our position in the corporate treasury space, enabling us to provide a more comprehensive range of liquidity management tools and services.
Previous wording
Our markets are large and growing. Electronic trading continues to increase across the markets in which we operate as a result of market demand for greater transparency, higher execution quality, operational efficiency and lower costs, as well as regulatory changes. We believe our deep client relationships, asset class breadth, geographic reach, regulatory knowledge and scalable technology position us to continue to be at the forefront of the evolution of electronic trading. Our platforms provide transparent, efficient, cost-effective and compliant trading solutions across multiple products, regions and regulatory regimes. As market participants seek to trade across multiple asset classes, reduce their costs of trading and increase the effectiveness of their trading, including through the use of data and analytics, we believe the demand for our platforms and electronic trading solutions will continue to grow.
Current wording
Our markets are large and growing. Electronic trading continues to increase in the markets in which we operate as a result of market demand for greater transparency, higher execution quality, operational efficiency and lower costs, as well as regulatory changes. We believe our deep client relationships, asset class breadth, geographic reach, regulatory knowledge and scalable technology position us to continue to be at the forefront of the evolution of electronic trading. Our platform provides transparent, efficient, cost-effective and compliant trading solutions across multiple products, regions and regulatory regimes. As market participants seek to trade across multiple asset classes, reduce their costs of trading and increase the effectiveness of their trading, including through the use of data and analytics, we believe the demand for our platform and electronic trading solutions will continue to grow.
Previous wording
From time to time, we may evaluate potential acquisitions and engage in discussions and negotiations regarding potential acquisitions. Our revenues and profitability are affected by our acquisition activity, including the speed and cost at which we successfully integrate completed acquisitions into our existing business operations.
Current wording
From time to time, we may evaluate potential strategic acquisitions and investments and engage in discussions and negotiations regarding potential acquisitions and investments. Our revenues and profitability are affected by our acquisition activity, including the speed and cost at which we successfully integrate completed consolidated acquisitions into our existing business operations. In addition, our earnings volatility and profitability may be affected by any unrealized or realized gains or losses or income or losses from our Canton Coin holdings or unconsolidated minority equity or debt investments.
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 the recent change in U.S. administration and Congress, which may lead to 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 in 2026 include, among other things, evolving monetary policies of central banks, economic, political and social conditions, global geopolitical tensions, legislative, regulatory or government policy changes, including the 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.
Previous wording
Our business is subject to extensive regulations in the United States and internationally, which may expose us to significant regulatory risk and cause additional legal costs to ensure compliance. See Part I, Item 1. – “Business – Regulation.” The existing legal framework that governs the financial markets is periodically reviewed and amended, resulting in enforcement of new laws and regulations that apply to our business. The current regulatory environment in the United States and abroad may be subject to future legislative and regulatory changes driven by U.S. and global issues and priorities, including the recent change in U.S. administration and Congress, which may lead to material changes to prior laws, rules and regulations, guidance and enforcement stances. The impact of any changes in the legal or regulatory landscape on us and our operations remains uncertain. Compliance with regulations may require us to dedicate additional financial and operational resources, which may adversely affect our profitability. In addition, compliance with regulations may require our clients to dedicate significant financial and operational resources, which may negatively affect their ability to pay our fees and use our platforms and, as a result, our profitability. However, under certain circumstances regulation may increase demand for our platforms and solutions, and we believe we are well positioned to benefit from any potential increased electronification due to regulatory changes as market participants seek platforms that meet regulatory requirements and solutions that help them comply with their regulatory obligations.
Current wording
Our business is subject to extensive regulations in the United States and internationally, which may expose us to significant regulatory risk and cause additional legal costs to ensure compliance. See Part I, Item 1. – “Business – Regulation.” The existing legal framework that governs the financial markets is periodically reviewed and amended, typically resulting in enforcement of new laws and regulations that apply to our business. The regulatory environment in the United States and abroad may be subject to future legislative and regulatory changes driven by current U.S. and global issues and priorities. Legislative and regulatory changes may include the promulgation of new or revised laws and regulations, or the adoption of changes in the interpretation of or the repeal of existing laws and regulations, or the abandonment of any pending legislative or regulatory proposals. The impact of any changes in the legal or regulatory landscape on us and our operations generally remains uncertain. Compliance with regulations may require us to dedicate additional financial and operational resources, which may adversely affect our profitability. In addition, compliance with regulations may require our clients to dedicate significant financial and operational resources, which may negatively affect their ability to pay our fees and use our platform and, as a result, our profitability. However, under certain circumstances regulation may increase demand for our platform and solutions, and we believe we are well positioned to benefit from any potential increased electronification due to regulatory changes as market participants seek platforms that meet regulatory requirements and solutions that help them comply with their regulatory obligations. Currently, we believe that uncertainty and potential delays around the final form of certain new rules and regulations may negatively impact our clients and trading volumes in certain markets in which we transact, although a relaxation of or the amendment of existing rules and regulations could potentially have a positive impact on certain markets.
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 and (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. See Part I, Item 1. – “Business – Competition” for more detail on our competitors.
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 platform. 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 platform, (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 platform 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. See Part I, Item 1. – “Business – Competition” for more detail on our competitors.
Previous wording
Our business and its success are largely impacted by the introduction of increasingly complex and sophisticated technology systems and infrastructures and new business models. Offering specialized trading venues and solutions through the development of new and enhanced platforms is essential to maintaining our level of competitiveness in the market and attracting new clients seeking platforms that provide advanced automation and better liquidity. We believe we will continue to increase demand for our platforms and solutions and the volume of transactions on our platforms, and thereby enhance our client relationships, by responding to new trading and information requirements through utilizing technological advances and emerging industry standards and practices in an effective and efficient way. We plan to continue to focus on and invest in technology infrastructure initiatives and continually improve and expand our platforms and solutions to further enhance our market position. We experience cyber-threats and attempted security breaches. If these were successful, these cybersecurity incidents could impact revenue and operating income and increase costs. We therefore continue to make investments to strengthen our cybersecurity infrastructure, which may result in increased costs. See Part I, Item 1C. – “Cybersecurity – Governance” for further detail regarding our cybersecurity risk management, strategy and governance structure.
Current wording
Our business and its success are largely impacted by the introduction of increasingly complex and sophisticated technology systems and infrastructures and new business models. Offering specialized trading venues and solutions through the development of new and enhanced platform offerings is essential to maintaining our level of competitiveness in the market and attracting new clients seeking platforms that provide advanced automation and better liquidity. We believe we will continue to increase demand for our platform and solutions and the volume of transactions on our platform, and thereby enhance our client relationships, by responding to new trading and information requirements through utilizing technological advances and emerging industry standards and practices in an effective and efficient way. We plan to continue to focus on and invest in technology infrastructure initiatives and continually improve and expand our platform and solutions to further enhance our market position. We experience cyber-threats and attempted security breaches. If these were successful, these cybersecurity incidents could impact revenue and operating income and increase costs. We therefore continue to make investments to strengthen our cybersecurity infrastructure, which may result in increased costs. See Part I, Item 1C. – “Cybersecurity – Governance” for further detail regarding our cybersecurity risk management, strategy and governance structure.
Previous wording
On August 16, 2022, former President Biden signed the Inflation Reduction Act of 2022 (“IRA”) into law. The IRA establishes a 15% corporate alternative minimum tax (“CAMT”) effective for taxable years beginning after December 31, 2022, and imposes a 1% excise tax on the repurchase after December 31, 2022 of stock by publicly traded U.S. corporations. The 1% excise tax did not have an impact to our financial condition, results of operations and cash flows as of and for the years ended December 31, 2024 and 2023. The Company is subject to the current 15% CAMT. However, it is not expected to have a material impact on the Company’s effective tax rate. The IRA also has not had an impact to our non-GAAP adjusted effective tax rate used for purposes of calculating our non-GAAP measure of Adjusted Net Income.
Current wording
On August 16, 2022, 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 a material impact on the Company’s consolidated statements of financial condition, income or cash flows as of or for the years ended December 31, 2025, 2024 and 2023. 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 years ended December 31, 2025, 2024 or 2023. The IRA also has not had an impact to our non-GAAP adjusted effective tax rate used for purposes of calculating our non-GAAP measure of Adjusted Net Income.
Previous wording
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 Company does not anticipate a material impact to its financial condition, results of operations and cash flows from the Two Pillar Plan.
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 a material impact on the Company’s consolidated statements of financial condition, income or cash flows as of or for the years ended December 31, 2025 and 2024. The Company continues to monitor developments related to the G7’s discussions on global tax reform and is awaiting legislative updates.
Previous wording
We earn transaction fees and/or commissions from transactions executed on our trading platforms on both a variable and fixed price basis, which vary by geographic region, product type and trade size. For most of our products, clients pay both fixed minimum monthly transaction fees and variable transaction fees on a per transaction basis in excess of the monthly minimum. Clients may also pay a subscription fee in addition to or instead of the minimum monthly transaction fees. For other products, instead of a minimum monthly transaction fee, clients may pay a fixed transaction fee or only a variable transaction fee on a per transaction basis. We also earn commission revenue from our electronic and voice brokerage services on a riskless principal basis. Riskless principal revenues are derived on matched principal transactions where revenues are earned on the spread between the buy and sell price of the transacted product. For to-be-announced mortgage backed securities (“TBA-MBS”), U.S. Treasury and repurchase agreement transactions executed by our wholesale clients, we also generate revenue from fixed commissions that are generally invoiced monthly.
Current wording
We earn transaction fees and/or commissions from transactions executed on our trading platform on both a variable and fixed price basis, which vary by geographic region, product type and trade size. For most of our products, clients pay both fixed minimum monthly transaction fees and variable transaction fees on a per transaction basis in excess of the monthly minimum. Clients may also pay a subscription fee in addition to or instead of the minimum monthly transaction fees. For other products, instead of a minimum monthly transaction fee, clients may pay a fixed transaction fee or only a variable transaction fee on a per transaction basis. We also earn commission revenue from our electronic and voice brokerage services on a riskless principal basis. Riskless principal revenues are derived on matched principal transactions where revenues are earned on the spread between the buy and sell price of the transacted product. For to-be-announced mortgage backed securities (“TBA-MBS”), U.S. Treasury and repurchase agreement transactions executed by our wholesale clients, we also generate revenue from fixed commissions that are generally invoiced monthly.
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 over time.
Previous wording
We earn subscription fees primarily for granting clients access to our markets for trading and market data. For a limited number of products, we only charge subscription fees and no transaction fees or commissions. Subscription fees are generally charged on a fixed price basis.
Current wording
We earn subscription fees primarily for granting clients access to our platform for trading and market data. For a limited number of products, we only charge subscription fees and no transaction fees or commissions. Subscription fees are generally charged on a fixed price basis.
Previous wording
Professional fees consist primarily of accounting, tax and legal fees and fees paid to technology and software consultants to maintain our trading platforms and infrastructure, as well as costs related to business acquisition transactions.
Current wording
Professional fees consist primarily of accounting, tax and legal fees and fees paid to technology and software consultants to maintain our platform and infrastructure, as well as costs related to business acquisition transactions.
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. Other income (loss), net may vary period over period based on any changes in the fair value of the Canton Coin, which may be highly volatile.
Previous wording
(1)Subscription fees for the years ended December 31, 2024 and 2023 include $82.1 million and $64.3 million, respectively, of LSEG market data fees.
Current wording
(1)Subscription fees for the years ended December 31, 2025 and 2024 include $93.2 million and $82.1 million, respectively, of LSEG market data fees.
Previous wording
Rates. Revenues from our rates asset class increased by $209.5 million or 30.1% to $904.9 million for the year ended December 31, 2024 compared to $695.4 million for the year ended December 31, 2023 primarily due to higher variable transaction fees and commissions on higher trading volumes for rates derivatives products, U.S., European and other government bonds and mortgages.
Current wording
Rates. Revenues from our rates asset class increased by $188.6 million or 20.8% to $1.1 billion for the year ended December 31, 2025 compared to $904.9 million for the year ended December 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.
Previous wording
Credit. Revenues from our credit asset class increased by $91.6 million or 24.9% to $459.0 million for the year ended December 31, 2024 compared to $367.4 million for the year ended December 31, 2023 primarily due to higher variable transaction fees and commissions on higher trading volumes for U.S. and European corporate bonds and credit derivatives products, as well as an increase in fixed subscription fees.
Current wording
Credit. Revenues from our credit asset class increased by $29.0 million or 6.3% to $488.0 million for the year ended December 31, 2025 compared to $459.0 million for the year ended December 31, 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, credit derivatives products and European and emerging markets corporate bonds.
Previous wording
Equities. Revenues from our equities asset class increased by $8.9 million or 9.3% to $104.2 million for the year ended December 31, 2024 compared to $95.3 million for the year ended December 31, 2023 primarily due to higher variable transaction fees and commissions on higher trading volumes for European ETFs and equity derivatives products.
Current wording
Equities. Revenues from our equities asset class increased by $22.8 million or 21.9% to $127.0 million for the year ended December 31, 2025 compared to $104.2 million for the year ended December 31, 2024 primarily due to higher variable transaction fees and commissions on higher trading volumes for international and U.S. ETFs and equity derivatives products.
Previous wording
Money Markets. Revenues from our money markets asset class increased by $52.2 million or 82.9% to $115.2 million for the year ended December 31, 2024 compared to $63.0 million for the year ended December 31, 2023 primarily due to the August 1, 2024 acquisition of ICD and the associated basis point commissions earned on the ADB 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 $58.6 million or 50.9% to $173.9 million for the year ended December 31, 2025 compared to $115.2 million for the year ended December 31, 2024 primarily due to a full year of basis point commissions earned on the ADB of client money market fund investments made through the ICD Portal during the year ended December 31, 2025 compared to five months during the year ended December 31, 2024 for the period subsequent to the August 1, 2024 acquisition, as well as higher variable transaction fees and commissions on higher trading volumes for repurchase agreements.
Previous wording
Market Data. Revenues from our market data asset class increased by $23.9 million or 25.5% to $118.0 million for the year ended December 31, 2024 compared to $94.1 million for the year ended December 31, 2023. The increase was derived primarily from increased LSEG market data fees from our market data agreement that was amended effective as of November 1, 2023, as well as an increase in proprietary third party market data revenue.
Current wording
Market Data. Revenues from our market data asset class increased by $15.7 million or 13.3% to $133.7 million for the year ended December 31, 2025 compared to $118.0 million for the year ended December 31, 2024. The increase was primarily due to increased LSEG market data fees, with $8.4 million from the periodic delivery of historical data sets which occurred during the three months ended March 31, 2025, as well as higher fees resulting from our amended LSEG market data license agreement effective November 1, 2025 and other increases in proprietary third party market data revenue.
Previous wording
Other. Revenues from our other asset class increased by $1.5 million or 6.7% to $24.5 million for the year ended December 31, 2024 compared to $23.0 million for the year ended December 31, 2023.
Current wording
Other. Revenues from our other asset class increased by $11.7 million or 47.7% to $36.3 million for the year ended December 31, 2025 compared to $24.5 million for the year ended December 31, 2024 primarily due to an increase in digital asset revenue earned for performing validation services on the Canton Network. We began earning Canton Coins for providing services to the Canton Network during the third quarter of 2024.
Previous wording
Institutional. Revenues from our institutional client sector increased by $238.7 million or 30.0% to $1.0 billion for the year ended December 31, 2024 from $797.0 million for the year ended December 31, 2023. The increase was derived primarily from higher revenues for rates derivatives products, U.S. and European corporate bonds and U.S., European and other government bonds.
Current wording
Institutional. Revenues from our institutional client sector increased by $239.8 million or 23.1% to $1.3 billion for the year ended December 31, 2025 compared to $1.0 billion for the year ended December 31, 2024. The increase was derived primarily from higher revenues for rates derivatives products, international and U.S. ETFs, U.S. and European corporate bonds, European and U.S. government bonds, mortgages and credit derivative products as well as an increase in digital asset revenue earned for performing validation services on the Canton Network.
Previous wording
Wholesale. Revenues from our wholesale client sector increased by $73.1 million or 23.4% to $385.7 million for the year ended December 31, 2024 from $312.6 million for the year ended December 31, 2023. The increase was derived primarily from higher revenues for U.S. government bonds, including positive contributions from r8fin, as well as higher revenues for U.S. and European corporate bonds, rates derivatives products and repurchase agreements.
Current wording
Wholesale. Revenues from our wholesale client sector increased by $15.1 million or 3.9% to $400.8 million for the year ended December 31, 2025 compared to $385.7 million for the year ended December 31, 2024. The increase was derived primarily from higher revenues for U.S. government bonds, repurchase agreements and equity derivatives products, partially offset by lower revenues for U.S. corporate bonds.
Previous wording
Retail. Revenues from our retail client sector increased by $8.7 million or 6.5% to $143.2 million for the year ended December 31, 2024 from $134.5 million for the year ended December 31, 2023. The increase was derived primarily from higher revenues for U.S. corporate bonds, municipals and structured products.
Current wording
Retail. Revenues from our retail client sector were relatively flat at $146.5 million for the year ended December 31, 2025, an increase of $3.3 million or 2.3% compared to $143.2 million for the year ended December 31, 2024 as higher revenues for municipals were partially offset by lower revenues for U.S. corporate bonds.
Previous wording
Corporates. Revenues from our corporates client sector were $43.2 million for the year ended December 31, 2024. 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 ADB of client money market fund investments made through the ICD Portal for the five months subsequent to the acquisition closing. See “—Trends and Other Factors Impacting Our Performance—Acquisitions,” above for further details about this acquisition.
Current wording
Corporates. Revenues from our corporates client sector increased by $52.7 million or 121.8% to $95.9 million for the year ended December 31, 2025 compared to $43.2 million for the year ended December 31, 2024. We entered the corporates client sector with the August 1, 2024 acquisition of ICD and its proprietary institutional investment technology. This client channel primarily serves corporate treasury organizations worldwide in investing in money market funds. The primary driver of the increase was a full year of basis point commissions earned on the ADB of client money market fund investments made through the ICD Portal during the year ended December 31, 2025 compared to five months during the year ended December 31, 2024 for the period subsequent to the August 1, 2024 acquisition.
Previous wording
Market Data. Revenues from our market data client sector increased by $23.9 million or 25.5% to $118.0 million for the year ended December 31, 2024 from $94.1 million for the year ended December 31, 2023. The increase was derived primarily from increased LSEG market data fees from our market data agreement that was amended effective as of November 1, 2023, as well as an increase in proprietary third party market data revenue.
Current wording
Market Data. Revenues from our market data client sector increased by $15.7 million or 13.3% to $133.7 million for the year ended December 31, 2025 compared to $118.0 million for the year ended December 31, 2024. The increase was primarily due to increased LSEG market data fees, with $8.4 million from the periodic delivery of historical data sets which occurred during the three months ended March 31, 2025, as well as higher fees resulting from our amended LSEG market data license agreement effective November 1, 2025 and other increases in proprietary third party market data revenue.
Previous wording
U.S. Revenues from U.S. clients increased by $210.4 million or 24.7% to $1.1 billion for the year ended December 31, 2024 from $850.3 million for the year ended December 31, 2023 primarily due to higher revenues for U.S. corporate bonds, U.S. government bonds, rates derivatives products, market data and money markets, including contributions from ICD.
Current wording
U.S. Revenues from U.S. clients increased by $133.4 million or 12.6% to $1.2 billion for the year ended December 31, 2025 compared to $1.1 billion for the year ended December 31, 2024 primarily due to higher revenues for money markets, including the contribution from the ICD acquisition, rates derivatives products, municipals, U.S. government bonds, mortgages and U.S. ETFs as well as an increase in digital asset revenue earned for performing validation services on the Canton Network.
Previous wording
International. Revenues from International clients increased by $177.4 million or 36.4% to $665.3 million for the year ended December 31, 2024 from $487.9 million for the year ended December 31, 2023 primarily due to higher revenues for rates derivatives products, European and other government bonds, European corporate bonds, market data and money markets, including contributions from ICD.
Current wording
International. Revenues from international clients increased by $193.1 million or 29.0% to $858.4 million for the year ended December 31, 2025 compared to $665.3 million for the year ended December 31, 2024 primarily due to higher revenues for rates derivatives products, money markets, including the contribution from the ICD acquisition, market data, European government bonds, international ETFs and European corporate bonds.
Previous wording
Employee Compensation and Benefits. Expenses related to employee compensation and benefits increased by $132.4 million or 28.8% to $592.7 million for the year ended December 31, 2024 from $460.3 million for the year ended December 31, 2023. The increase was primarily due to an increase in incentive compensation expense tied to our financial performance, as well as an increase in headcount and related salaries, bonuses and benefits to support our continued growth.
Current wording
Employee Compensation and Benefits. Expenses related to employee compensation and benefits increased by $78.1 million or 13.2% to $670.8 million for the year ended December 31, 2025 from $592.7 million for the year ended December 31, 2024. The increase was primarily due to an increase in headcount and related salaries, bonus, benefits and stock-based compensation associated with our continued growth, including the August 1, 2024 ICD acquisition. As of December 31, 2025 and 2024, we had 1,569 and 1,412 employees globally, respectively. An increase in incentive compensation expense tied to our financial performance also contributed to the overall increase in employee compensation and benefits expenses.
Previous wording
Depreciation and Amortization. Expenses related to depreciation and amortization increased by $34.6 million or 18.7% to $220.0 million for the year ended December 31, 2024 from $185.4 million for the year ended December 31, 2023. The increase was primarily due to increases in amortization of assets acquired in connection with the ICD, r8fin and Yieldbroker acquisitions on August 1, 2024, January 19, 2024 and August 31, 2023, respectively.
Current wording
Depreciation and Amortization. Expenses related to depreciation and amortization increased by $30.2 million or 13.7% to $250.2 million for the year ended December 31, 2025 from $220.0 million for the year ended December 31, 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 and the relocation of our New York City corporate headquarters during September 2025.
Previous wording
Technology and Communications. Expenses related to technology and communications increased by $21.1 million or 27.2% to $98.6 million for the year ended December 31, 2024 from $77.5 million for the year ended December 31, 2023. 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 $29.8 million or 30.2% to $128.3 million for the year ended December 31, 2025 from $98.6 million for the year ended December 31, 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 $4.8 million or 9.4% to $56.3 million for the year ended December 31, 2024 from $51.5 million for the year ended December 31, 2023. The increase was primarily due to increases in travel, marketing and recruiting costs to support our continued growth. These increases were offset by an $11.3 million increase in foreign exchange gains during the year ended December 31, 2024 compared to the year ended December 31, 2023. Realized and unrealized foreign currency gains totaled $10.4 million during the year ended December 31, 2024 as compared to $0.8 million in losses during the year ended December 31, 2023. 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 losses on transactions in nonfunctional currencies.
Current wording
General and Administrative. Expenses related to general and administrative costs increased by $32.1 million or 57.0% to $88.4 million for the year ended December 31, 2025 from $56.3 million for the year ended December 31, 2024. The increase was primarily due to a $27.5 million increase in foreign exchange losses during the year ended December 31, 2025 compared to the year ended December 31, 2024. Realized and unrealized foreign currency losses totaled $17.1 million during the year ended December 31, 2025 as compared to $10.4 million in gains during the year ended December 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.
Previous wording
Professional Fees. Expenses related to professional fees increased by $17.8 million or 41.9% to $60.1 million for the year ended December 31, 2024 from $42.4 million for the year ended December 31, 2023. The increase was primarily due to an increase in professional fees related to acquisitions.
Current wording
Professional Fees. Expenses related to professional fees decreased by $6.7 million or 11.2% to $53.4 million for the year ended December 31, 2025 from $60.1 million for the year ended December 31, 2024 primarily due to a decrease in professional fees related to acquisitions.
Previous wording
Occupancy. Expenses related to occupancy costs increased by $4.3 million or 26.9% to $20.2 million for the year ended December 31, 2024 as compared to $15.9 million for the year ended December 31, 2023. 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 $5.7 million or 28.4% to $26.0 million for the year ended December 31, 2025 as compared to $20.2 million for the year ended December 31, 2024. The increase was primarily due to higher office and data center rent expense associated with our global expansion, including the commencement in September 2025 of the lease for our new corporate headquarters in New York City.
Previous wording
The tax receivable agreement liability adjustment was $7.7 million of income for the year ended December 31, 2024 compared to $9.5 million of expense for the year ended December 31, 2023, due to changes in the tax receivable agreement liability recorded in our consolidated statements of financial condition primarily as a result of changes to tax legislation and tax rates in various jurisdictions, which impacted our estimated future tax savings.
Current wording
The tax receivable agreement liability adjustment was $9.8 million of income for the year ended December 31, 2025 compared to $7.7 million of income for the year ended December 31, 2024, due to changes in the tax receivable agreement liability recorded in our consolidated statements of financial condition primarily as a result of changes to tax legislation and tax rates in various jurisdictions, which impacted our estimated future tax savings.
Previous wording
Interest expense increased by $2.2 million to $4.3 million for the year ended December 31, 2024 from $2.0 million for the year ended December 31, 2023 primarily due to interest expense incurred on payments due under the Tax Receivable Agreement.
Current wording
Interest expense decreased by $2.3 million to $1.9 million for the year ended December 31, 2025 from $4.3 million for the year ended December 31, 2024 primarily due to the timing of payments made under the Tax Receivable Agreement. No interest expense was incurred on payments due under the Tax Receivable Agreement during the year ended December 31, 2025 compared to $2.1 million of interest expense during the year ended December 31, 2024.
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Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On December 5, 2022, the Company announced our board of directors authorized the 2022 Share Repurchase Program to continue to offset annual dilution from stock-based compensation plans, as well as to opportunistically repurchase the Company’s Class A common stock. The 2022 Share Repurchase Program authorized the purchase of up to$300.0 million of our Class A common stock at our discretion and had no termination date. During the year ended December 31, 2025, the Company acquired a total of 987,379 shares of Class A common stock, at an average price of$107.29, for purchases totaling $105.9 million, pursuant to the 2022 Share Repurchase Program. As of December 31, 2025, a total of $74.0 million remained available for repurchase pursuant to the 2022 Share Repurchase Program.