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Tradeweb Markets Inc.

For the period ended Dec 31, 2025. Filed Feb 5, 2026.

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FY2025 · Filed Feb 5, 2026

TW$128.25+0.4%Stored close · as of Nov 9, 2026

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Item 9B. Other Information

(a)Approval or Modification of Material Compensatory Agreements

On February 5, 2026, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) approved or modified certain material compensatory arrangements with the principal executive officer, the principal financial officer and the named executive officers, as detailed below.

The Compensation Committee approved the Amended and Restated Executive Severance Policy, effective as of February 5, 2026 (the “A&R Executive Severance Policy”). The A&R Executive Severance Policy amends and restates the prior Executive Severance Policy in its entirety. Pursuant to the A&R Executive Severance Policy, Eligible Employees (defined as the Chief Executive Officer, any member of the Executive Committee of the Company and any other employee whose employment agreement indicates that the A&R Executive Severance Policy applies) are eligible to receive a Severance Amount (as defined below) upon a Qualifying Termination (defined as a termination by the Company for any reason other than cause, death or disability, or a resignation by the Eligible Employee for good reason). The “Severance Amount” is an amount equal to (i) accrued compensation, plus (ii) one times the Eligible Employee’s base salary, payable in equal installments on the Company’s payroll dates during the one year period following the Termination Date, plus (iii) one and a half times the sum of (A) the Eligible Employee’s base salary and (B) the average actual bonus paid to the Eligible Employee in the three fiscal years preceding the date of termination, paid no later than sixty days following the execution of a release agreement. An Eligible Employee is also entitled to receive reimbursements for the excess costs of COBRA continuation for one year following the termination date. Mr. Hult continues to be entitled to severance pursuant to the terms of his employment agreement and not the A&R Executive Severance Policy. This description is meant to be a summary and not a full description of all of the terms of the A&R Severance Policy, which are incorporated herein by reference. A copy of the A&R Severance Policy is attached as Exhibit 10.42 to this Annual Report on Form 10-K.

In addition, the Compensation Committee approved amendments (the “Executive Equity Agreement Amendments”) to existing outstanding RSU (other than the Chief Executive Officer), PSU and PRSU grant agreements for members of the Executive Committee of the Company (the “Executive Equity Agreements”). Pursuant to the Executive Equity Agreement Amendments, upon a qualifying retirement (with a minimum of six months advance notice), a termination without cause, a termination on account of death or disability (each, a “Qualifying Termination”) or a resignation with good reason, in each instance, by a member of the Executive Committee of the Company, all outstanding and unvested PRSUs and PSUs, as applicable, will fully vest. RSUs, which terms already provide for full vesting upon a Qualifying Termination, will also fully vest on a resignation for good reason. Mr. Hult’s outstanding RSUs already provide for full vesting on such events. The PRSUs, PSUs and RSUs will continue to settle upon the original settlement dates. All other terms applicable to the RSUs, PRSUs and PSUs, as disclosed in the Company’s Proxy Statement on Schedule 14A, filed on March 27, 2025, are unchanged. All equity grants to be made to the Executive Committee members in 2026 and thereafter will be made pursuant to similar terms. This description is meant to be a summary and not a full description of all of the terms of the Executive Equity Agreements, which are incorporated herein by reference. Copies of the Executive Equity Agreements and Executive Equity Agreement Amendments are attached as Exhibits 10.34 - 10.41 to this Annual Report on Form 10-K.

(b)Securities Trading Plans of Executive Officers and Directors

The following table describes trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act, as defined in Item 408 of Regulation S-K (“Rule 10b5-1 trading arrangements”), adopted, modified orterminated by our executive officers and directors during the three months ended December 31, 2025.

Name and TitleActionDateAggregate Number of Securities to be Purchased or SoldScheduled Expiration Date (1)
Steven BernsDirectorAdoptionNovember 3, 2025Sale of up to 425 shares of Class A common stock to be issued upon the vesting on May 20, 2026 of previously awarded restricted stock units.November 25, 2026
Name and TitleActionDateAggregate Number of Securities to be Purchased or SoldScheduled Expiration Date (1)
Amy ClackChief Administrative Officer and Chief Risk OfficerAdoptionNovember 3, 2025Sale of an amount equal to up to: (A) 3,356 shares of Class A common stock, plus (B) (i) 5,349 shares of Class A common stock to be issued upon vesting on January 1, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on January 1, 2026 in settlement of dividend equivalent rights in respect of the 5,349 shares subject to the restricted stock units that accrued during the award’s vesting period of September 1, 2024 - January 1, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (C) (i) 2,209 shares of Class A common stock to be issued upon vesting on March 17, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 17, 2026 in settlement of dividend equivalent rights in respect of the 2,209 shares subject to the restricted stock units that accrued during the award’s vesting period of March 17, 2025 - March 17, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date.September 30, 2026
Troy DixonManaging Director, Co-Head of Global MarketsAdoptionDecember 15, 2025Sale of amount equal to up to: (i) 5,254 shares of Class A common stock to be issued upon vesting on March 15, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 15, 2026 in settlement of dividend equivalent rights in respect of the 5,254 shares subject to the restricted stock units that accrued during the award’s vesting period of February 3, 2025 - March 15, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date.December 14, 2026
Name and TitleActionDateAggregate Number of Securities to be Purchased or SoldScheduled Expiration Date (1)
Douglas FriedmanChief Legal OfficerAdoptionNovember 3, 2025Sale of an amount equal to up to: (A)(i) 13,682 shares of Class A common stock to be issued upon vesting on January 1, 2026 of previously awarded performance-based restricted stock units, plus (ii) the number of shares issued upon vesting on January 1, 2026 in settlement of dividend equivalent rights in respect of the 13,682 shares subject to the performance-based restricted stock units that accrued during the award’s vesting period of January 1, 2023 -January 1, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (B)(i) 45,465 shares of Class A common stock to be issued upon vesting on January 1, 2026 of previously awarded performance-based stock units, plus (ii) the number of shares issued upon vesting on January 1, 2026 in settlement of dividend equivalent rights in respect of the 45,465 shares subject to the performance-based stock units that accrued during the award’s vesting period of January 1, 2023 -January 1, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (C)(i) 2,516 shares of Class A common stock to be issued upon vesting on March 15, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 15, 2026 in settlement of dividend equivalent rights in respect of the 2,516 shares subject to the restricted stock units that accrued during the award’s vesting period of March 15, 2023 - March 15, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (D)(i) 1,991 shares of Class A common stock to be issued upon vesting on March 15, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 15, 2026 in settlement of dividend equivalent rights in respect of the 1,991 shares subject to the restricted stock units that accrued during the award’s vesting period of March 15, 2024 - March 15, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (E)(i) 1,210 shares of Class A common stock to be issued upon vesting on March 17, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 17, 2026 in settlement of dividend equivalent rights in respect of the 1,210 shares subject to the restricted stock units that accrued during the award’s vesting period of March 17, 2025 - March 17, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date.September 30, 2026
Name and TitleActionDateAggregate Number of Securities to be Purchased or SoldScheduled Expiration Date (1)
Sara FurberChief Financial OfficerAdoptionNovember 3, 2025Sale of an amount equal to up to: (A)(i) 33,881 shares of Class A common stock to be issued upon vesting on January 1, 2026 of previously awarded performance-based restricted stock units, plus (ii) the number of shares issued upon vesting on January 1, 2026 in settlement of dividend equivalent rights in respect of the 33,881 shares subject to the performance-based restricted stock units that accrued during the award’s vesting period of January 1, 2023 -January 1, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (B)(i) 90,932 shares of Class A common stock to be issued upon vesting on January 1, 2026 of previously awarded performance-based stock units, plus (ii) the number of shares issued upon vesting on January 1, 2026 in settlement of dividend equivalent rights in respect of the 90,932 shares subject to the performance-based stock units that accrued during the award’s vesting period of January 1, 2023 - January 1, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (C)(i) 6,229 shares of Class A common stock to be issued upon vesting on March 15, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 15, 2026 in settlement of dividend equivalent rights in respect of the 6,229 shares subject to the restricted stock units that accrued during the award’s vesting period of March 15, 2023 - March 15, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (D)(i) 3,715 shares of Class A common stock to be issued upon vesting on March 15, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 15, 2026 in settlement of dividend equivalent rights in respect of the 3,715 shares subject to the restricted stock units that accrued during the award’s vesting period of March 15, 2024 - March 15, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (E)(i) 3,287 shares of Class A common stock to be issued upon vesting on March 17, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 17, 2026 in settlement of dividend equivalent rights in respect of the 3,287 shares subject to the restricted stock units that accrued during the award’s vesting period of March 17, 2025 - March 17, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date.September 30, 2026
Name and TitleActionDateAggregate Number of Securities to be Purchased or SoldScheduled Expiration Date (1)
William HultChief Executive OfficerAdoptionNovember 3, 2025Sale of an amount equal to up to: (A) 144,900 shares of Class A common stock to be issued upon the exercise of options in accordance with the terms of the Rule 10b5-1 trading arrangement, (B)(i) 104,922 shares of Class A common stock to be issued upon vesting on January 1, 2026 of previously awarded performance-based stock units, plus (ii) the number of shares issued upon vesting on January 1, 2026 in settlement of dividend equivalent rights in respect of the 104,922 shares subject to the performance-based stock units that accrued during the award’s vesting period of January 1, 2023 - January 1, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (C)(i) 78,191 shares of Class A common stock to be issued upon vesting on January 1, 2026 of previously awarded performance-based restricted stock units, plus (ii) the number of shares issued upon vesting on January 1, 2026 in settlement of dividend equivalent rights in respect of the 78,191 shares subject to the performance-based restricted stock units that accrued during the award’s vesting period of January 1, 2023 -January 1, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date.February 2, 2027
Name and TitleActionDateAggregate Number of Securities to be Purchased or SoldScheduled Expiration Date (1)
Justin PetersonChief Technology OfficerAdoptionNovember 3, 2025Sale of an amount equal to up to: (A)(i) 24,890 shares of Class A common stock to be issued upon vesting on January 1, 2026 of previously awarded performance-based restricted stock units, plus (ii) the number of shares issued upon vesting on January 1, 2026 in settlement of dividend equivalent rights in respect of the 24,890 shares subject to the performance-based restricted stock units that accrued during the award’s vesting period of January 1, 2023 -January 1, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (B)(i) 90,932 shares of Class A common stock to be issued upon vesting on January 1, 2026 of previously awarded performance-based stock units, plus (ii) the number of shares issued upon vesting on January 1, 2026 in settlement of dividend equivalent rights in respect of the 90,932 shares subject to the performance-based stock units that accrued during the award’s vesting period of January 1, 2023 - January 1, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (C)(i) 4,576 shares of Class A common stock to be issued upon vesting on March 15, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 15, 2026 in settlement of dividend equivalent rights in respect of the 4,576 shares subject to the restricted stock units that accrued during the award’s vesting period of March 15, 2023 - March 15, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (D)(i) 2,547 shares of Class A common stock to be issued upon vesting on March 15, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 15, 2026 in settlement of dividend equivalent rights in respect of the 2,547 shares subject to the restricted stock units that accrued during the award’s vesting period of March 15, 2024 - March 15, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date, plus (E)(i) 2,243 shares of Class A common stock to be issued upon vesting on March 17, 2026 of previously awarded restricted stock units, plus (ii) the number of shares issued upon vesting on March 17, 2026 in settlement of dividend equivalent rights in respect of the 2,243 shares subject to the restricted stock units that accrued during the award’s vesting period of March 17, 2025 - March 17, 2026, pursuant to the terms of the award agreement and determined on the vesting date, less (iii) the number of shares withheld for taxes, to be determined on the vesting date.November 1, 2026

(1) The Rule 10b5-1 trading arrangement may also expire on such earlier date as all such transactions under the trading arrangement are completed or at such time as such trading arrangement is otherwise terminated in accordance with its terms.

During the three months ended December 31, 2025, none of our directors or executive officers adopted, modified orterminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K).

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