Tradeweb Markets Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material under §240.14a-12

Tradeweb Markets Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x No fee required

o Fee paid previously with preliminary materials

o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF

2026 ANNUAL MEETING

OF STOCKHOLDERS

ANDPROXY STATEMENT

.

ABOUT TRADEWEB

We are a leader in building and operating

electronic marketplaces for our global network

of clients across the financial ecosystem. Our

network is comprised of more than 3,000

clients across the institutional, wholesale,

retail and corporates client sectors..

TRADEWEBBY THE NUMBERS

FY25 Revenues

$2.1 B

(18.9% YoY)

FY25 Adjusted EBITDA margin*

54.0%

(+64 bps YoY)

FY25 Adjusted Net Income*

$825.3 M

(+18.7% YoY)

FY25 Free Cash Flow*

$1.1 B

(+31.6% YoY)

• Adjusted EBITDA margin, adjusted net income and free cash flow are non-GAAP

financial measures used to supplement information in our financial results. A

reconciliation of these non-GAAP financial measures may be found in our Form 8-K

and our Annual Report on Form 10-K for the year ended December 31, 2025, both

filed with the U.S. Securities and Exchange Commission on February 5, 2026.

TO MY FELLOW SHAREHOLDERS,

You are cordially invited to attend the Annual Meeting of Stockholders of

Tradeweb Markets Inc., which will be held virtually at 9 a.m., Eastern Time,

on Tuesday, May 19, 2026, atwww.virtualshareholdermeeting.com/TW2026.

The accompanying Notice of the Annual Meeting of Stockholders and Proxy

Statement describes the formal business that we will transact at the virtual

Annual Meeting.

We are furnishing our proxy materials over the Internet in accordance with

the rules of the U.S. Securities and Exchange Commission (“SEC”).

Accordingly, we are sending a Notice of Internet Availability of Proxy

Materials (the “Notice”), rather than a full paper set of the proxy materials,

unless you previously requested to receive printed copies. The Notice

contains details regarding the date, time and location of the meeting and the

business to be conducted, as well as instructions on how to access our proxy

materials on the Internet and for voting over the Internet.

Whether or not you plan to virtually attend the Annual Meeting,

please vote your shares promptly by following the voting

instructions that you have received. Your vote is

important regardless of the number of shares

you own. Voting by proxy will not prevent you

from voting virtually at the Annual Meeting,

but will assure that your vote is counted

if you cannot virtually attend.

On behalf of the Board of Directors and

the employees of Tradeweb Markets Inc.,

we thank you for your continued support

and look forward to seeing you at the

virtual Annual Meeting.

Sincerely,

Billy Hult

Chief Executive Officer

March 26, 2026

NOTICE OF 2026 VIRTUAL ANNUAL

MEETING OF STOCKHOLDERS

To Our Stockholders:

We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Tradeweb Markets

Inc. (“Tradeweb” or the “Company”) that will be held virtually at 9 a.m., Eastern Time, on Tuesday, May 19, 2026, at

www.virtualshareholdermeeting.com/TW2026 for the following purposes:

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

of Directors for a three-year term until the 2029 Annual Meeting of Stockholders and until their respective successors are elected

and qualified (Proposal 1);

2. To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the fiscal

year ending December 31, 2026 (Proposal 2);

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

4. To approve an amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to limit the

liability of certain officers as permitted by Delaware law and make certain other clarifying changes (the “Exculpation Amendment”)

(Proposal 4);

5. To approve an amendment to the Certificate of Incorporation to add a federal forum selection provision for claims arising under

the Securities Act of 1933, as amended (the “Federal Forum Selection Amendment”) (Proposal 5); and

6. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Board of Directors unanimously recommends that you vote (i) “FOR ALL” of the director nominees named in the attached

Proxy Statement, (ii) “FOR” the ratification of the appointment of Deloitte as our independent registered public accounting firm, (iii)

“FOR” the approval, on an advisory basis, of the compensation paid to our named executive officers, (iv) “FOR” the Exculpation

Amendment and (v) “FOR” the Federal Forum Selection Amendment.

The Board of Directors has fixed March 20, 2026 as the record date for determining stockholders entitled to receive notice of,

and to vote at, the virtual Annual Meeting or any adjournment or postponement thereof. Only stockholders of record at the close of

business on that date will be entitled to notice of, and to vote at, the Annual Meeting. Holders of outstanding shares of Class A

common stock, Class B common stock, Class C common stock and Class D common stock vote together as a single class on all

matters on which stockholders are entitled to vote generally (except as may be required by law). Each share of Class A common stock

and Class C common stock entitles its holder to one vote on all matters presented to the Company’s stockholders generally. Each

share of Class B common stock and Class D common stock entitles its holder to 10 votes on all matters presented to the Company’s

stockholders generally.

The Board of Directors has again determined to hold the Annual Meeting virtually. We believe that this is the right choice for the

Company as it provides expanded stockholder access regardless of the size of the Annual Meeting or resources available to

stockholders, improves communication and allows participants to attend the Annual Meeting conveniently from any location at no

additional cost. The Company has endeavored to provide stockholders attending the Annual Meeting with the same rights and

opportunities to participate as they would at an in-person meeting.

You are cordially invited to virtually attend the Annual Meeting, conducted virtually via live audio webcast at

www.virtualshareholdermeeting.com/TW2026, to vote on the proposals described in this Proxy Statement, view the list of registered

stockholders on the Annual Meeting website and submit questions during the meeting. Your vote is important. Regardless of whether

or not you participate in the Annual Meeting, we hope that you vote as soon as possible. You may vote online or by phone, or, if you

received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or

voting instruction card. Voting online or by phone, written proxy or voting instruction card ensures your representation at the Annual

Meeting regardless of whether you attend online. For additional details, see “Voting and Attendance at the Annual Meeting” below. This

Proxy Statement provides detailed information about the Annual Meeting. We encourage you to read this Proxy Statement carefully

and in its entirety.

By Order of the Board of Directors,

Douglas Friedman

Chief Legal Officer

New York, New York

March 26, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ONMAY 19, 2026

The Notice, the Proxy Statement and the Company’s 2025 Annual Report are available atwww.proxyvote.com.

PROXY SUMMARY

This summary highlights information contained

elsewhere in this Proxy Statement. This summary

does not contain all the information you should

consider in voting your shares. Please read the

complete Proxy Statement and our Annual Report

to Stockholders for the fiscal year ended

December 31, 2025 carefully before voting.

MEETING INFORMATION

HOW TO VOTE

Your vote is important. You may vote your shares in advance of the Annual Meeting via the Internet, by telephone or

by mail or during the meeting by attending and voting electronically. If you vote via the Internet, by telephone orplan to

vote electronically during the Annual Meeting, you do not need to mail in a proxy card.

INTERNET

To vote before the meeting, visit

www.proxyvote.com.

To vote at the meeting, visit

www.virtualshareholdermeeting.com/

TW2026. You will need the control

number printed on your notice, proxy

card or voting instruction form.

TELEPHONE

If you received a paper copy of the

proxy materials, dial toll-free

800-690-6903 or the telephone

number on your voting instruction

form. You will need the control number

printed on your notice, proxy card

or voting instruction form.

MAIL

If you received a paper copy

of the proxy materials, send

your completed and signed

proxy card or voting instruction

form using the enclosed

postage-paid envelope.

We first began sending our stockholders the Notice and made our proxy materials available on or about March 26, 2026.

PROPOSALS

Proposal 1

Election of

Directors

To elect thethree director nominees named in this Proxy Statement as Class I directors of the Company,

each to serve for a three-year term until the 2029 Annual Meeting and until their respective successors are

elected and qualified.

ü Our Board unanimously recommends that you vote “FOR ALL” of the director nominees.

Proposal 2

Auditor

Ratification

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public

accounting firm for the fiscal year ending December 31, 2026.

ü Our Board unanimously recommends that you vote“FOR” ratification of the appointment of Deloitte &

Touche LLP as our independent registered public accounting firm for fiscal 2026.

Proposal 3

Advisory Vote

on Executive

Compensation

To approve, on an advisory basis, the compensation of our named executive officers.

ü Our Board unanimously recommends that you vote, on an advisory basis,“FOR” the compensation of our

named executive officers as set forth in this Proxy Statement.

Proposal 4

Exculpation

Amendment

To approve an amendment to the Certificate of Incorporation to limit the liability of certain officers as

permitted by Delaware law and make certain other clarifying changes (the “Exculpation Amendment”).

ü Our Board unanimously recommends that you vote “FOR” the Exculpation Amendment.

Proposal 5

Federal Forum

Selection

Amendment

To approve an amendment to the Certificate of Incorporation to add a federal forum selection provision for

Securities Act claims (the “Federal Forum Selection Amendment”).

ü Our Board unanimously recommends that you vote “FOR” the Federal Forum Selection Amendment.

OUR BOARD OF DIRECTORS

▲ = Chairpersonl = Member

OUR BOARD OF DIRECTORS

BOARD SKILLS AND QUALIFICATIONS

CAPITAL MARKETS/FIXED INCOME

11 OF 11 DIRECTORS

FINANCIAL EXPERTISE

7 OF 11 DIRECTORS

ELECTRONIC TRADING

8 OF 11 DIRECTORS

GLOBAL LEADERSHIP/HUMAN CAPITAL

10 OF 11 DIRECTORS

CORPORATE GOVERNANCE

11 OF 11 DIRECTORS

LEGAL & REGULATORY

6 OF 11 DIRECTORS

RISK MANAGEMENT / INFO. TECH. & SYSTEMS

7 OF 11 DIRECTORS

MERGERS & ACQUISITIONS

10 OF 11 DIRECTORS

BOARD INDEPENDENCE AND TENURE

TENURE

INDEPENDENCE

55%

INDEPENDENT

AVERAGE

4.4

YEARS

Non-independent

Independent

3+ years

0-3 years

EXECUTIVE COMPENSATION

PROGRAM HIGHLIGHTS

KEY 2025 EXECUTIVE COMPENSATION PROGRAM PRACTICES

LONG-TERM

PERFORMANCE

ALIGNMENT

•Annual award to NEOs of

performance-based restricted stock

units that vest based on achievement

of three-year financial targets

(“PRSUs”)

•Annual award to NEOs of

performance-vesting stock units that

vest based on achievement of total

shareholder return (“TSR”) targets

during the last year of a three-year

performance period (“PSUs”)

SIGNIFICANT EQUITY

INCENTIVES AND

OWNERSHIP

•CEO total target compensation

delivered 79% in equity; non-CEO

NEO total compensation delivered

60% in equity

•Stock ownership guidelines for

senior management and non-

employee directors

MARKET-INFORMED

TOTAL COMPENSATION

PACKAGE

•Compensation peer group

used for benchmarking

purposes

KEY ELEMENTS OF OUR FISCAL YEAR 2025 COMPENSATION PROGRAM

95%

93%

PHILOSOPHY AND OBJECTIVES