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Tradeweb Markets Inc.

For the period ended Mar 31, 2026. Filed Apr 29, 2026.

View on SEC.gov

About this filing

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

Mar 31, 2026 · Filed Apr 29, 2026

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

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

0001758730-25-000172

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

Current report: 10-Q

Period ended 2026-03-31; filed 2026-04-29.

0001758730-26-000096

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

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

Compared 271 previous paragraphs and 243 current paragraphs.

140 unchanged; 80 reworded; 20 added; 39 removed; 12 previous and 3 current paragraphs rearranged.

Tables are not compared: 23 previous and 16 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 (20)

Current report

Our strong results for the first quarter of 2026 reflected robust client engagement among heightened volatility driven by overall inflationary and central bank policy concerns and global market sensitivity to geopolitical developments. The primary driver of the $108.1 million increase in revenue was related to a $102.5 million increase in transaction fees and commissions to $523.8 million for the three months ended March 31, 2026 from $421.3 million for the three months ended March 31, 2025, primarily due to higher revenues for rates and credit derivatives products, U.S. government bonds, mortgages, U.S. and international exchange traded funds (“ETFs”) and European and U.S. corporate bonds.

Current report

Market Data. Revenues from our market data asset class decreased by $1.8 million or 4.6% to $36.9 million for the three months ended March 31, 2026 compared to $38.7 million for the three months ended March 31, 2025. The decrease was primarily due to amendments to our LSEG market data license agreement which were effective in November 2025 and was partially offset by growth in our proprietary market data revenues. The amended market data license agreement resulted in a change in the timing of delivery of periodic historical data sets, with more frequent deliveries scheduled under the amended agreement and a corresponding decrease in revenue during the first quarter of 2026 that was partially offset by higher overall fees under the amended agreement. During the three months ended March 31, 2025, $8.4 million of revenue was recognized from the periodic delivery of historical data sets delivered and recognized all in January 2025, as compared to quarterly delivery of historical data sets under the amended agreement beginning in the first quarter of 2026 and totaling $2.2 million of revenue during the three months ended March 31, 2026.

Current report

Corporates. Revenues from our corporates client sector increased by $2.2 million or 8.8% to $26.9 million for the three months ended March 31, 2026 compared to $24.7 million for the three months ended March 31, 2025. The primary driver of the increase was higher commissions earned on higher average daily balances of money market fund investments made through the ICD Portal.

Current report

Market Data. Revenues from our market data client sector decreased by $1.8 million or 4.6% to $36.9 million for the three months ended March 31, 2026 compared to $38.7 million for the three months ended March 31, 2025. The decrease was primarily due to amendments to our LSEG market data license agreement which were effective in November 2025 and was partially offset by growth in our proprietary market data revenues. The amended market data license agreement resulted in a change in the timing of delivery of periodic historical data sets, with more frequent deliveries scheduled under the amended agreement and a corresponding decrease in revenue during the first quarter of 2026 that was partially offset by higher overall fees under the amended agreement. During the three months ended March 31, 2025, $8.4 million of revenue was recognized from the periodic delivery of historical data sets delivered and recognized all in January 2025, as compared to quarterly delivery of historical data sets under the amended agreement beginning in the first quarter of 2026 and totaling $2.2 million of revenue during the three months ended March 31, 2026.

Current report

Interest expense was relatively flat at $0.6 million for both the three months ended March 31, 2026 and 2025.

Current report

Other income (loss), net was a loss of $1.2 million for the three months ended March 31, 2026 due to $2.9 million in unrealized losses on our Canton Coin holdings and $0.4 million in losses from our equity method investments, partially offset by a $2.2 million net increase in fair value in our investment in Canton Strategic Holdings, Inc. (formerly known as Tharimmune, Inc.). Other income was $4.2 million for the three months ended March 31, 2025 due to unrealized gains on our Canton Coin holdings.

Current report

Current liabilities decreased to $493.1 million as of March 31, 2026 from $521.4 million as of December 31, 2025 primarily due to a decrease in accrued compensation as a result of annual bonus payments, which occurred during the three months ended March 31, 2026, as well as a decrease in taxes payable as a result of the purchase of transferable tax credits and other tax payments during the three months ended March 31, 2026. This decrease was partially offset by an increase in payable to brokers and dealers and clearing organizations resulting from an increase in unsettled wholesale transactions and a higher value of fails to receive, all of which settled in April 2026.
Removed paragraphs (39)

Previous report

On August 1, 2024, we completed our acquisition of ICD. From the date of ICD Acquisition through September 30, 2024, ICD revenues of $17.2 million and an operating loss of $0.3 million, including $7.3 million of depreciation and amortization expense, were included in our condensed consolidated statements of income for the three and nine months ended September 30, 2024. See Note 4 – Acquisitions to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional details of this acquisition.

Previous report

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

Previous report

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

Previous report

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

Previous report

Rates. Revenues from our rates asset class increased by $41.4 million or 17.7% to $274.5 million for the three months ended September 30, 2025 compared to $233.1 million for the three months ended September 30, 2024 primarily due to higher variable transaction fees and commissions on higher trading volumes for rates derivatives products. The increase in fixed revenue was primarily driven by changes to certain contracts that, among other items, introduced minimum fee floors or subscription fees, resulting in a shift of a portion of revenues from variable to fixed revenue.

Previous report

Credit. Revenues from our credit asset class increased by $3.0 million or 2.6% to $121.3 million for the three months ended September 30, 2025 compared to $118.3 million for the three months ended September 30, 2024 primarily due to higher variable transaction fees and commissions on higher trading volumes for municipals. The increase in variable revenues for municipals was offset by a decline in variable revenues for U.S. corporate bonds, primarily driven by certain market participants switching from fully variable pricing plans to pricing plans that include minimum fee floors or subscription fees, resulting in a shift of a portion of revenues from variable to fixed revenue.

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

Interest expense decreased by $0.9 million or 63.9% to $0.5 million for the three months ended September 30, 2025 compared to $1.4 million for the three months ended September 30, 2024 primarily due to timing of payments made under the Tax Receivable Agreement. No interest expense was incurred on payments due under the Tax Receivable Agreement during the three months ended September 30, 2025 compared to $1.0 million of interest expense during the three months ended September 30, 2024.

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

Market Data. Revenues from our market data asset class increased by $11.9 million or 13.6% to $99.9 million for the nine months ended September 30, 2025 compared to $88.0 million for the nine months ended September 30, 2024. The increase was primarily due to increased LSEG market data fees, with $8.4 million of the increase derived from the periodic delivery of historical data sets which occurred during the three months ended March 31, 2025, and other increases in proprietary third party market data revenue.

Previous report

Other. Revenues from our other asset class increased by $5.5 million or 30.7% to $23.5 million for the nine months ended September 30, 2025 compared to $18.0 million for the nine months ended September 30, 2024 primarily due to an increase in revenue earned for performing validation services on the Canton Network. The Company began providing services to the Canton Network during the third quarter of 2024.

Previous report

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

Previous report

Corporates. Revenues from our corporates client sector increased by $52.6 million or 305.7% to $69.7 million for the nine months ended September 30, 2025 compared to $17.2 million for the nine months ended September 30, 2024. With the August 1, 2024 acquisition of ICD and its proprietary institutional investment technology, we entered the corporates client sector. This client channel primarily serves corporate treasury organizations worldwide in investing in money market funds. The primary driver of the increase was nine months of basis point commissions earned on the average daily balance of client money market fund investments made through the ICD Portal during the nine months ended September 30, 2025 compared to two months during the nine months ended September 30, 2024 for the period subsequent to the August 1, 2024 acquisition.

Previous report

Market Data. Revenues from our market data client sector increased by $11.9 million or 13.6% to $99.9 million for the nine months ended September 30, 2025 compared to $88.0 million for the nine months ended September 30, 2024. The increase was primarily due to increased LSEG market data fees, with $8.4 million of the increase derived from the periodic delivery of historical data sets which occurred during the three months ended March 31, 2025, and other increases in proprietary third party market data revenue.

Previous report

International. Revenues from international clients increased by $161.5 million or 33.9% to $638.1 million for the nine months ended September 30, 2025 compared to $476.7 million for the nine months ended September 30, 2024 primarily due to higher revenues for rates derivatives products, money markets, including the contribution from the ICD Acquisition, market data, International ETFs, European government bonds and credit derivative products.

Previous report

Depreciation and Amortization. Expenses related to depreciation and amortization increased $33.0 million or 21.0% to $190.1 million for the nine months ended September 30, 2025 compared to $157.1 million for the nine months ended September 30, 2024. The increase was primarily due to increases in amortization of assets acquired in connection with the ICD Acquisition on August 1, 2024 and increases in amortization of software development costs and hardware driven by increases in investment in our infrastructure.

Previous report

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

Previous report

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

Previous report

Interest income decreased by $10.1 million or 17.0% to $49.2 million for the nine months ended September 30, 2025 compared to $59.2 million for the nine months ended September 30, 2024 primarily due to a decrease in the average interest rates earned period-over-period and a decrease in our average invested cash balance as a result of the cash paid in connection with the August 1, 2024 ICD Acquisition. These decreases were partially offset by interest earned on a federal income tax refund received during the nine months ended September 30, 2025.

Previous report

Interest expense decreased by $2.1 million or 58.5% to $1.5 million for the nine months ended September 30, 2025 compared to $3.7 million for the nine months ended September 30, 2024 primarily due to timing of payments made under the Tax Receivable Agreement. No interest expense was incurred on payments due under the Tax Receivable Agreement during the nine months ended September 30, 2025 compared to $2.2 million of interest expense during the nine months ended September 30, 2024.

Previous report

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

Previous report

Current liabilities increased to $578.0 million as of September 30, 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.

Previous report

Our cash flows for the nine months ended September 30, 2025 and 2024 were as follows:
Reworded paragraphs (80)

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., Inc. in 2008, 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 corporates client sector through our acquisition of Institutional Cash Distributors (“ICD”) on August 1, 2024 (the “ICD Acquisition”). 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 Institutional Cash Distributors (“ICD”) on August 1, 2024 (the “ICD Acquisition”). 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 during the remainder of 2025 include, among other things, evolving monetary policies of central banks, economic, political and social conditions, legislative, regulatory or government policy changes, including recent and potential future changes in tariffs, international trade agreements or trade policies and other potential material changes to prior laws, rules and regulations, guidance and enforcement stances, geopolitical tensions in the Middle East and concerns with respect to the banking industry, including as a result of any bank failures.

Current wording

Our business is impacted by the overall market activity and, in particular, trading volumes and market volatility. Lower volatility may result in lower trading volume for our clients and may negatively impact our operating performance and financial condition. Factors that may impact market activity during the remainder of 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. 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 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. 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 requirements could potentially have a positive impact on certain markets.

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. 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, (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.

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 our trading platform 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.

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.

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.

Previous wording

We earn revenues, pay expenses, hold assets and incur liabilities in currencies other than the U.S. dollar. Accordingly, fluctuations in foreign currency exchange rates can affect our results of operations from period to period. In particular, fluctuations in exchange rates for non-U.S. dollar currencies may reduce the U.S. dollar value of revenues, earnings and cash flows we receive from non-U.S. markets, increase our operating expenses (as measured in U.S. dollars) in those markets, negatively impact our competitiveness in those markets or otherwise adversely impact our results of operations or financial condition. Future fluctuations of foreign currency exchange rates and their impact on our results of operations and financial condition are inherently uncertain. As we continue to grow the size of our global operations, these fluctuations may be material. See Part I, Item 3. “Quantitative and Qualitative Disclosures About Market Risk — Foreign Currency and Derivative Risk” elsewhere in this Quarterly Report on Form 10-Q.

Current wording

We earn revenues, pay expenses, hold assets and incur liabilities in currencies other than the U.S. dollar. Accordingly, fluctuations in foreign currency exchange rates can affect our results of operations from period to period. In particular, fluctuations in exchange rates for non-U.S. dollar currencies may reduce the U.S. dollar value of revenues, earnings and cash flows we receive from non-U.S. markets, increase our operating expenses (as measured in U.S. dollars) in those markets, negatively impact our competitiveness in those markets or otherwise adversely impact our results of operations or financial condition. Future fluctuations of foreign currency exchange rates and their impact on our results of operations and financial condition are inherently uncertain. As we continue to grow the size of our global operations, these fluctuations may be material. See Part I, Item 3. “Quantitative and Qualitative Disclosures About Market Risk — Foreign Currency and Derivative Risk” elsewhere in this Quarterly Report on Form 10-Q, for the change in revenue and operating income caused by fluctuations in foreign currency rates used in translation and realized and unrealized gains/losses from foreign currency remeasurement of transactions in nonfunctional currencies during the three months ended March 31, 2026 and 2025.

Previous wording

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

Current wording

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. The OBBBA did not have a material impact on the Company’s condensed consolidated statements of financial condition as of March 31, 2026 or December 31, 2025 or the Company’s condensed consolidated statements of income or cash flows for the three months ended March 31, 2026. The Company will continue to evaluate the implications of this legislation on future periods.

Previous wording

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA established a 15% corporate alternative minimum tax (“CAMT”) effective for taxable years beginning after December 31, 2022, and imposed a 1% excise tax on the repurchase after December 31, 2022 of stock by publicly traded U.S. corporations. The 1% excise tax did not have an impact on the Company’s condensed consolidated statements of financial condition, income and cash flows as of and for the three and nine months ended September 30, 2025 or 2024. The Company is subject to the current 15% CAMT, however, it did not have an impact on the Company’s effective tax rate for the three and nine months ended September 30, 2025 or 2024. The IRA also did not have an impact to our non-GAAP adjusted effective tax rate used for purposes of calculating our non-GAAP measure of Adjusted Net Income for the three and nine months ended September 30, 2025 or 2024.

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 condensed consolidated statements of financial condition as of March 31, 2026 or December 31, 2025 or the Company’s condensed consolidated statements of income or cash flows for the three months ended March 31, 2026 or 2025. The Company is subject to the current 15% CAMT, however, it did not have an impact on the Company’s effective tax rate for the three months ended March 31, 2026 or 2025. 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 for the three months ended March 31, 2026 or 2025.

Previous wording

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

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 condensed consolidated statements of financial condition as of March 31, 2026 or December 31, 2025 or the Company’s condensed consolidated statements of income or cash flows for the three months ended March 31, 2026 or 2025. 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

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

Included in our other revenue is revenue earned for performing Super Validator and Validator services on the Canton Network. 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 (occurring at regular 10 minute intervals throughout each day), in comparison to other network participants. The value of the validation revenue recognized is based on the fair value of each Canton Coin upon its receipt at the end of each minting cycle and therefore our revenue for performing these validations services will also vary based on any changes in the fair value of the Canton Coin.

Current wording

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 beginningat 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.

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, 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.

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 nine months ended September 30, 2025 and 2024 include $70.0 million and $61.6 million, respectively, of LSEG market data fees.

Current wording

(1)Subscription fees for the three months ended March 31, 2026 and 2025 include $26.7 million and $28.9 million, respectively, of LSEG market data fees.

Previous wording

A significant percentage of our transaction fees and commissions are tied directly to overall trading volumes in the rates, credit, equities and money markets asset classes. The average daily volumes and total volumes on our trading platforms by asset class for the three months ended September 30, 2025 and 2024, and the resulting percentage changes, are summarized as follows:

Current wording

A significant percentage of our transaction fees and commissions are tied directly to overall trading volumes in the rates, credit, equities and money markets asset classes. The average daily volumes and total volumes on our trading platform by asset class for the three months ended March 31, 2026 and 2025, and the resulting percentage changes, are summarized as follows:

Previous wording

The average variable fees per million dollars of volume traded on our trading platforms by asset class for the three months ended September 30, 2025 and 2024 are summarized below. There are four potential drivers of quarterly fluctuations in our average variable fees per million: (1) the mix and duration of cash and derivatives products traded, (2) the mix of protocols underpinning cash and derivatives products, (3) volume discounts and (4) clients moving between fixed and variable pricing structures. Average variable fees per million should be reviewed in conjunction with our trading volumes and total revenue by asset class. Since variable fees are sometimes subject to fee plans with tiered pricing based on product mix and volume, average variable fees per million for a specific asset class may not correlate with volumes or revenue growth.

Current wording

The average variable fees per million dollars of volume traded on our trading platform by asset class for the three months ended March 31, 2026 and 2025 are summarized below. There are four potential drivers of quarterly fluctuations in our average variable fees per million: (1) the mix and duration of cash and derivatives products traded, (2) the mix of protocols underpinning cash and derivatives products, (3) volume discounts and (4) clients moving between fixed and variable pricing structures. Average variable fees per million should be reviewed in conjunction with our trading volumes and total revenue by asset class. Since variable fees are sometimes subject to fee plans with tiered pricing based on product mix and volume, average variable fees per million for a specific asset class may not correlate with volumes or revenue growth.

Previous wording

Rates. Revenues from our rates asset class increased by $149.7 million or 22.5% to $814.4 million for the nine months ended September 30, 2025 compared to $664.7 million for the nine months ended September 30, 2024 primarily due to higher variable transaction fees and commissions on higher trading volumes for rates derivatives products and U.S. government bonds. The increase in fixed revenue was primarily driven by changes to certain contracts that, among other items, introduced minimum fee floors or subscription fees, resulting in a shift of a portion of revenues from variable to fixed revenue.

Current wording

Rates. Revenues from our rates asset class increased by $78.7 million or 29.7% to $344.2 million for the three months ended March 31, 2026 compared to $265.4 million for the three months ended March 31, 2025 primarily due to higher variable transaction fees and commissions on higher trading volumes for rates derivatives products, U.S. government bonds and mortgages.

Previous wording

Average variable fees per million for rates increased primarily due to a mix shift away from rates derivative compression activity, which has a lower variable fee capture compared to overall rates.

Current wording

Average variable fees per million for rates decreased primarily due to a mix shift towards swaps and swaptions with tenors of less than one year, which have a lower variable fee capture compared to overall rates.

Previous wording

Credit. Revenues from our credit asset class increased by $24.2 million or 7.0% to $369.6 million for the nine months ended September 30, 2025 compared to $345.5 million for the nine months ended September 30, 2024 primarily due to an increase in fixed revenues, primarily driven by certain market participants switching from fully variable pricing plans to pricing plans that include minimum fee floors or subscription fees, resulting in a shift of a portion of revenues from variable to fixed revenue. Revenues from our credit asset class also increased due to higher variable transaction fees and commissions on higher trading volumes for municipals and credit derivatives products.

Current wording

Credit. Revenues from our credit asset class increased by $14.2 million or 11.5% to $138.2 million for the three months ended March 31, 2026 compared to $124.0 million for the three months ended March 31, 2025 primarily due to higher variable transaction fees and commissions on higher trading volumes for credit derivatives products and European corporate bonds. The increase in fixed revenue was primarily driven by certain market participants for U.S. corporate bonds switching during 2025 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.

Previous wording

Average variable fees per million for credit decreased primarily due to certain market participants opting for pricing plans with more fixed fee components, resulting in a shift from variable to fixed revenue within U.S. corporate bonds.

Current wording

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

Previous wording

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

Current wording

Equities. Revenues from our equities asset class increased by $9.9 million or 31.5% to $41.3 million for the three months ended March 31, 2026 compared to $31.4 million for the three months ended March 31, 2025 primarily due to higher variable transaction fees and commissions on higher trading volumes for U.S. and international ETFs and equity derivative products.

Previous wording

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

Current wording

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

Previous wording

Money Markets. Revenues from our money markets asset class increased by $6.8 million or 18.7% to $42.9 million for the three months ended September 30, 2025 compared to $36.1 million for the three months ended September 30, 2024 primarily due to the three months of basis point commissions earned on the average daily balance of client money market fund investments made through the ICD Portal during the three months ended September 30, 2025 compared to two months during the three months ended September 30, 2024 for the period subsequent to the August 1, 2024 acquisition.

Current wording

Money Markets. Revenues from our money markets asset class increased by $3.4 million or 7.8% to $47.1 million for the three months ended March 31, 2026 compared to $43.7 million for the three months ended March 31, 2025 primarily due to higher variable transaction fees and commissions on higher average daily balances of money market fund investments made through the ICD Portal and higher trading volumes for repurchase agreements.

Previous wording

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

Current wording

Other. Revenues from our other asset class increased by $3.6 million or 56.2% to $10.0 million for the three months ended March 31, 2026 compared to $6.4 million for the three months ended March 31, 2025 primarily due to an increase in digital asset revenue earned for performing validation services on the Canton Network.

Previous wording

Institutional. Revenues from our institutional client sector increased by $187.6 million or 24.7% to $947.2 million for the nine months ended September 30, 2025 compared to $759.6 million for the nine months ended September 30, 2024. The increase was derived primarily from higher revenues for rates derivatives products, International and U.S. ETFs, U.S. and European corporate bonds, U.S. and European government bonds, mortgages and credit derivative products.

Current wording

Institutional. Revenues from our institutional client sector increased by $96.9 million or 31.4% to $404.9 million for the three months ended March 31, 2026 compared to $308.1 million for the three months ended March 31, 2025. The increase was derived primarily from higher revenues for rates and credit derivatives products, U.S. and international ETFs, U.S. and European government bonds and mortgages, 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 $11.9 million or 4.1% to $302.9 million for the nine months ended September 30, 2025 compared to $291.0 million for the nine months ended September 30, 2024. The increase was derived primarily from higher revenues for U.S. government bonds.

Current wording

Wholesale. Revenues from our wholesale client sector increased by $13.3 million or 13.0% to $115.6 million for the three months ended March 31, 2026, compared to $102.3 million for the three months ended March 31, 2025. The increase was derived primarily from higher revenues for U.S. and European corporate bonds, U.S. government bonds, mortgages and repurchase agreements.

Previous wording

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

Current wording

Retail. Revenues from our retail client sector decreased by $2.5 million or 6.9% to $33.4 million for the three months ended March 31, 2026 compared to $35.9 million for the three months ended March 31, 2025. The decrease was derived primarily from lower revenues for U.S. corporate and U.S. government bonds.

Previous wording

U.S. Revenues from U.S. clients increased by $107.2 million or 13.6% to $893.1 million for the nine months ended September 30, 2025 compared to $785.9 million for the nine months ended September 30, 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.

Current wording

U.S. Revenues from U.S. clients increased by $45.8 million or 15.4% to $343.7 million for the three months ended March 31, 2026 compared to $297.9 million for the three months ended March 31, 2025 primarily due to higher revenues for rates derivatives products, U.S. government bonds, mortgages, U.S. ETFs and U.S. corporate bonds as well as higher digital asset revenue earned for performing validation services on the Canton Network.

Previous wording

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

Current wording

International. Revenues from international clients increased by $62.3 million or 29.4% to $274.1 million for the three months ended March 31, 2026 compared to $211.8 million for the three months ended March 31, 2025 primarily due to higher revenues for rates and credit derivatives products, international ETFs, European and other government bonds and European corporate bonds.

Previous wording

Employee Compensation and Benefits. Expenses related to employee compensation and benefits increased by $71.1 million or 16.1% to $511.6 million for the nine months ended September 30, 2025 compared to $440.5 million for the nine months ended September 30, 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, and an increase in incentive compensation expense tied to our financial performance.

Current wording

Employee Compensation and Benefits. Expenses related to employee compensation and benefits increased by $20.9 million or 11.8% to $197.8 million for the three months ended March 31, 2026 compared to $176.9 million for the three months ended March 31, 2025. The increase was primarily due to an increase in headcount and related salaries, bonus, benefits and stock-based compensation associated with our continued growth. As of March 31, 2026, December 31, 2025 and March 31, 2025, we had 1,598, 1,569 and 1,435 employees globally, respectively. An increase in incentive compensation 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 $6.5 million or 11.2% to $64.4 million for the three months ended September 30, 2025 compared to $57.9 million for the three months ended September 30, 2024. The increase was primarily due to increases in amortization of assets acquired in connection with the ICD Acquisition on August 1, 2024 and increases in amortization of software development costs and hardware driven by increases in investment in our infrastructure.

Current wording

Depreciation and Amortization. Expenses related to depreciation and amortization decreased by $2.0 million or 3.2% to $60.7 million for the three months ended March 31, 2026 compared to $62.7 million for the three months ended March 31, 2025. The decrease was primarily due to content and data intangible assets recognized in connection with the 2018 Refinitiv Transaction that were fully amortized as of the end of the third quarter of 2025, partially offset by an increase in amortization of software development costs 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 $9.6 million or 39.4% to $33.9 million for the three months ended September 30, 2025 compared to $24.3 million for the three months ended September 30, 2024. The increase was primarily due to increased investment in our data strategy and infrastructure and increased clearance and data fees driven primarily by higher trading volumes period-over-period.

Current wording

Technology and Communications. Expenses related to technology and communications increased by $10.8 million or 37.7% to $39.5 million for the three months ended March 31, 2026 compared to $28.7 million for the three months ended March 31, 2025. The increase was primarily due to increased investment in our data strategy and infrastructure and increased data fees driven primarily by higher trading volumes period-over-period.

Previous wording

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

Current wording

General and Administrative. Expenses related to general and administrative costs decreased by $7.8 million or 39.5% to $11.9 million for the three months ended March 31, 2026 compared to $19.7 million for the three months ended March 31, 2025. The decrease was primarily due to a $9.4 million decrease in foreign exchange losses during the three months ended March 31, 2026 compared to the prior year period. Realized and unrealized foreign currency gains totaled $4.0 million during the three months ended March 31, 2026 as compared to $5.4 million in losses during the three months ended March 31, 2025. 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. The decrease was partially offset by an increase in travel and entertainment costs to support our continued growth.

Showing the first 40 of 80 pairs. Open the source sections for the rest.

Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

On December 5, 2022, the board of directors authorized a share repurchase program for the purchase of up to $300.0 million of our Class A common stock (the “2022 Share Repurchase Program”). During the three months ended March 31, 2026, the Company acquired a total of 482,621 shares of Class A common stock at an average price of $105.10, for purchases totaling $50.7 million, pursuant to the 2022 Share Repurchase Program. As of March 31, 2026, a total of $23.2 million remained available for repurchase pursuant to the 2022 Share Repurchase Program.

Current report — wording carried from elsewhere

On February 5, 2026, the board of directors authorized a new share repurchase program for the purchase of up to $500.0 million of our Class A common stock (the “2026 Share Repurchase Program”) once the 2022 Share Repurchase Program has been exhausted. As of March 31, 2026, a total of $500.0 million remained available for repurchase pursuant to the 2026 Share Repurchase Program.

Current report — wording carried from elsewhere

Our cash flows for the three months ended March 31, 2026 and 2025 were as follows:
Rearranged previous paragraphs (12)

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

(2)Constant currency revenue change, which is a non-GAAP financial measure, is defined as total revenue change excluding the effects of foreign currency fluctuations. Total revenue excluding the effects of foreign currency fluctuations is calculated by translating the current period and prior period’s total revenue using the annual average exchange rates for the prior period. We use constant currency change as a supplemental metric to evaluate our underlying total revenue performance between periods by removing the impact of foreign currency fluctuations. We believe that providing constant currency change provides a useful comparison of our total revenue performance and trends between periods.

Previous report — wording carried elsewhere

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

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The key drivers of the change in total revenue by asset class are summarized as follows:

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We generate revenue from a diverse portfolio of client sectors. Our total revenue by client sector for the nine months ended September 30, 2025 and 2024, and the resulting dollar and percentage changes, were as follows:

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Our revenues and client base are also diversified by geography. Our total revenue by geography (based on client location) for the nine months ended September 30, 2025 and 2024, and the resulting dollar and percentage changes, were as follows:

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Our expenses for the nine months ended September 30, 2025 and 2024 were as follows:

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Technology and Communications. Expenses related to technology and communications increased by $23.0 million or 32.9% to $92.8 million for the nine months ended September 30, 2025 compared to $69.8 million for the nine months ended September 30, 2024. The increase was primarily due to increased investment in our data strategy and infrastructure and increased clearance and data fees driven primarily by higher trading volumes period-over-period.

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General and Administrative. Expenses related to general and administrative costs increased by $22.6 million or 51.3% to $66.6 million for the nine months ended September 30, 2025 compared to $44.0 million for the nine months ended September 30, 2024. The increase was primarily due to a $18.8 million increase in foreign exchange losses during the nine months ended September 30, 2025 compared to the prior year period. Realized and unrealized foreign currency losses totaled $17.9 million during the nine months ended September 30, 2025 as compared to $0.9 million in gains during the nine months ended September 30, 2024. The change was primarily driven by the change in fair value of our foreign currency forward contracts used in connection with our foreign currency risk management program, partially offset by an increase in foreign currency re-measurement gains on transactions in nonfunctional currencies. Increases in travel and entertainment costs to support our continued growth also contributed to the overall increase in general and administrative expenses.

Previous report — wording carried elsewhere

Income tax expense increased by $29.8 million or 22.2% to $163.9 million for the nine months ended September 30, 2025 compared to $134.1 million for the nine months ended September 30, 2024. The provision for income taxes includes U.S. federal, state, local, and foreign taxes. The effective tax rate for the nine months ended September 30, 2025 was approximately 22.8%, compared with 24.7% for the nine months ended September 30, 2024. The effective tax rate for the nine months ended September 30, 2025 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign taxes and the disallowance of compensation expense tax deductions, partially offset by the effect of non-controlling interests, dividends received deduction and the FDII deduction. The effective tax rate for the nine months ended September 30, 2024 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign taxes and the disallowance of compensation expense tax deductions, partially offset by the effect of non-controlling interests and the FDII deduction.