Tradeweb Markets Inc.

Notes to Condensed Consolidated Financial Statements

1. Organization

Tradeweb Markets Inc. (the “Corporation”) was incorporated as a Delaware corporation on November 7, 2018 to carry on the business of Tradeweb Markets LLC (“TWM LLC”) following the completion of a series of reorganization transactions on April 4, 2019 (the “Reorganization Transactions”), in connection with Tradeweb Markets Inc.’s initial public offering (the “IPO”), which closed on April 8, 2019. Following the Reorganization Transactions, Refinitiv (as defined below) owned an indirect majority ownership interest in the Company (as defined below).

On January 29, 2021, London Stock Exchange Group plc (“LSEG”) completed its acquisition of the Refinitiv business from a consortium, including certain investment funds affiliated with Blackstone Inc.(“Blackstone”) as well as Thomson Reuters Corporation (“TR”), in an all share transaction (the “LSEG Transaction”).

In connection with the LSEG Transaction, the Corporation became a consolidating subsidiary of LSEG. Prior to the LSEG Transaction, the Corporation was a consolidating subsidiary of BCP York Holdings (“BCP”), a company owned by certain investment funds affiliated with Blackstone, through BCP’s previous majority ownership interest in Refinitiv. As used herein, “Refinitiv,” prior to the LSEG Transaction, means Refinitiv Holdings Limited, and unless otherwise stated or the context otherwise requires, all of its direct and indirect subsidiaries, and subsequent to the LSEG Transaction, refers to Refinitiv Parent Limited, and unless otherwise stated or the context otherwise requires, all of its subsidiaries. Refinitiv owns substantially all of the former financial and risk business of Thomson Reuters (as defined below), including, prior to and following the completion of the Reorganization Transactions, an indirect majority ownership interest in the Company. The Refinitiv business was rebranded by LSEG as LSEG Data & Analytics during the fourth quarter of 2023.

The Corporation is a holding company whose principal asset is LLC Interests (as defined below) of TWM LLC. As the sole manager of TWM LLC, the Corporation operates and controls all of the business and affairs of TWM LLC and, through TWM LLC and its subsidiaries, conducts the Corporation’s business. As a result of this control, and because the Corporation has a substantial financial interest in TWM LLC, the Corporation consolidates the financial results of TWM LLC and reports a non-controlling interest in the Corporation’s condensed consolidated financial statements. As of September 30, 2026 and December 31, 2025, Tradeweb Markets Inc. owned 90.1% and 90.2%, respectively, of TWM LLC and the non-controlling interest holders owned the remaining 9.9% and 9.8%, respectively, of TWM LLC. References to LLC Interests held by Tradeweb Markets Inc. and comparable terminology refer to LLC Interests held by Tradeweb Markets Inc. directly as well as indirectly through direct, wholly-owned subsidiaries of Tradeweb Markets Inc. (which are holding companies with no independent operations).

Unless the context otherwise requires, references to the “Company” refer to Tradeweb Markets Inc. and its consolidated subsidiaries, including TWM LLC, following the completion of the Reorganization Transactions, and TWM LLC and its consolidated subsidiaries prior to the completion of the Reorganization Transactions.

A majority interest of Refinitiv (formerly the Thomson Reuters Financial & Risk Business) was acquired by BCP on October 1, 2018 (the “Refinitiv Transaction”) from TR. The Refinitiv Transaction resulted in a new basis of accounting for certain of the Company’s assets and liabilities beginning on October 1, 2018. See Note 2 – Significant Accounting Policies for a description of pushdown accounting applied as a result of the Refinitiv Transaction.

In connection with the Reorganization Transactions, TWM LLC’s limited liability company agreement (the “TWM LLC Agreement”) was amended and restated to, among other things, (i) provide for a new single class of common membership interests in TWM LLC (the “LLC Interests”), (ii) exchange all of the then existing membership interests in TWM LLC for LLC Interests and (iii) appoint the Corporation as the sole manager of TWM LLC. LLC Interests, other than those held by the Corporation, are redeemable or exchangeable in accordance with the TWM LLC Agreement for shares of Class A common stock, par value $0.00001 per share, of the Corporation (the “Class A common stock”) or Class B common stock, par value $0.00001 per share, of the Corporation (the “Class B common stock”), as the case may be, on aone-for-one basis.

As used herein, references to “Continuing LLC Owners” refer collectively to (i) those owners of TWM LLC prior to the Reorganization Transactions (the “Original LLC Owners”), including an indirect subsidiary of Refinitiv, certain investment and commercial banks (collectively, the “Bank Stockholders”), and members of management, that continued to own LLC Interests after the completion of the IPO and Reorganization Transactions and that received shares of Class C common stock, par value $0.00001 per share, of the Corporation (the “Class C common stock”), shares of Class D common stock, par value $0.00001 per share, of the Corporation (the “Class D common stock”) or a combination of both, as the case may be, in connection with the completion of the Reorganization Transactions, (ii) any subsequent transferee of any Original LLC Owner that has executed a joinder agreement to the TWM LLC Agreement and (iii) solely with respect to the Tax Receivable Agreement (as defined in Note 6 – Tax Receivable Agreement), (x) those Original LLC Owners, including certain of the Bank Stockholders, that disposed of all of their LLC Interests for cash in connection with the IPO and (y) any party that has executed a joinder agreement to the Tax Receivable Agreement in accordance with the Tax Receivable Agreement.

The Company is a leader in building and operating electronic marketplaces for a global network of clients across the institutional, wholesale, retail and corporates client sectors. The Company’s principal subsidiaries include:

•Tradeweb LLC (“TWL”), a registered broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a member of the Financial Industry Regulatory Authority (“FINRA”), a member of the Municipal Securities Rulemaking Board (“MSRB”), a registered independent introducing broker with the Commodities Future Trading Commission (“CFTC”) and a member of the National Futures Association (“NFA”).

•Dealerweb LLC (“DW”) (formerly known as Hilliard Farber & Co., Inc. and Dealerweb Inc.), a registered broker-dealer under the Exchange Act and a member of FINRA and MSRB. DW is also registered as an introducing broker with the CFTC and a member of the NFA.

•Tradeweb Direct LLC (“TWD”) (formerly known as BondDesk Trading LLC), a registered broker-dealer under the Exchange Act and a member of FINRA and MSRB.

•Institutional Cash Distributors LLC (“ICDLC”), acquired on August 1, 2024, a registered broker-dealer under the Exchange Act and a member of FINRA.

•Tradeweb Europe Limited (“TEL”), a MiFID Investment Firm regulated by the Financial Conduct Authority (the “FCA”) in the UK and certain other global regulators and that maintains branches in Hong Kong and Singapore.

•TW SEF LLC (“TW SEF”), a Swap Execution Facility (“SEF”) regulated by the CFTC and certain other global regulators and a registered security-based swap execution facility (“SBSEF”) under the Exchange Act.

•DW SEF LLC (“DW SEF”), a SEF regulated by the CFTC and certain other global regulators.

•Tradeweb Japan K.K. (“TWJ”), a security house regulated by the Japanese Financial Services Agency (“JFSA”) and the Japan Securities Dealers Association (“JSDA”).

•Tradeweb EU B.V. (“TWEU”), a MiFID Investment Firm regulated by the Netherlands Authority for the Financial Markets (“AFM”), the De Nederlandsche Bank (“DNB”) and certain other global regulators and that maintains branches in France and Italy.

•Tradeweb Execution Services Limited (“TESL”), an Investment Firm (“BIPRU Firm”) regulated by the FCA in the UK with an exemption from the Australian Securities & Investments Commission (“ASIC”) from having to hold an Australian financial services license.

•Tradeweb Information Technology Services (Shanghai) Co., Ltd., a wholly-owned foreign enterprise (“WOFE”) in China. Its business scope includes information, data and technology related services including development, sales, import and export and consulting. The Tradeweb offshore electronic trading platform is recognized by the People’s Bank of China (“PBOC”) for the provision of Bond Connect, CIBM Direct RFQ and Swap Connect.

•Tradeweb Execution Services B.V. (“TESBV”), a MiFID Investment Firm authorized and regulated by the AFM, with permission to trade on a matched principal basis.

•Tradeweb Australia Pty Ltd (formerly Yieldbroker Pty Limited) (“YB” or “Yieldbroker”), acquired in August 2023, a Tier 1 Australian Markets Licensee in Australia, regulated by ASIC.

•Tradeweb (DIFC) Limited (“TDIFC”), an Authorized Firm regulated by the Dubai Financial Services Authority (“DFSA”) with a license for “arranging deals in investments” for users to access the Company’s various trading venues that are also separately recognized by the DFSA.

•TW Technology and Trading Private Limited (“TTTL”), a private limited company incorporated in Mumbai, India. Its business scope includes providing a sales relationship support function for Tradeweb’s offshore trading platform into India.

•Tradeweb Brasil Ltda. (“TWB”), a limited liability company incorporated in Sao Paulo, Brazil.

•Institutional Cash Distributors Limited (“ICDLT”), acquired on August 1, 2024, a firm engaged in the provision of intermediary services authorized and regulated by the FCA in the UK.

•Tradeweb Company, a Joint Stock Company incorporated in the Kingdom of Saudi Arabia (“TWSA”), authorized and regulated by the Capital Markets Authority (“CMA”) to operate an Alternative Trading System (“ATS”).

•Tradeweb Asia Pte. Ltd. (“TAPL”), a Singapore based company licensed by the Monetary Authority of Singapore (“MAS”) as a Capital Markets Service Provider.

•TW Global Capability Centre Private Limited (“TWGC”), a private limited company based in Bangalore, India, operates as a support center for various administrative functions.

In August 2024, the Company acquired Institutional Cash Distributors (“ICD”) by purchasing all of the outstanding equity interests of each of ICD Intermediate Holdco 1, LLC, SCIC - ICD Blocker 1, Inc. and Parthenon Investors V ICD Blocker, Inc. (the “ICD Acquisition”). ICD is an institutional investment technology provider for corporate treasury organizations trading short-term investments. ICD’s flagship products include the ICD Portal and ICD Portfolio Analytics. The portal is a one-stop shop to research, trade, analyze and report on investments across more than 40 available investment providers primarily offering money market funds and access to other short term products including deposits, fixed term funds and separately managed accounts (“SMAs”) (collectively referred to herein as “money market funds”). Portfolio Analytics is an AI-driven cloud solution for aggregating positions across a corporate treasury’s entire portfolio for analysis and reporting. With the 2024 acquisition of ICD and its proprietary technology, the Company added “corporates” as a client channel, serving corporate treasury professionals, complementing the Company’s previously existing focus on institutional, wholesale and retail clients.

In January 2024, the Company acquired R8FIN Holdings LP (together with its subsidiaries, “r8fin”) (the “r8fin Acquisition”). r8fin provides a suite of algorithmic-based tools as well as a thin-client execution management system (“EMS”) trading application to facilitate futures and cash trades. The r8fin solutions complement Tradeweb’s Active Streams, Central Limit Order Book (“CLOB”), Request-for-Quote (“RFQ”) and Automated Intelligent Execution (“AiEX”) offerings.

In August 2023, the Company acquired Yieldbroker, a leading Australian trading platform for Australian and New Zealand government bonds and interest rate derivatives, covering the institutional and wholesale client sector (the “Yieldbroker Acquisition”). This acquisition combined Australia and New Zealand’s highly attractive, fast-growing markets with Tradeweb’s international reach and scale.

In June 2021, the Company acquired Nasdaq’s U.S. fixed income electronic trading platform, formerly known as eSpeed (the “NFI Acquisition”), which is a fully executable CLOB for electronic trading in on-the-run (“OTR”) U.S. government bonds.

As of September 30, 2026:

•The public investors collectively owned 112,142,045 shares of Class A common stock, representing 9.8% of the combined voting power of Tradeweb Markets Inc.’s issued and outstanding common stock and indirectly, through Tradeweb Markets Inc., owned 48.3% of the economic interest in TWM LLC;

•LSEG indirectly owned 96,933,192 shares of Class B common stock,18,000,000 shares of Class C common stock and 4,988,329 shares of Class D common stock, collectively representing 90.2% of the combined voting power of Tradeweb Markets Inc.’s issued and outstanding common stock and directly and indirectly, through Tradeweb Markets Inc., owned 51.7% of the economic interest in TWM LLC; and

•Other stockholders that continued to own LLC Interests also collectively owned 68,539 shares of Class D common stock, representing less than 0.1% of the combined voting power of Tradeweb Markets Inc.’s issued and outstanding common stock. Collectively, these stockholders directly owned less than 0.1% of the economic interest in TWM LLC.

In addition, the Company’s basic and diluted earnings per share calculations for the three and nine months ended September 30, 2026 were impacted by 77,847 and 76,448, respectively, of weighted average shares resulting from unvested or unsettled vested stock awards that were considered participating securities for purposes of calculating earnings per share in accordance with the two-class method. The Company’s diluted earnings per share calculations for the three and nine months ended September 30, 2026 also include 493,942 and 488,333, respectively, of weighted average shares resulting from the dilutive effect of its equity incentive plans. See Note 13 – Earnings Per Share for additional details.

2. Significant Accounting Policies

The following is a summary of significant accounting policies:

Basis of Presentation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. As discussed in Note 1 – Organization, as a result of the Reorganization Transactions, Tradeweb Markets Inc. consolidates TWM LLC and its subsidiaries and TWM LLC is considered to be the predecessor to Tradeweb Markets Inc. for financial reporting purposes. Tradeweb Markets Inc. had no business transactions or activities and no substantial assets or liabilities prior to the Reorganization Transactions. The condensed consolidated financial statements represent the financial condition and results of operations of the Company and report a non-controlling interest related to the LLC Interests held by Continuing LLC Owners.

These condensed consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The consolidated financial information as of December 31, 2025 has been derived from audited financial statements not included herein. These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) with respect to interim financial reporting and Form 10-Q. In accordance with such rules and regulations, certain disclosures that are normally included in annual financial statements have been omitted. These unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and the difference may be material to the condensed consolidated financial statements.

Business Combinations

Business combinations are accounted for under the purchase method of accounting pursuant to Accounting Standards Codification (“ASC”) 805, Business Combinations(“ASC 805”). The total cost of an acquisition is allocated to the underlying net assets based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. The fair value of assets acquired and liabilities assumed is determined based on assumptions that reasonable market participants would use in the principal (or most advantageous) market for the asset or liability. Determining the fair value of certain assets acquired and liabilities assumed is judgmental in nature and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates, growth rates, customer attrition rates and asset lives.

Transaction costs incurred to effect a business combination are expensed as incurred and areincluded as a component of professional fees or general and administrative expenses in the condensed consolidated statements of income.

Pushdown Accounting

In connection with the Refinitiv Transaction, a majority interest of Refinitiv was acquired by BCP on October 1, 2018 from TR. The Refinitiv Transaction was accounted for by Refinitiv in accordance with the acquisition method of accounting pursuant to ASC 805, and pushdown accounting was applied to Refinitiv to record the fair value of the assets and liabilities of Refinitiv as of October 1, 2018, the date of the Refinitiv Transaction. The Company, as a consolidating subsidiary of Refinitiv, also accounted for the Refinitiv Transaction using pushdown accounting which resulted in a new fair value basis of accounting for certain of the Company’s assets and liabilities beginning on October 1, 2018. Under the pushdown accounting applied, the excess of the fair value of the Company above the fair value accounting basis of the net assets and liabilities of the Company as of October 1, 2018 was recorded as goodwill. The fair value of assets acquired and liabilities assumed was determined based on assumptions that reasonable market participants would use in the principal (or most advantageous) market for the asset or liability. The adjusted valuations primarily affected the values of the Company’s long-lived and indefinite-lived intangible assets, including software development costs.

Cash and Cash Equivalents

Cash and cash equivalents consists of cash and highly liquid investments with remaining maturities at the time of purchase of three months or less.

Allowance for Credit Losses

The Company continually monitors collections and payments from its clients and maintains an allowance for credit losses. The allowance for credit losses is based on an estimate of the amount of potential credit losses in existing accounts receivable, as determined from a review of aging schedules, past due balances, historical collection experience and other specific account data. An analysis of the financial condition of the Company’s counterparties is also performed. When estimating credit losses on current accounts receivable and current contract assets arising from revenue from contracts with customers, the Company has elected the practical expedient to assume that current conditions as of the statement of financial condition date do not change for the remaining life of the asset. Additions to the allowance for credit losses relating to client receivables are charged to credit loss expense, included as a component of general and administrative expenses in the condensed consolidated statements of income. Aged balances that are determined to be uncollectible are written off against the allowance for credit losses.

An allowance for credit losses is also recognized for any credit impairment of the Company’s digital asset loan receivable and available-for-sale debt securities, with the credit loss included as a component of other income (loss), net in the condensed consolidated statements of income. See Note 11 – Credit Risk for additional information.

Receivable from and Payable to Brokers and Dealers and Clearing Organizations

Receivable from and payable to brokers and dealers and clearing organizations consists of proceeds from wholesale transactions executed on the Company’s platform which failed to settle due to the inability of a transaction party to deliver or receive the transacted security. These securities transactions are generally collateralized by those securities. Until the failed transaction settles, a receivable from (and a matching payable to) brokers and dealers and clearing organizations is recognized for the proceeds from the unsettled transaction.

Deposits with Clearing Organizations

Deposits with clearing organizations are comprised of cash deposits.

Furniture, Equipment, Purchased Software and Leasehold Improvements

Furniture, equipment, purchased software and leasehold improvements are carried at cost less accumulated depreciation. Depreciation for furniture, equipment and purchased software is computed on a straight-line basis over the estimated useful lives of the related assets, ranging from three toseven years. Leasehold improvements are amortized over the lesser of the estimated useful lives of the leasehold improvements or the remaining term of the lease for office space.

Furniture, equipment, purchased software and leasehold improvements are tested for impairment whenever events or changes in circumstances suggest that an asset’s carrying value may not be fully recoverable.

As of September 30, 2026 and December 31, 2025, accumulated depreciation related to furniture, equipment, purchased software and leasehold improvements totaled $109.5 million and $96.7 million, respectively. Depreciation expense for furniture, equipment, purchased software and leasehold improvements was $7.3 million and $6.4 million for the three months ended September 30, 2026 and 2025, respectively, and $21.8 million and $18.5 million for the nine months ended September 30, 2026 and 2025, respectively.

Software Development Costs

The Company capitalizes costs associated with the development of internal use software at the point at which the conceptual formulation, design and testing of possible software project alternatives have been completed. The Company capitalizes employee compensation and related benefits and third party consulting costs incurred during the application development stage which directly contribute to such development. Such costs are amortized on a straight-line basis over three years. Software development costs acquired as part of the ICD Acquisition are amortized over eight years, software development costs acquired as part of the r8fin Acquisition are amortized over seven years and software development costs acquired as part of the Yieldbroker Acquisition and NFI Acquisition were both amortized overone year. Costs capitalized as part of the Refinitiv Transaction pushdown accounting allocation are amortized over nine years. The Company reviews the amounts capitalized for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable, or that their useful lives are shorter than originally expected. Non-capitalized software costs and routine maintenance costs are expensed as incurred.

As of September 30, 2026 and December 31, 2025, accumulated amortization related to software development costs totaled $462.6 million and $387.1 million, respectively. Amortization expense for software development costs was $25.9 million and $23.3 million for the three months ended September 30, 2026 and 2025, respectively, and $75.5 million and $67.8 million for the nine months ended September 30, 2026 and 2025, respectively.

Goodwill

Goodwill includes the excess of the fair value of the Company above the fair value accounting basis of the net assets and liabilities of the Company as previously applied under pushdown accounting in connection with the Refinitiv Transaction. Goodwill also includes the cost of acquired companies in excess of the fair value of identifiable net assets at the acquisition date, including the ICD Acquisition, the r8fin Acquisition, the Yieldbroker Acquisition and the NFI Acquisition, which were all accounted for as business combinations. Goodwill is not amortized, but is tested for impairment annually on October 1st and between annual tests, whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. Goodwill is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. The Company consists ofone reporting unit for goodwill impairment testing purposes. An impairment loss is recognized if the estimated fair value of a reporting unit is less than its net book value. Such loss is calculated as the difference between the estimated fair value of goodwill and its carrying value.

Goodwill was last tested for impairment on October 1, 2025 andno impairment of goodwill was identified.

Intangible Assets

Intangible assets with a finite life are amortized over the estimated lives, ranging from four tofifteen years. These intangible assets subject to amortization are tested for impairment whenever events or changes in circumstances suggest that an asset’s or asset group’s carrying value may not be fully recoverable. Intangible assets with an indefinite useful life are tested for impairment at least annually. An impairment loss is recognized if the sum of the estimated discounted cash flows relating to the asset or asset group is less than the corresponding book value.

As of September 30, 2026 and December 31, 2025, accumulated amortization related to intangible assets totaled $887.0 million and $799.7 million, respectively. Amortization expense for definite-lived intangible assets was $29.1 million and $34.6 million for the three months ended September 30, 2026 and 2025, respectively, and $87.3 million and $103.8 million for the nine months ended September 30, 2026 and 2025, respectively.

Digital Assets and Other Investments at Fair Value

Investments in Digital Assets - Canton Coins

The Company performs services as a Super Validator and Validator on the Global Synchronizer, the Canton Network’s decentralized interoperability infrastructure. The Canton Network is a public-permissioned blockchain network designed with privacy and controls to facilitate the exchange of regulated financial assets. The Canton Network’s Global Synchronizer includes a utility token, which is a digital asset called the Canton Coin. As a Super Validator and Validator on the network, the Company verifies network transactions and contributes to the consensus mechanism of the network. For these validation services, the Company earns Canton Coins and then generally holds the Canton Coins on its balance sheet for investment purposes and may use Canton Coins to pay fees associated with its own Canton Network activity. The cost basis of the Canton Coins received throughout each day is initially recorded at its fair value on the date of receipt as a component of digital assets and other investments at fair value in the condensed consolidated statements of financial condition. The Canton Coins are then remeasured to fair market value at the end of each reporting period through an adjustment to unrealized gain/(loss), included as a component of other income (loss), net in the condensed consolidated statements of income. The Company employs the first-in-first-out (“FIFO”) method to determine the cost basis of its Canton Coins for the computation of gains and losses on any disposal or sale of Canton Coins. Realized gain/(loss) on any disposal or sale of Canton Coins are also included as a component of other income (loss), net in the condensed consolidated statements of income.

Investments in Available-for-Sale Debt Securities

Investments in available-for-sale debt securities are carried at fair value with unrealized gains or losses excluded from earnings and reported in accumulated other comprehensive income (loss) in the condensed consolidated statements of financial condition until the available-for-sale debt security is derecognized. When an available-for-sale debt security is derecognized, the accumulated other comprehensive income (loss) balance for that security, as of the end of the preceding reporting period, is reclassified into earnings.

On a quarterly basis, the Company assesses whether an impairment loss on its available-for-sale debt securities has occurred due to declines in fair value or other market conditions. When the amortized cost basis of available-for-sale debt security exceeds its fair value, the security is deemed to be impaired. The portion of an impairment related to credit losses is determined by comparing the present value of cash flows expected to be collected from the security with the amortized cost basis of the security and is recorded as a charge in the condensed consolidated statements of income. The remainder of an impairment is recognized in accumulated other comprehensive loss if the Company does not intend to sell the security and it is more likely than not that the Company will not be required to sell the security prior to recovery. Investments in available-for-sale debt securities are included as a component of digital assets and other investments at fair value in the condensed consolidated statements of financial condition.

Investments in Equity Securities with a Readily Determinable Fair Value

Minority investments in equity securities with a readily determinable fair value that are not accounted for under the equity method are remeasured to fair market value at the end of each reporting period through an adjustment to unrealized gain/(loss) included as a component of other income (loss), net in the condensed consolidated statements of income. These investments are included as a component of digital assets and other investments at fair value in the condensed consolidated statements of financial condition.

Other Equity Investments

The Company generally accounts for equity investments under the equity method of accounting when it has the ability to exercise significant influence over the entity’s operating and financial policies but does not have a controlling financial interest. For equity investments in corporations, the equity method applies only to investments in common stock or in-substance common stock.

For equity method investments, the Company records its estimated pro rata share of earnings or losses each reporting period as a component of other income (loss) in the condensed consolidated statements of income and records any dividends as a reduction of the investment balance. Equity method investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. If the estimated fair value of the investment is less than the carrying amount and management considers the decline in value to be other than temporary, the excess of the carrying amount over the estimated fair value is recognized in net income as an impairment in the period the impairment occurs.

For minority investments in equity securities without a readily determinable fair value that are not accounted for under the equity method, the Company applies the measurement alternative. Under the measurement alternative, these investments are measured at cost, less impairment, plus or minus observable price changes (in orderly transactions) of an identical or similar investment of the same issuer. On a quarterly basis, the Company performs a qualitative assessment to evaluate whether the equity investment is impaired and if the Company determines that the equity investment is impaired on the basis of a qualitative assessment, the Company will recognize an impairment loss in net income equal to the amount by which the investment’s carrying amount exceeds its fair value.

Equity method investments and investments in equity securities without a readily determinable fair value are included as a component of other assets in the condensed consolidated statements of financial condition.

Securities Sold Under Agreements to Repurchase

From time to time, the Company sells securities under agreements to repurchase in order to facilitate the clearance of securities. Securities sold under agreements to repurchase are treated as collateralized financings and are presented in the condensed consolidated statements of financial condition at the amounts of cash received. Receivables and payables arising from these agreements are not offset in the condensed consolidated statements of financial condition.

Leases

At lease commencement, a right-of-use asset and a lease liability are recognized for all leases with an initial term in excess of 12 months based on the initial present value of the fixed lease payments over the lease term. The lease right-of-use asset also reflects the present value of any initial direct costs, prepaid lease payments and lease incentives. The Company’s leases do not provide a readily determinable implicit discount rate. Therefore, management estimates the Company’s incremental borrowing rate used to discount the lease payments based on the information available at lease commencement. The Company includes the term covered by an option to extend a lease when the option is reasonably certain to be exercised. The Company has elected not to separate non-lease components from lease components for all leases. Significant assumptions and judgments in calculating the lease right-of-use assets and lease liabilities include the determination of the applicable borrowing rate for each lease. Operating lease expense is recognized on a straight-line basis over the lease term and included as a component of occupancy expense in the condensed consolidated statements of income.

The Company’s classification of revenues in the condensed consolidated statements of income primarily represents revenues from contracts with customers disaggregated by type of revenue. See Note 4 – Revenue for additional details regarding revenue types and the Company’s policies regarding revenue recognition.

Translation of Foreign Currency and Foreign Exchange Derivative Contracts

Revenues, expenses, assets and liabilities denominated in non-functional currencies are recorded in the appropriate functional currency for the legal entity at the rate of exchange prevailing at the transaction date. Monetary assets and liabilities that are denominated in non-functional currencies are then remeasured at the end of each reporting period at the exchange rate prevailing at the end of the reporting period. Foreign currency remeasurement gains or losses on monetary assets and liabilities in nonfunctional currencies are recognized in the condensed consolidated statements of income within general and administrative expenses. The realized and unrealized gains/losses totaled a loss of $0.4 million and a gain of $2.1 million during the three months ended September 30, 2026 and 2025, respectively, and a loss of $2.2 million and a gain of $4.7 million during the nine months ended September 30, 2026 and 2025, respectively. Since the condensed consolidated financial statements are presented in U.S. dollars, the Company also translates all non-U.S. dollar functional currency revenues, expenses, assets and liabilities into U.S. dollars. All non-U.S. dollar functional currency revenue and expense amounts are translated into U.S. dollars monthly at the average exchange rate for the month. All non-U.S. dollar functional currency assets and liabilities are translated at the rate prevailing at the end of the reporting period. Gains or losses on translation in the financial statements, when the functional currency is other than the U.S. dollar, are included as a component of other comprehensive income.

The Company enters into foreign currency forward contracts to mitigate its U.S. dollar and British pound sterling versus euro exposure, generally with a duration of less than 12 months. The Company’s foreign exchange derivative contracts are not designated as hedges for accounting purposes. Changes in the fair value during the period of foreign currency forward contracts, which were entered into for foreign exchange risk management purposes relating to operating activities, are recognized in the condensed consolidated statements of income within general and administrative expenses and related cash flows are included in cash flows from operating activities. The Company does not use derivative instruments for trading or speculative purposes. Realized and unrealized gains/losses on foreign currency forward contracts totaled a gain of $4.0 million and a loss of $1.8 million during the three months ended September 30, 2026 and 2025, respectively, and a gain of $14.2 million and a loss of $22.6 million during the nine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026 and December 31, 2025, the counterparty on each of the foreign exchange derivative contracts was an affiliate of LSEG and therefore the corresponding assets or liabilities on such contracts were included in receivable and due from related parties or payable and due to related parties, respectively, in the condensed consolidated statements of financial condition. See Note 10 – Fair Value of Financial Instruments and Other Assets for additional details on the Company’s derivative instruments.

Income Tax

The Corporation is subject to U.S. federal, state and local income taxes with respect to its taxable income, including its allocable share of any taxable income of TWM LLC, and is taxed at prevailing corporate tax rates. TWM LLC is a multiple member limited liability company taxed as a partnership and accordingly any taxable income generated by TWM LLC is passed through to and included in the taxable income of its members, including the Corporation. Income taxes also include unincorporated business taxes on income earned or losses incurred for conducting business in certain state and local jurisdictions, income taxes on income earned or losses incurred in foreign jurisdictions on certain operations and federal and state income taxes on income earned or losses incurred, both current and deferred, on subsidiaries that are taxed as corporations for U.S. tax purposes.

The Company records deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. The Company measures deferred taxes using the enacted tax rates and laws that will be in effect when such temporary differences are expected to reverse. The Company evaluates the need for valuation allowances based on the weight of positive and negative evidence. The Company records valuation allowances wherever management believes it is more likely than not that the Company will not be able to realize its deferred tax assets in the foreseeable future.

The Company records uncertain tax positions on the basis of a two-step process whereby (i) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority.

The Company recognizes interest and penalties related to income taxes within the provision for income taxes in the condensed consolidated statements of income. Accrued interest and penalties are included within accounts payable, accrued expenses and other liabilities in the condensed consolidated statements of financial condition.

The Company has elected to treat taxes due on future U.S. inclusions in taxable income under the global intangible low-taxed income (“GILTI”) provision of the Tax Cuts and Jobs Act of 2017 as a current period expense when incurred.

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 September 30, 2026 or December 31, 2025 or the Company’s condensed consolidated statements of income or cash flows for the three and nine months ended September 30, 2026. The Company will continue to evaluate the implications of this legislation on future periods.

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 September 30, 2026 or December 31, 2025 or the Company’s condensed consolidated statements of income or cash flows for the three and nine months ended September 30, 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 and nine months ended September 30, 2026 or 2025.

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 September 30, 2026 or December 31, 2025 or the Company’s condensed consolidated statements of income or cash flows for the three and nine months ended September 30, 2026 or 2025. The Company continues to monitor developments related to the global tax reform and is awaiting further legislative updates.

Stock-Based Compensation

The stock-based payments received by the employees of the Company are accounted for as equity awards. The Company measures and recognizes the cost of employee services received in exchange for awards of equity instruments based on their estimated fair values measured as of the grant date. These costs are recognized as an expense over the requisite service period, with an offsetting increase to additional paid-in capital. The grant-date fair value of stock-based awards that do not require future service (i.e., vested awards) are expensed immediately.

The grant-date fair value of stock-based awards with only time-based vesting requirements and stock-based awards that also vest based on the financial performance of the Company are determined based on the price of the Company’s Class A common stock on the grant date. For performance-based restricted stock units that vest based on the financial performance of the Company, the number of shares included in the stock-based compensation expense calculation each period is based on management’s estimate of the probable number of shares expected to be issued at settlement.

For performance-based restricted stock units that vest based on market conditions, the Company recognizes stock-based compensation expense based on the estimated grant-date fair value of the awards computed with the assistance of a valuation specialist using a Monte Carlo simulation on a binomial model. The significant assumptions used to estimate the fair value of the performance-based restricted stock units that vest based on market conditions are years of maturity, annualized volatility and the risk-free interest rate. The maturity period represents the period of time that the award granted was modeled into the future, the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the maturity period of the award and the expected volatility is based upon historical volatility of the Company’s Class A common stock. If the service condition applicable for such award is met, expense is recognized based on the grant-date fair value of the award even if the market condition is not achieved.

Forfeitures of stock-based awards related to service conditions not being met are recognized as they occur.

Prior to the IPO, the Company awarded options to management and other employees (collectively, the “Special Option Award”) under the Amended and Restated Tradeweb Markets Inc. Option Plan (the “Option Plan”). The non-cash stock-based compensation expense associated with the Special Option Award was expensed beginning in the second quarter of 2019 and ended during the first quarter of 2024 when all previously awarded options were fully vested.

Earnings Per Share

Basic and diluted earnings per share are computed in accordance with the two-class method as unvested or unsettled vested stock awards issued to certain retired or terminated employees are entitled to non-forfeitable dividend equivalent rights and are considered participating securities prior to being issued and outstanding shares of common stock. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Basic earnings per share is computed by dividing the net income attributable to the Company’s outstanding shares of Class A and Class B common stock by the weighted-average number of the Company’s shares outstanding during the period. For purposes of computing diluted earnings per share, the weighted-average number of the Company’s shares reflects the dilutive effect that could occur if all potentially dilutive securities were converted into or exchanged or exercised for the Company’s Class A or Class B common stock.

The dilutive effect of stock options and other stock-based payment awards is calculated using the treasury stock method, which assumes the proceeds from the exercise of these instruments are used to purchase shares of Class A common stock at the average market price for the period. The dilutive effect of LLC Interests held by non-controlling interests is evaluated under the if-converted method, where the securities are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period presented. Performance-based stock awards are considered contingently issuable shares and their dilutive effect is included in the denominator of the diluted earnings per share calculation for the entire period, if those shares would be issuable as of the end of the reporting period, assuming the end of the reporting period was also the end of the contingency period.

Shares of Class C and Class D common stock do not have economic rights in Tradeweb Markets Inc. and, therefore, are not included in the calculation of basic earnings per share.

Fair Value Measurement

Fair value represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). Financial instruments that the Company owns (long positions) are marked to bid prices, and instruments that the Company has sold, but not yet purchased (short positions) are marked to offer prices. Fair value measurements do not include transaction costs.

The fair value hierarchy under ASC 820, Fair Value Measurement(“ASC 820”), prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below.

Basis of Fair Value Measurement

An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

•Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

•Level 2: Quoted prices in markets that are not considered to be active or for which all significant inputs are observable, either directly or indirectly;

•Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

Recent Accounting Pronouncements

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which clarifies interim disclosure requirements and the applicability of Topic 270. The amendments in this ASU result in a comprehensive list of interim disclosures that are required by GAAP and include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that had a material impact on the entity. ASU 2025-11 also clarifies the types of interim reporting and the form and content of interim financial statements prepared in accordance with GAAP. ASU 2025-11 is effective for the Company’s interim reporting periods beginning on January 1, 2028. The guidance may be applied on a prospective or retrospective basis and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-11 on its interim consolidated financial statements.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”). ASU 2025-07 adds a new scope exception to derivative accounting guidance for non-exchange traded contracts with underlyings based on operations or activities specific to one of the parties to the contract. However, this scope exception does not apply to (1) variables based on a market rate, market price or market index, (2) variables based on the price or performance (including default) of a financial asset or financial liability of one of the parties to the contract, (3) contracts (or features) involving the issuer’s own equity and (4) call and put options on debt instruments. The ASU also clarifies that an entity should apply the guidance from revenue from contracts with customers, including the non-cash consideration guidance therein, to a contract with share-based non-cash consideration from a customer for the transfer of goods or services unless and until the entity’s right to receive or retain the share-based non-cash consideration is unconditional. ASU 2025-07 is effective for the Company’s interim and annual reporting periods beginning on January 1, 2027. The guidance may be applied on a prospective or modified retrospective basis and early adoption is permitted. During the second quarter of 2026, the Company early adopted ASU 2025-07 on a prospective basis to new contracts entered into on or after January 1, 2026. The adoption of ASU 2025-07 did not have a material impact on the Company’s consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which amends certain aspects of the accounting for and disclosure of internal-use software development costs. To address that software is not always developed in a linear manner, ASU 2025-06 removes the previous references to project development stages and enhances the guidance on how to evaluate whether the probable-to-complete recognition threshold has been met. ASU 2025-06 is effective for the Company’s interim and annual reporting periods beginning on January 1, 2028. The guidance may be applied on a prospective, retrospective or modified prospective transition basis and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-06 on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 introduces a practical expedient for measuring expected credit losses that permits entities to assume that current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and current contract assets arising from revenue from contracts with customers. On January 1, 2026, the Company adopted ASU 2025-05 on a prospective basis. The adoption of ASU 2025-05 did not have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires the disaggregation of certain costs and expenses in the notes to the financial statements to provide enhanced transparency into the expense captions presented on the face of the income statement. ASU 2024-03 is effective for the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2027 and for interim periods beginning in 2028. The guidance may be applied on a prospective or retrospective basis and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements.

3. Restricted Cash

Cash has been segregated in a special reserve bank account for the benefit of brokers and dealers under SEC Rule 15c3-3. The Company computes the proprietary accounts of broker-dealers (“PAB”) reserve, which requires the Company to maintain minimum segregated cash in the amount of excess total credits per the reserve computation. As of both September 30, 2026 and December 31, 2025, cash in the amount of $1.0 million, has been segregated in the PAB reserve account, exceeding the requirements pursuant to SEC Rule 15c3-3.

4. Revenue

The Company enters into contracts with its clients to provide a stand-ready connection to its electronic marketplaces, which facilitates the execution of trades by its clients. The access to the Company’s electronic marketplaces includes market data, continuous pricing data refreshes and the processing and reporting of trades thereon, which are highly interrelated services. The stand-ready connection to the electronic marketplaces is considered a single performance obligation satisfied over time as the client simultaneously receives and consumes the benefit from the Company’s performance as access is provided. This performance obligation constitutes a series of services that are substantially the same in nature and are provided over time using the same measure of progress.

For its services, the Company may earn subscription fees for granting access to its electronic marketplaces. Subscription fees, which are generally fixed fees, are recognized as revenue on a monthly basis, in the period that access is provided. The frequency of subscription fee billings varies from monthly to annually, depending on contract terms.

The Company also earns transaction fees and/or commissions from transactions executed on the Company’s electronic marketplaces, including the basis point commissions earned on the monthly average daily balance (“ADB”) of money market fund investments made through its ICD Portal, and commission revenue from its 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.

Transaction fees and commissions are generated both on a variable and fixed price basis and vary by geographic region, product type and trade size. Fixed monthly transaction fees and commissions, or monthly transaction fees and commission minimums, are earned on a monthly basis in the period the stand-ready trading services are provided and are generally billed monthly. For variable transaction fees and commissions, the Company charges its clients amounts calculated based on the mix of products traded and the volume of transactions executed. Variable transaction fee and commission revenue associated with a particular trade is recognized and recorded on a trade-date basis when the individual trade occurs and is generally billed when the trade settles or is billed monthly. Variable commission revenue based upon a client’s ADB invested in money market funds during a calendar month is recorded monthly and the rates billed may vary by money market fund and by the total level of funds invested. Variable discounts or rebates on transaction fees and commissions are earned and applied monthly or quarterly, are generally resolved within the same reporting period and are recorded as a reduction to revenue in the period the relevant trades occur.

The Company also earns fees from an affiliate of LSEG relating to the sale of market data to LSEG, which distributes that data. Included in these fees, which are billed quarterly, are real-time market data fees which are recognized monthly on a straight-line basis, as LSEG receives and consumes the benefit evenly over the contract period, as the data is provided. Also included in these fees are fees for historical data sets, which are recognized when the historical data set is provided to LSEG.

Significant judgments used in accounting for the Company’s market data agreement with LSEG include the following determinations:

•The provision of real-time market data feeds and historical data sets are distinct performance obligations.

•The performance obligations under this contract are recognized over time from the initial delivery of the data feeds until the end of the contract term or at a point in time upon delivery of each historical data set.

•The transaction prices for the performance obligations were determined by using an adjusted market assessment analysis. Inputs in this analysis included publicly available price lists for data sets provided by other companies, planned internal pricing strategies and other market data points and adjustments obtained through consultations with market data industry experts regarding estimating a standalone selling price for each performance obligation.

The Company also earns revenue for performing services as a Super Validator and Validator on the Canton Network, (collectively, “Validator Revenue”), included as a component ofother revenue in the condensed consolidated statements of income. As a Super Validator and Validator, the Company verifies network transactions and contributes to the consensus mechanism of the network. For these services, the Company earns 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, the amount of time that the Company’s nodes are active during any given minting cycle (with new rounds beginning at regular 10 minute intervals throughout each day) in comparison to other network participants, the network designated weight of each of the Company’s validators and, beginning in the second quarter of 2026, the Company’s elected tier within the long-term locking commitment framework for Super Validators. Since the Canton Network is not an entity, it may not meet the definition of a customer in accordance with ASC 606, Revenue From Contracts with Customers(“ASC 606”). As a result, the Company has determined that, in the absence of a contract with a customer, it applies ASC 606, ‘by analogy’ to its Validator Revenue, considering the Canton Network’s protocol as a contract-like arrangement. Each block creation or validation round is considered a separate performance obligation and the Validator Revenue is recognized at the point in time when the validation round is complete and the Canton Coins are transferred into the Company’s digital wallet at the end of the round. 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.

Some revenues earned by the Company have fixed fee components, such as monthly minimums or fixed monthly fees, and variable components, such as transaction-based fees and commissions. The breakdown of revenues between fixed and variable revenues for the three and nine months ended September 30, 2026 and 2025 is as follows:

(1)Amounts include Validator Revenue totaling $1.4 million and $2.3 million for the three months ended September 30, 2026 and 2025, respectively. The Company applies ASC 606 by analogy to its Validator Revenue.

(1)Amounts include Validator Revenue totaling $6.8 million and $4.4 million for the nine months ended September 30, 2026 and 2025, respectively. The Company applies ASC 606 by analogy to its Validator Revenue.

Deferred Revenue

Fees received by the Company which are not yet earned are included in deferred revenue in the condensed consolidated statements of financial condition until the revenue recognition criteria have been met. The revenue recognized and the remaining deferred revenue balances are shown below:

During the nine months ended September 30, 2026, the Company recognized into revenue $27.4 million in deferred revenue that was deferred as of December 31, 2025. During the nine months ended September 30, 2025, the Company recognized into revenue $29.9 million in deferred revenue that was deferred as of December 31, 2024.

5. Income Taxes

The Corporation is subject to U.S. federal, state and local income taxes with respect to its taxable income, including its allocable share of any taxable income of TWM LLC, and is taxed at prevailing corporate tax rates. The Company’s actual effective tax rate is impacted by the Corporation’s ownership share of TWM LLC, which will continue to increase as Continuing LLC Owners that continue to hold LLC Interests redeem or exchange their LLC Interests for shares of Class A common stock or Class B common stock, as applicable, or the Corporation purchases LLC Interests from such Continuing LLC Owners. The Company’s consolidated effective tax rate also varies from period to period depending on changes in the mix of earnings, tax legislation and tax rates in various jurisdictions. The Company’s provision for income taxes includes U.S., federal, state, local and foreign taxes.

The Company’s effective tax rate for the three months ended September 30, 2026 and 2025 was approximately 22.4% and 21.9%, respectively. The effective tax rate for the three months ended September 30, 2026 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign taxes and the disallowance of compensation expense tax deductions, partially offset by the effect of non-controlling interests, the Foreign-Derived Deduction Eligible Income (“FDDEI”) deduction and a return-to-provision adjustment. The effective tax rate for the three months ended September 30, 2025 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign taxes and the disallowance of compensation expense tax deductions, partially offset by the effect of non-controlling interests, the dividends received deduction and the FDDEI deduction.

The Company’s effective tax rate for the nine months ended September 30, 2026 and 2025 was approximately 23.0% and 22.8%, respectively. The effective tax rate for the nine months ended September 30, 2026 differed from the U.S. federal statutory rate of 21.0% primarily due to state, local and foreign taxes and the disallowance of compensation expense tax deductions, partially offset by the effect of non-controlling interests, the FDDEI deduction and a return-to-provision adjustment. 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, the dividends received deduction and the FDDEI deduction.

The Company has obtained, and expects to obtain, an increase in its share of the tax basis of the assets of TWM LLC when LLC Interests are redeemed or exchanged by Continuing LLC Owners and in connection with certain other qualifying transactions. This increase in tax basis has had, and may in the future have, the effect of reducing the amounts that the Corporation would otherwise pay in the future to various tax authorities. Pursuant to the Tax Receivable Agreement, the Corporation is required to make cash payments to the Continuing LLC Owners equal to 50% of the amount of U.S. federal, state and local income or franchise tax savings, if any, that the Corporation actually realizes (or in some circumstances are deemed to realize) as a result of certain future tax benefits to which the Corporation may become entitled. The Corporation expects to benefit from the remaining 50% of tax benefits, if any, that the Corporation may actually realize. See Note 6 – Tax Receivable Agreement for further details. The tax benefit has been recognized in deferred tax assets in the condensed consolidated statements of financial condition.

6. Tax Receivable Agreement

In connection with the Reorganization Transactions, the Corporation entered into a tax receivable agreement (the “Tax Receivable Agreement”) with TWM LLC and the Continuing LLC Owners, which provides for the payment by the Corporation to a Continuing LLC Owner of 50% of the amount of U.S. federal, state and local income or franchise tax savings, if any, that the Corporation actually realizes (or in some circumstances is deemed to realize) as a result of (i) increases in the tax basis of TWM LLC’s assets resulting from (a) the purchase of LLC Interests from such Continuing LLC Owner, including with the net proceeds from the IPO and any subsequent offerings or (b) redemptions or exchanges by such Continuing LLC Owner of LLC Interests for shares of Class A common stock or Class B common stock or for cash, as applicable, and (ii) certain other tax benefits related to the Corporation making payments under the Tax Receivable Agreement. Payments under the Tax Receivable Agreement are due within 150 days after the filing of the tax return based on the actual tax savings realized by the Corporation, and estimated payments may be made in advance. The first payment of the Tax Receivable Agreement was made in January 2021. Substantially all payments due under the Tax Receivable Agreement are payable over fifteen years following the purchase of LLC Interests from Continuing LLC Owners or redemption or exchanges by Continuing LLC Owners of LLC Interests.

The Corporation accounts for the income tax effects resulting from taxable redemptions or exchanges of LLC Interests by Continuing LLC Owners for shares of Class A common stock or Class B common stock or cash, as the case may be, and purchases by the Corporation of LLC Interests from Continuing LLC Owners by recognizing an increase in deferred tax assets, based on enacted tax rates at the date of each redemption, exchange, or purchase, as the case may be. Further, the Corporation evaluates the likelihood that it will realize the benefit represented by the deferred tax asset, and, to the extent that the Corporation estimates that it is more likely than not that it will not realize the benefit, it reduces the carrying amount of the deferred tax asset with a valuation allowance.

The impact of any changes in the total projected obligations recorded under the Tax Receivable Agreement as a result of actual changes in the mix of the Company’s earnings, tax legislation and tax rates in various jurisdictions, or other factors that may impact the Corporation’s actual tax savings realized, are reflected in income before taxes in the condensed consolidated statements of income in the period in which the change occurs. As of September 30, 2026 and December 31, 2025, the tax receivable agreement liability in the condensed consolidated statements of financial condition totaled $317.5 million and $336.5 million, respectively. During each of the three and nine months ended September 30, 2026 and 2025, no tax receivable agreement liability adjustment was recognized in the condensed consolidated statements of income.

7. Non-Controlling Interests

In connection with the Reorganization Transactions, Tradeweb Markets Inc. became the sole manager of TWM LLC and, as a result of this control, and because Tradeweb Markets Inc. has a substantial financial interest in TWM LLC, consolidates the financial results of TWM LLC into its condensed consolidated financial statements. The non-controlling interests balance reported in the condensed consolidated statements of financial condition represents the economic interests of TWM LLC held by Continuing LLC Owners. Income or loss is attributed to the non-controlling interests based on the relative ownership percentages of LLC Interests held during the period by Tradeweb Markets Inc. and the Continuing LLC Owners.

The following table summarizes the ownership interest in Tradeweb Markets LLC:

LLC Interests held by the Continuing LLC Owners are redeemable in accordance with the TWM LLC Agreement, at the election of such holders, for shares of Class A common stock or Class B common stock, as applicable, on aone-for-one basis or, at the Company’s option, a cash payment in accordance with the terms of the TWM LLC Agreement.

The following table summarizes the impact on Tradeweb Markets Inc.’s equity due to changes in the Corporation’s ownership interest in TWM LLC:

8. Stockholders’ Equity and Stock-Based Compensation Plans

The rights and privileges of the Company’s stockholders’ equity and LLC Interests are described in the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and there have been no changes to those rights and privileges during the nine months ended September 30, 2026.

Common Stock

The following table details the movement in the Company’s outstanding shares of common stock during the period:

Stock-Based Compensation Plans

Under the Tradeweb Markets Inc. 2019 Omnibus Equity Incentive Plan, the Company is authorized to issue up to 8,841,864 new shares of Class A common stock to employees, officers and non-employee directors. Under this plan, the Company may grant awards in respect of shares of Class A common stock, including restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) with only time-based vesting conditions, performance-based restricted stock units with both time and performance-based vesting conditions, stock options and dividend equivalent rights. The Company refers to performance-based restricted stock units that vest based on the financial performance of the Company as “PRSUs” and performance-based restricted stock units that vest based on market conditions, such as total shareholder return, as “PSUs”. RSUs, PRSUs and PSUs each represent promises to issue actual shares of Class A common stock at the end of a vesting period. RSAs were issued shares of restricted Class A common stock that were released to an employee on August 1, 2026, at the end of atwo-year vesting period. Stock options have a maximum contractual term of 10 years.

During the three months ended September 30, 2026, the Company granted 4,828 RSUs at a weighted-average grant-date fair value per share of $100.41. No PRSUs or PSUs were granted during the three months ended September 30, 2026. During the nine months ended September 30, 2026, the Company granted 474,482 RSUs,230,632 PRSUs and 113,428 PSUs at a weighted-average grant-date fair value per share of $123.29, $124.42 and $175.62, respectively.

RSU awards granted to employees will generally vest one-third each year over athree-year period, RSU awards granted to non-employee directors will generally vest afterone year and RSAs vest at the end of atwo-year period.

PRSUs generally cliff vest on January 1 of the third calendar year from the calendar year of the date of grant and the number of shares a participant will receive upon vesting is determined by a performance modifier, which is adjusted as a result of the financial performance of the Company. For PRSU awards granted during 2024 and thereafter, the financial performance of the Company will be determined based on the compound annual growth rate over athree-year performance period beginning on January 1 in the year of grant. For all PRSU awards granted, the performance modifier can vary between 0% (minimum) and 250% (maximum) of the target (100%) award amount.

PSUs cliff vest on January 1 of the third calendar year from the calendar year of the date of grant and the number of shares a participant will receive upon vesting is determined by a performance modifier, which is adjusted as a result of the Company’s total shareholder return over athree-year performance period. The performance modifier for PSUs can vary between 0% (minimum) and 250% (maximum) of the target (100%) award amount. The grant date fair value of PSUs granted in March 2026 and 2025 was estimated using the Monte Carlo simulation model and the significant valuation assumptions used in those models were as follows:

A summary of the Company’s total stock-based compensation expense is presented below:

The stock-based compensation expense above excludes $1.0 million and $0.7 million of stock-based compensation expense capitalized to software development costs during the three months ended September 30, 2026 and 2025, respectively, and $2.8 million and $2.0 million during the nine months ended September 30, 2026 and 2025, respectively.

Share Repurchase Programs

The Company’s board of directors has authorized share repurchase programs from time to time, which authorize the repurchase of shares of the Company’s Class A common stock to offset annual dilution from stock-based compensation plans, as well as to opportunistically repurchase the Company’s Class A common stock. Pursuant to these share repurchase programs, the Company may make repurchases in the open market, through privately negotiated transactions, through accelerated repurchase programs (including through the use of derivatives), pursuant to Rule 10b5-1 plans or through enhanced open-market repurchases (eOMR). Any share repurchases are conducted in compliance with applicable legal requirements and the manner, timing and amount of any repurchases are based on an evaluation of market conditions, stock price and other factors. The Company’s share repurchase programs do not require the Company to acquire a specific number of shares, have no termination date and may be suspended, amended or discontinued at any time. The excess of the repurchase price paid over the par value of the Class A common stock, including any excise tax payable on such share repurchase, is recorded as a reduction to retained earnings.

On December 5, 2022, the board of directors authorized a share repurchase program for the purchase of up to$300.0 million of the Company’s Class A common stock (the “2022 Share Repurchase Program”), after completing in October 2022, the $150.0 million of total repurchases of the Company’s Class A common stock authorized under its previous share repurchase program.

On February 5, 2026, the board of directors authorized a new share repurchase program for the purchase of up to $500.0 million of the Company’s Class A common stock (the “2026 Share Repurchase Program”), which became available beginning in May 2026, after completing the $300.0 million of total repurchases of the Company’s Class A common stock authorized under the 2022 Share Repurchase Program.

During the three and nine months ended September 30, 2026, the Company acquired a total of 2,020,555 and 4,411,484 shares, respectively, of Class A common stock at an average price of $103.83 and $101.88, respectively, for purchases totaling $209.8 million and $449.5 million, respectively, pursuant to the Company’s share repurchase programs. As of September 30, 2026, $124.5 million remained available for repurchase pursuant to the 2026 Share Repurchase Program.

During the three and nine months ended September 30, 2026, the Company incurred $2.1 million and $3.5 million, respectively, in excise tax associated with share repurchases during the period. There wereno share repurchases during the three or nine months ended September 30, 2025.

Other Share Repurchases

During the three months ended September 30, 2026 and 2025, the Company withheld 8,976 and 8,630 shares, respectively, of Class A common stock from employee stock option, PRSU, PSU and RSU awards, at an average price per share of $100.61 and $141.05, respectively, and an aggregate value of approximately $0.9 million and $1.2 million, respectively, based on the price of the Class A common stock on the date the relevant withholding occurred. During the nine months ended September 30, 2026 and 2025, the Company withheld 775,605 and 355,158 shares, respectively, of Class A common stock from employee stock option, PRSU, PSU and RSU awards, at an average price per share of $110.92 and $137.55, respectively, and an aggregate value of $86.0 million and $48.9 million, respectively, based on the price of the Class A common stock on the date the relevant withholding occurred. These shares are withheld in order for the Company to cover the employee payroll tax withholding obligations upon the exercise of stock options and settlement of PRSUs, PSUs and RSUs and such shares were not withheld in connection with the share repurchase programs discussed above.

9. Related Party Transactions

From time to time, the Company enters into transactions with its related parties which are considered to be related party transactions. As of September 30, 2026 and December 31, 2025, the following balances relating to transactions with such related parties were included in the condensed consolidated statements of financial condition in the following line items:

(1)As of September 30, 2026 and December 31, 2025, other assets included an equity method investment of $3.0 million and $4.5 million, respectively, representing a 50% equity interest in iAltA Capital Markets, LLC (“iAltA Capital”), in which an entity affiliated with a member of the Company’s board of directors is the other 50% investor (“iAltA Holdings”) and the Company’s director is also the Chief Executive Officer of both iAltA Capital and iAltA Holdings. As of September 30, 2026, other assets also included other equity investments totaling $40.2 million, through which the Company is able to exert significant influence over the investee’s operating and financial policies and are therefore also considered related parties.

The following amounts relating to transactions with such related parties were included in the condensed consolidated statements of income in the following line items:

(1)The Company maintains a market data license agreement with an affiliate of LSEG. Under the agreement, the Company delivers to LSEG certain market data feeds which LSEG distributes to its customers. The Company earns license fees and royalties for these feeds.

(2)The Company maintains agreements with LSEG to provide the Company with certain market data, office space, finance, human resources and other administrative services.

(3)The Company maintains a shared services agreement with iAltA Capital, through which the Company receives a reimbursement for employee compensation and benefits costs incurred related to work performed by the Company’s employees on behalf of iAltA Capital.

(4)Represents the Company’s estimated pro rata share of losses from its equity method investments in iAltA Capital (50% equity ownership) and MAXEX, LLC (“MAXEX”) (9% equity ownership).

In addition to the above, the Company also periodically does business with certain entities with which its directors are affiliated. During the three and nine months ended September 30, 2026 and 2025, such transactions have not had, and are not currently expected to have, a material impact on the Company’s condensed consolidated financial statements.

10. Fair Value of Financial Instruments and Other Assets

Financial Instruments and Other Assets Measured at Fair Value

The Company’s financial instruments and other assets measured at fair value in the condensed consolidated statements of financial condition as of September 30, 2026 and December 31, 2025 have been categorized based upon the fair value hierarchy as follows:

(1)Included as a component of digital assets and other investments at fair value in the condensed consolidated statements of financial condition.

Cash Equivalents

The Company’s cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.

Investment in Securitize

In April 2024, the Company made a strategic investment in a convertible note issued by Securitize, Inc. (“Securitize”) with a principal amount and original amortized cost basis of $10.0 million. The investment was made as part of the Company’s broader initiative to support the digitization of capital markets through the adoption of blockchain technology. The convertible note accrued interest at a rate of 5% per annum, compounded annually, and was scheduled to mature on the earliest to occur of January 19, 2027, an event of default or a change in control as each term was defined in the convertible note. On July 1, 2026, Securitize completed a business combination through which it became a publicly-listed company (the “Merger Transaction”), and which triggered the conversion of the convertible note and accrued interest, and resulted in the Company receiving 2.9 million shares of common stock in the post-merger public company Securitize Corp. (ticker symbol “SECZ”) and a contingent right to receive up to 0.1 million additional shares of SECZ common stock based on the performance of SECZ common stock over thefive-year period following the closing of the Merger Transaction. The Company’s shares of SECZ common stock are subject to a lock-up agreement with certain restrictions on the Company’s ability to transfer, dispose or otherwise transact through December 2026, subject to certain exceptions.

Prior to conversion, the convertible note was accounted for as an available-for-sale debt security and the convertible note and accrued interest was included within digital assets and other investments at fair value in the condensed consolidated statements of financial condition at a fair value of $38.6 million and $24.9 million as of June 30, 2026 and December 31, 2025, respectively. The convertible note, including accrued interest, had an amortized cost basis of $11.1 million and $10.9 millionas of June 30, 2026 and December 31, 2025, respectively. There wereno credit losses recorded on the convertible note during each of the three and nine months ended September 30, 2026 and 2025.

Upon the July 1, 2026 conversion, the Company derecognized the $38.6 million convertible note, recorded an investment in the 2.9 million shares of SECZ common stock and the $20.8 million accumulated other comprehensive income balance was reclassified into earnings, including $27.5 million of unrealized gains, included as a component of other income, and $6.7 million of deferred tax expense, during both the three and nine months ended September 30, 2026.

The Company’s investment in shares of SECZ common stock is accounted for as an investment in an equity security with a readily determinable fair value, included as a component of digital assets and other investments at fair value in the condensed consolidated financial statements. As of September 30, 2026, the Company’s investment in Securitize had a fair value of $43.7 million. During both the three and nine months ended September 30, 2026, the Company recognized an unrealized gain totaling $5.0 million, included as a component of other income (loss), net in the condensed consolidated statements of income, related to changes in the fair value of the Company’s investment in Securitize subsequent to its conversion. The publicly traded shares of SECZ common stock are classified within Level 1 of the fair value hierarchy as of September 30, 2026.

During the three and nine months ended September 30, 2026 and 2025, the Company recorded unrealized gains ofnone, $5.9 million, $13.5 million and $9.5 million, respectively, as a component of other comprehensive income related to an increase in fair value of the convertible note prior to conversion.

Canton Coins

The Canton Network’s Global Synchronizer includes a utility token, which is a digital asset called the Canton Coin. Beginning in the third quarter of 2024, the Company began earning and continues to earn Canton Coins for its function as a Super Validator and Validator on the Global Synchronizer, and then generally holds the Canton Coins on its balance sheet for investment purposes and may use Canton Coins to pay fees associated with its own Canton Network activity. During the second quarter of 2026, the Canton Network implemented a long-term locking and commitment framework for Super Validators (the “Locking Commitment”) designed to align Super Validator incentives with the long-term success of the Canton Network and create visible, on-chain commitment of the Super Validators to the Canton Network. To continue earning Canton Coins for its function as a Super Validator, the Locking Commitment requires Super Validators, including the Company, to lock a defined percentage of its aggregate lifetime Canton Coins earned for its function as a Super Validator (the “Lifetime Super Validator Coins”). Beginning in the second quarter of 2026, the amount of Super Validator weight assigned to the Company is based in part on the tiered percentage Locking Commitment elected by the Company. The Locking Commitment percentages step down over time and are scheduled to end in mid-2029. While Canton Coins are locked, they may not be transferred to third parties and once an election to unlock is made, 1/365 of the requested unlock amount becomes liquid each day (the “Canton Coin Lockup Restrictions”). As of September 30, 2026, the Company has elected Tier 1 of the Locking Commitment framework which allows it to retain 100% of its current Super Validator weight, and, as a result, 70% of its Lifetime Super Validator Coins are subject to the Canton Coin Lockup Restrictions.

During the three and nine months ended September 30, 2026 and 2025, the Company recognized $1.4 million, $2.3 million, $6.8 million and $4.4 million, respectively, in other revenue relating to Canton Coins earned in exchange for providing services as a Super Validator and Validator on the Canton Network.

The following table presents the Company’s Canton Coin holdings as of September 30, 2026 and December 31, 2025:

(1)As of September 30, 2026, the Company was restricted from transferring to third parties a total of 1.3 billion of its Canton Coins valued at $163.7 million as a result of its election under the Canton Coin Lockup Restrictions described above, which could affect the Company’s ability to sell these assets, including during periods of price volatility or reduced liquidity. The Company had no restrictions on its ability to transfer any of its Canton Coins as of December 31, 2025.

In November 2025, the Canton Coin began spot trading across several global digital asset exchanges and therefore its valuation was transferred from Level 3 to Level 1 of the fair value hierarchy as a result of the increase in observable pricing available from active markets. As of September 30, 2026 and December 31, 2025, the Company’s Canton Coin holdings were measured at fair value using quoted prices from the Company’s principal market for the sale of Canton Coins at the time of measurement.

During the three and nine months ended September 30, 2025, the Company sold a portion of its Canton Coin holdings for cash proceeds totaling $15.0 million and recognized a realized gain on the sale totaling $14.9 million, included as a component of other income (loss), net in the condensed consolidated statements of income. There were no material realized gains or losses recorded on the disposition of Canton Coins during the three or nine months ended September 30, 2026.

Total unrealized gains/losses on Canton Coins total an unrealized loss of $24.0 million and an unrealized gain of $28.3 million during three months ended September 30, 2026 and 2025, respectively, and an unrealized loss of $42.0 million and an unrealized gain of $50.6 million, during the nine months ended September 30, 2026 and 2025, respectively, included as a component of other income (loss), net in the condensed consolidated statements of income.

Investment in Canton Strategic Holdings

In November 2025, the Company exchanged approximately 161 million Canton Coins for 8.1 million pre-funded warrants (“PFWs”), which upon exercise, entitle the Company the right to receive an equivalent number of shares of common stock of Canton Strategic Holdings, Inc. (formerly known as Tharimmune, Inc.) (“CNTN”). The exercisability of the PFWs was contingent on the approval of CNTN’s shareholders and if shareholder approval was not obtained by May 13, 2026, the PFWs would have been terminated and the Company would have been entitled to the receipt of the 161 million Canton Coins originally pre-funded. On the date of the exchange, both the 161 million Canton Coins and the 8.1 million PFWs were valued at approximately $25.0 million.

Until the approval of CNTN’s shareholders was obtained, the PFWs were accounted for as a digital asset loan receivable. On the November 2025 date of exchange, the Company derecognized the 161 million Canton Coins, recognized a $24.9 million realized gain on the transfer of the Canton Coins during the fourth quarter of 2025 and recorded a $25.0 million digital asset loan receivable, included as a component of digital assets and other investments at fair value in the condensed consolidated statements of financial condition as of December 31, 2025. Until shareholder approval was obtained, the digital asset loan receivable was remeasured on a recurring basis to the fair market value of the Canton Coins, through an adjustment to unrealized gain/(loss), included as a component of other income (loss), net in the condensed consolidated statements of income. As of December 31, 2025, the digital asset loan receivable was classified within Level 2 of the fair value hierarchy. Its carrying value was determined based on the fair value of the Canton Coin, as adjusted for an allowance for credit loss. As of December 31, 2025, the fair value of the Canton Coin was an observable valuation input.

On January 30, 2026, CNTN’s shareholders approved the issuance of the PFWs and the Company derecognized the digital asset loan receivable which had a carrying value as of December 31, 2025 totaling $24.4 million, including the reversal of the allowance for credit loss of $0.2 million and previously unrealized losses totaling $0.4 million, recorded a $39.8 million investment in the PFWs and recognized a $14.8 million realized gain, included as a component of other income (loss), net in the condensed consolidated statements of income.

During the three and nine months ended September 30, 2026, the Company exercised none and 3.0 million of its PFWs into an equivalent number of shares of CNTN common stock.

Subsequent to the January 30, 2026 approval of CNTN’s shareholders, the PFWs and any shares of CNTN common stock held are both accounted for as an equity security with a readily determinable fair value and included as a component of digital assets and other investments at fair value in the condensed consolidated statements of financial condition. The publicly traded shares of CNTN common stock are classified within Level 1 of the fair value hierarchy while the PFWs are measured at fair value based on the quoted public share price of CNTN common stock and are therefore classified within Level 2 of the fair value hierarchy as of September 30, 2026. During the three and nine months ended September 30, 2026, the Company recognized unrealized losses totaling $3.6 million and $20.4 million, respectively, related to changes in the fair value of the PFWs and shares of CNTN common stock, included as a component of other income (loss), net in the condensed consolidated statements of income.

As of September 30, 2026, the PFWs are not able to be sold or transferred by the Company.

Level 3 Roll Forward

The following table presents a summary of the changes in fair value for Level 3 assets during thethree months ended September 30, 2025 and nine months ended September 30, 2026 and 2025. There were no Level 3 assets held and no activity during the three months ended September 30, 2026.

(1)Transfers between levels of the fair value hierarchy occur when there are changes in the observability of significant valuation inputs and/or the significance of valuation inputs and are reported at the beginning of the reporting period in which they occur. During the second quarter of 2026, the Company’s investment in the Securitize convertible note was reclassified from Level 3 to Level 2 of the fair value hierarchy as the valuation as of June 30, 2026 was based primarily on observable inputs from a comparable security. Previously, the convertible note was valued based on a probability-weighted expected return model that required assumptions that were both significant and unobservable.

During the three and nine months ended September 30, 2025, the Company recognized unrealized gains relating to Level 3 assets held at September 30, 2025 totaling $29.8 million and $50.6 million, respectively, included as a component of other income (loss), net in the condensed consolidated statements of income and $5.9 million and $9.5 million, respectively, included as a component of other comprehensive income in the condensed consolidated statements of comprehensive income.

Foreign Exchange Derivative Contracts

The Company enters into foreign currency forward contracts to mitigate its U.S. dollar and British pound sterling versus euro exposure, generally with a duration of less than 12 months. The valuations for the Company’s foreign currency forward contracts are primarily based on the difference between the exchange rate associated with the contract and the exchange rate at the current period end for the tenor of the contract. Foreign currency forward contracts are categorized as Level 2 in the fair value hierarchy. As of September 30, 2026 and December 31, 2025, the counterparty on each of these foreign exchange derivative contracts was an affiliate of LSEG and therefore the corresponding assets or liabilities on such contracts were included inreceivable and due from related parties or payable and due to related parties, respectively, in the condensed consolidated statements of financial condition.

The following table summarizes the aggregate U.S. dollar equivalent notional amount of the Company’sforeign exchange derivative contracts not designated as hedges for accounting purposes:

The Company’sforeign exchange derivative contracts are not designated as hedges for accounting purposes and changes in the fair value of these contracts during the period are recognized in the condensed consolidated statements of income. The total realized and unrealized gains (losses) onforeign exchange derivative contracts recorded within the condensed consolidated statements of income are as follows:

Financial Instruments Not Measured at Fair Value

The Company’s financial instruments not measured at fair value in the condensed consolidated statements of financial condition as of September 30, 2026 and December 31, 2025 have been categorized based upon the fair value hierarchy as follows:

The carrying value of financial instruments not measured at fair value classified within Level 1 or Level 2 of the fair value hierarchy approximates fair value because of the relatively short term nature of the underlying assets or liabilities. The memberships in clearing organizations, which are included in other assets in the condensed consolidated statements of financial condition, are classified within Level 3 of the fair value hierarchy because the valuation requires assumptions that are both significant and unobservable.

Non-recurring Fair Value Measurements

The Company measures certain assets and liabilities at fair value on a non-recurring basis, such as assets acquired in a business combination, intangible assets, equity method investments and equity investments without readily determinable fair values for which the measurement alternative has been elected.

As of September 30, 2026 and December 31, 2025, the Company held equity method investments totaling $23.1 million and $4.5 million, respectively, included as a component of other assets in the condensed consolidated statements of financial condition. As of both September 30, 2026 and December 31, 2025, the Company also had $5.0 million in unfunded capital commitments related to its equity method investments. During the three and nine months ended September 30, 2026, the Company recognized an equity pickup loss of $0.6 million and $1.5 million, respectively, included in other income (loss), net in the condensed consolidated statements of income, relating to its pro rata share of operating performance of its equity method investments. No income or loss from equity method investments was recognized during the three or nine months ended September 30, 2025. There wereno impairments recorded on equity method investments during the three or nine months ended September 30, 2026 and 2025.

As of September 30, 2026 and December 31, 2025, the Company held minority equity investments in various companies without readily determinable fair values totaling $142.6 million and $44.8 million, respectively, included as a component of other assets in the condensed consolidated statements of financial condition.

During the three and nine months ended September 30, 2026, and as of September 2026 and May 2026, the Company recorded unrealized gains totaling $14.4 million and $41.0 million, respectively, on its minority equity investments based on the price from observable transactions of similar investments of the same issuers. The unrealized gains are included in other income (loss) in the consolidated statements of income. There wereno impairments on minority equity investments during the three or nine months ended September 30, 2026.

During the three and nine months ended September 30, 2025, the Company recorded impairments totaling $3.8 million and $9.2 million, respectively, on its minority equity investments, as the investments’ carrying amounts exceeded their fair values. The investment impairments are included in other income (loss) in the condensed consolidated statements of income. Of these, impairments of $3.3 million and $5.4 million were recorded during the nine months ended September 30, 2025 based on the respective investment’s fair value as of September 30, 2025 and June 30, 2025, respectively, determined using a discounted cash flow model, using primarily Level 3 inputs. Significant unobservable inputs for these investments included discount rates ranging from 13.5% to 25.0% (weighted average:16.9%) and perpetual growth rates ranging from 2.0% to 3.0% (weighted average:2.3%), weighted based on the relative fair value of the investment. In September 2025, the Company also determined one of its investments was not likely recoverable and the investment balance was reduced tozero, resulting in the additional $0.5 million impairment recorded during the three and nine months ended September 30, 2025.

Cumulative impairments on minority equity investments held as of September 30, 2026 totaled $22.7 million. Cumulative unrealized gains on minority equity investments held as of September 30, 2026 totaled $45.3 million.

The Company’s investments are subject to general contractual sale restrictions that may prohibit the transfer or sale of the investment without prior consent of the investee and/or other investors.

11. Credit Risk

Cash and cash equivalents includes cash and highly liquid investments held by a limited number of global financial institutions, including cash amounts in excess of federally insured limits. To mitigate this concentration of credit risk, the Company invests through high-credit-quality financial institutions, monitors the concentration of credit exposure of investments with any single obligor and diversifies as determined appropriate.

In the normal course of business, the Company, as agent, executes transactions with, and on behalf of, other brokers and dealers. If the agency transactions do not settle because of failure to perform by either counterparty, the Company will recognize a receivable from (and a matching payable to) brokers and dealers and clearing organizations for the proceeds from the unsettled transaction, until the failed transaction settles. The Company may be obligated to discharge the obligation of the non-performing party and, as a result, may incur a loss if the market value of the security is different from the contract amount of the transaction. However, from time to time, the Company enters into repurchase and/or reverse repurchase agreements to facilitate the clearance of securities relating to fails to deliver or receive. The Company seeks to manage credit exposure related to these agreements to repurchase (or reverse repurchase), including the risk related to a decline in market value of collateral (pledged or received), by entering into agreements to repurchase with overnight or short-term maturity dates and only entering into repurchase transactions with netting members of the Fixed Income Clearing Corporation (“FICC”). The FICC operates a continuous net settlement system, whereby as trades are submitted and compared, the FICC becomes the counterparty.

The Company self-clears wholesale U.S. Treasury trades executed on its platform by non-FICC members. The number of self-cleared trades that settle over the fed wire, instead of FICC clearing, may impact the number of U.S. Treasury failed settlement transactions. As of September 30, 2026, the Company recorded an $137.3 million receivable and a $91.0 million payable from/to brokers and dealers and clearing organizations related to failed settlement transactions and the Company self-funded the remaining $46.4 million difference between the fail to deliver and fail to receive. All of the failed settlement transactions outstanding as of September 30, 2026 were fully settled during October 2026.

Additionally, in the normal course of business, the Company, as an introducing broker, executes transactions on behalf of or with clients of the Company, which are cleared by a clearing broker. Under the arrangement between the Company and the clearing broker, the Company is responsible for losses that may result from the clearing broker’s rejection, reversal or cancellation of a transaction. If there are temporary errors or delays in the processing or settlement of transactions, the clearing broker may require, usually with two business days’ notice, that the Company provide cash deposits until the errors are resolved.

A substantial number of the Company’s transactions are collateralized and executed with, and on behalf of, a limited number of broker-dealers. The Company’s exposure to credit risk associated with the nonperformance of these clients in fulfilling their contractual obligations pursuant to securities transactions can be directly impacted by volatile trading markets which may impair the clients’ ability to satisfy their obligations to the Company.

The Company does not expect nonperformance by counterparties in the above situations. However, the Company’s policy is to monitor its market exposure and counterparty risk. In addition, the Company has a policy of reviewing, as considered necessary, the credit standing of each counterparty with which it conducts business.

Allowance for Credit Losses

The Company may be exposed to credit risk regarding its receivables, which are primarily receivables from financial institutions, including investment managers and broker-dealers. The Company maintains an allowance for credit losses based upon an estimate of the amount of potential credit losses in existing accounts receivable, as determined from a review of aging schedules, past due balances, historical collection experience and other specific account data. Analysis of the financial condition of the Company’s counterparties is also performed.

Account balances are pooled based on the following risk characteristics:

•Geographic location

•Transaction fee type (billing type)

•Legal entity

An allowance for credit losses is also recognized for any credit impairment of the Company’s digital asset loan receivable and available-for-sale debt securities. As of December 31, 2025, the Company maintained an allowance for credit loss with regards to its digital asset loan receivable totaling $0.2 million, based on a review of the credit risk of the counterparty and the characteristics of the arrangement. As further described in Note 10 – Fair Value of Financial Instruments and Other Assets, in January 2026, upon CNTN shareholder approval for the issuance of the PFWs, the digital asset loan receivable and the related allowance for credit loss were reversed, resulting in a reversal of credit loss expense totaling $0.2 million during the nine months ended September 30, 2026. There wasno allowance for credit losses recorded on available-for-sale debt securities as of December 31, 2025 and there wasno credit loss expense recognized during each of the three and nine months ended September 30, 2026 and 2025. As further described in Note 10 – Fair Value of Financial Instruments and Other Assets, in July 2026, the Company’s available-for-sale debt security was converted into equity securities.

Write-Offs

Once determined uncollectible, aged balances are written off against the allowance for credit losses. This determination is based on analysis of individual receivables and aging schedules, which are disaggregated based on the risk characteristics described above. Based on current policy, this generally occurs when the receivable is 360 days past due.

As of September 30, 2026 and December 31, 2025, the Company maintained an allowance for credit losses with regard to its receivables of $0.1 million and $0.6 million, respectively. During the three months ended September 30, 2026, recoveries resulted in a reversal of credit loss expense relating to receivables totaling $0.1 million and during the three months ended September 30, 2025, credit loss expense was $3,000. During the nine months ended September 30, 2026 and 2025, recoveries resulted in a reversal of credit loss expense relating to receivables totaling $0.4 million and $0.2 million, respectively.

12. Commitments and Contingencies

From time to time, the Company is subject to various claims, lawsuits and other legal proceedings, including reviews, investigations and proceedings by governmental and self-regulatory agencies regarding its business. While the ultimate resolution of these matters cannot presently be determined, the Company does not believe that, taking into account any applicable insurance coverage, any of the pending legal proceedings could reasonably be expected to have a material adverse effect on its business, financial condition or results of operations.

In the normal course of business, the Company enters into agreements with its clients which provide the clients with indemnification rights, including in the event that the electronic marketplaces of the Company infringe upon the intellectual property or other proprietary right of a third party. The Company’s exposure under these agreements is unknown as this would involve estimating future claims against the Company which have not yet occurred. However, based on its experience, the Company expects the risk of a material loss to be remote.

Although the Company was dismissed from a lawsuit relating to interest rate swaps in 2017, the claims brought by certain swap execution facilities against the remaining defendant financial institutions continue and could still be appealed as to the Company.

The Company records its best estimate of a loss, including estimated defense costs, when the loss is considered probable and the amount of such loss can be reasonably estimated. Based on its experience, the Company believes that the amount of damages claimed in a legal proceeding is not a meaningful indicator of the potential liability. At this time, the Company cannot reasonably predict the timing or outcomes of, or estimate the amount of loss, or range of loss, if any, related to its pending legal proceedings and therefore does not have any contingency reserves established for any of these matters.

Revolving Credit Facility

On November 21, 2023, the Company entered into afive year, $500.0 million unsecured revolving credit facility (the “2023 Revolving Credit Facility”) with a syndicate of banks, which replaced its $500.0 million secured credit facility entered into on April 8, 2019.

The 2023 Revolving Credit Facility provides borrowing capacity to be used to fund ongoing working capital needs, letters of credit and for general corporate purposes, including potential future acquisitions and expansions. Subject to the satisfaction of certain conditions, the Company is able to increase the 2023 Revolving Credit Facility by $250.0 million with the consent of the lenders participating in the increase. Borrowings under the 2023 Revolving Credit Facility may be, at the option of the Company, in U.S. dollars, Euros or Sterling. The 2023 Revolving Credit Facility also provides for the issuance of up to $5.0 million of letters of credit as well as borrowings on same-day notice, referred to as swingline loans, in an amount of up to $50.0 million. The 2023 Revolving Credit Facility will mature on November 21, 2028.

Borrowings under the 2023 Revolving Credit Facility bear interest at a rate equal to, at the Company’s option, either (a) a base rate equal to the greatest of (i) the administrative agent’s prime rate, (ii) the federal funds effective rate plus ½ of 1.00% and (iii) one month Term SOFR plus 1.00% plus a credit adjustment spread of 0.10%, in each case plus a margin based on the Company’s consolidated net leverage ratio ranging from 0.25% to 0.75%, or (b) a rate equal to (i) in the case of borrowings in U.S. dollars, Term SOFR plus a credit adjustment spread of 0.10%, subject to a 0.00% floor, (ii) in the case of borrowings in Sterling, SONIA subject to a 0.00% floor, and (iii) in the case of borrowings in Euros, EURIBOR, subject to a 0.00% floor, in each case plus a margin based on the Company’s consolidated net leverage ratio ranging from 1.25% to 1.75%. The agreement that governs the 2023 Revolving Credit Facility also includes a commitment fee of 0.25% for available but unborrowed amounts and other administrative fees that are payable quarterly. Financial covenant requirements include maintaining minimum ratios related to interest coverage and leverage.

As of both September 30, 2026 and December 31, 2025, there were $0.5 million in letters of credit issued andno borrowings outstanding under the 2023 Revolving Credit Facility.

Leases

The Company has operating leases for corporate offices and data centers with initial lease terms ranging fromone to 16 years. The following table presents the future minimum lease payments and the maturity of lease liabilities as of September 30, 2026:

13. Earnings Per Share

The following table summarizes the calculations of basic and diluted earnings per share of Class A and Class B common stock for Tradeweb Markets Inc.:

(1)During the three months ended September 30, 2026 and 2025, there was a total of 77,847 and 159,088, respectively, and during the nine months ended September 30, 2026 and 2025, there was a total of 76,448 and 165,713, respectively, weighted average unvested or unsettled vested stock awards that were considered a participating security for purposes of calculating earnings per share in accordance with the two-class method.

LLC Interests held by Continuing LLC Owners are redeemable in accordance with the TWM LLC Agreement, at the election of such holders, for shares of Class A or Class B common stock, as applicable, of Tradeweb Markets Inc. The potential dilutive effect of LLC Interests held by Continuing LLC Owners are evaluated under the if-converted method. The potential dilutive effect of PRSUs, shares underlying options, RSUs, RSAs and PSUs are evaluated under the treasury stock method.

The following table summarizes the PRSUs, shares underlying options, RSUs, RSAs, PSUs and weighted-average LLC Interests held by Continuing LLC Owners that were anti-dilutive for the periods indicated. As a result, these shares, which were outstanding, were excluded from the computation of diluted earnings per share for the periods indicated:

Shares of Class C and Class D common stock do not have economic rights in Tradeweb Markets Inc. and, therefore, are not included in the calculation of basic earnings per share and are not participating securities for purposes of the computation of diluted earnings per share.

14. Regulatory Capital Requirements

TWL, DW, TWD and ICDLC are subject to the Uniform Net Capital Rule 15c3-1 under the Exchange Act and certain of the Company's foreign subsidiaries are subject to financial resource requirements from their local regulators. At September 30, 2026 and December 31, 2025, the regulatory capital requirements and regulatory capital for these entities are as follows:

As SEFs, TW SEF and DW SEF are required to maintain adequate financial resources and liquid financial assets in accordance with CFTC regulations. The required and maintained financial resources and liquid financial assets at September 30, 2026 and December 31, 2025 are as follows:

15. Business Segment and Geographic Information

The Company operates electronic marketplaces for the trading of products across the rates, credit, equities and money markets asset classes and provides related pre-trade and post-trade services. Through its electronic marketplaces, the Company facilitates trading by clients across the institutional, wholesale, retail and corporates client sectors and builds comprehensive market data sets that it is able to separately sell to clients, primarily LSEG, as incremental market data revenue. Because of the highly integrated nature of these marketplaces and services and the global financial markets in which the Company competes, the Chief Operating Decision Maker (the “CODM”) reviews financial information on a global consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, the Company has determined it operates asone operating segment andone reportable segment.

Consolidated net income is the measure of segment profit most consistent with U.S. GAAP that is regularly reviewed by the CODM to allocate resources and assess performance. Significant expense categories included in consolidated net income that are regularly provided to the CODM include employee compensation and benefits, technology and communications, general and administrative, professional fees and occupancy, each as presented in the condensed consolidated statements of income.

Information regarding revenue from external clients by client sector, significant segment expenses and consolidated net income is as follows:

(1)Other segment items include depreciation and amortization, the tax receivable agreement liability adjustment (as applicable), interest income, interest expense, other (income) loss, net and provision for income taxes, each as presented in the condensed consolidated statements of income.

The Company operates in the U.S. and internationally, primarily in the Europe, Asia and Australia regions. Variable revenues are generally attributed to geographic area based on the jurisdiction where the underlying transactions take place. The attribution of fixed revenues may vary by revenue and contract type. Given the global nature of the financial markets in which we operate and the Company’s clients’ worldwide businesses and contracts, the results by geographic region and allocation of revenues to individual countries are not necessarily meaningful in understanding the Company’s business.

The measure of segment assets is reported in the condensed consolidated statements of financial condition as total consolidated assets. Total expenditures for additions to long-lived assets are as reported in the condensed consolidated statements of cash flows. Long-lived assets are attributed to the geographic area based on the location of the particular subsidiary.

The following table provides revenue by geographic area:

The following table provides information on the attribution of long-lived assets by geographic area:

16. Subsequent Events

Dividends and Distributions

On October 29, 2026, the board of directors of Tradeweb Markets Inc. declared a cash dividend of $0.14 per share of Class A common stock and Class B common stock for the fourth quarter of 2026. This dividend will be payable on December 15, 2026 to stockholders of record as of December 1, 2026.

On October 29, 2026, Tradeweb Markets Inc., as the sole manager, approved distributions to be made during the fourth quarter of 2026 by TWM LLC to its equityholders, including Tradeweb Markets Inc., in an aggregate amount of $162.0 million, as adjusted by required state and local tax withholdings that will be determined prior to the record date.

Acquisition of Trumid

On October 19, 2026, the Company entered into a definitive agreement (the “Trumid Transaction Agreement”) for Tradeweb Markets LLC to acquire directly and indirectly all of the outstanding equity interests of Trumid Holdings, LLC (“Trumid”). Trumid is a financial technology company and electronic trading platform focused on U.S dollar-denominated investment grade, high yield, distressed and emerging market bonds. Trumid’s platform supports trading in bonds prior to their issuance (referred to as “grey market trading”) and early market trading and includes trading protocols, such as RFQ, Attributed Trading and Swarms, a protocol which is designed to bring a group of participants together on the same bond at particular times throughout the day.

Pursuant to the terms of the Trumid Transaction Agreement, the total purchase price is $1.97 billion, which will consist of $1.89 billion payable in cash, subject to customary adjustments for cash acquired, indebtedness, net working capital and transaction expenses, and 773,900 LLC Interests (the “Trumid LLC Interests”) and corresponding shares of the Class C common stock, representing per the Trumid Transaction Agreement, $82.0 million in equity based on the volume-weighted average price of the Class A common stock over thefive trading days prior to the date of the Trumid Transaction Agreement. The closing of the acquisition is subject to the satisfaction of regulatory approvals as well as other customary closing conditions.

The Trumid LLC Interests will be redeemable or exchangeable on aone-for-one basis for shares of the Class A common stock, or at the Company’s option, in cash.

The Trumid Transaction Agreement contains certain termination rights for Tradeweb Markets LLC and Trumid and, subject to certain limitations set forth therein, may be terminated by either Tradeweb Markets LLC or Trumid if the acquisition closing has not occurred on or before October 19, 2027 (as such date may be extended in accordance with the terms of the Trumid Transaction Agreement to a maximum of twenty-four (24) months after the date of the Trumid Transaction Agreement). The acquisition is currently targeted to close in the first half 2027, although no assurance can be given in that regard. In addition, if the Trumid Transaction Agreement is terminated under certain circumstances, Tradeweb Markets LLC will be obligated to pay Trumid a termination fee of $105.0 million.