Financial Analysis

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 Companys 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 proba …

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The breakdown of revenues between fixed and variable revenues for the three and six months ended June 30, 2026 and 2025 is as follows: Three Months Ended Three Months Ended June 30, 2026 June 30, 2025 (dollars in thousands) Variable Fixed Variable Fixed Revenues Transaction fees and commissions $ 414,226 $ 51,109 $ 380,148 $ 49,620 Subscription fees 500 61,224 440 56,952 LSEG market data fees 26,496 20,569 Other (1) 2,434 2,957 2,275 2,967 Total revenue $ 417,160 $ 141,786 $ 382,863 $ 130,108 (1) Amounts include Validator Revenue totaling $1.7 million and $1.8 million for the three months ended June 30, 2026 and 2025, respectively. The Company applies ASC 606 by analogy to its Validator Revenue. Six Months Ended Six Months Ended June 30, 2026 June 30, 2025 (dollars in thousands) Variable Fixed Variable Fixed Revenues Transaction fees and commissions $ 887,324 $ 101,844 $ 758,905 $ 92,207 Subscription fees 1,000 120,997 900 112,269 LSEG market data fees 53,238 49,494 Other (1) 6,528 5,779 3,067 5,806 Total revenue $ 894,852 $ 281,858 $ 762,872 $ 259,776 (1) Amounts include Validator Revenue totaling $5.4 million and $2.1 million for the six months ended June 30, 2026 and 2025, respectively. The Company applies ASC 606 by analogy to its Validator Revenue. …

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Stockholders Equity and Stock-Based Compensation Plans The rights and privileges of the Companys stockholders equity and LLC Interests are described in the audited consolidated financial statements included in the Companys 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 six months ended June 30, 2026. Common Stock The following table details the movement in the Companys outstanding shares of common stock during the period: Class A Class B Class C Class D Total Balance at December 31, 2025 115,502,689 96,933,192 18,000,000 5,056,868 235,492,749 Issuance of common stock from equity incentive plans 1,015,893 1,015,893 Share repurchases pursuant to share repurchase programs (482,621) (482,621) Balance at March 31, 2026 116,035,961 96,933,192 18,000,000 5,056,868 236,026,021 Issuance of common stock from equity incentive plans 12,587 12,587 Share repurchases pursuant to share repurchase programs (1,908,308) (1,908,308) Balance at June 30, 2026 114,140,240 96,933,192 18,000,000 5,056,868 234,130,300 Class A Class B Class C Class D Total Balance at December 31, 2024 115,977,551 96,933,192 18,000,000 5,073,538 235,984,281 Activities related to exchanges of LLC Interests 7,000 (7,000) Issuance of common stock from equity incentive plans 454,830 454,830 Balance at March 31, 2025 116,439,381 96,933,192 18,000,000 5,066,538 236,439,111 Activities related to exchanges of LLC Interests 4,000 (4,000) Is …

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Fair Value of Financial Instruments and Other Assets Financial Instruments and Other Assets Measured at Fair Value The Companys financial instruments and other assets measured at fair value on the condensed consolidated statements of financial condition as of June 30, 2026 and December 31, 2025 have been categorized based upon the fair value hierarchy as follows: Quoted Prices in active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total (dollars in thousands) As of June 30, 2026 Assets Cash equivalents Money market funds and other highly liquid investments $ 1,846,688 $ $ $ 1,846,688 Investment in available for sale debt securities (1) 38,615 38,615 Investment in equity securities (1) 8,391 14,535 22,926 Digital assets Canton Coins (1) 230,046 230,046 Receivable and due from related parties Foreign exchange derivative contracts 6,857 6,857 Total assets measured at fair value $ 2,085,125 $ 60,007 $ $ 2,145,132 As of December 31, 2025 Assets Cash equivalents Money market funds and other highly liquid investments $ 1,810,560 $ $ $ 1,810,560 Investment in available for sale debt securities (1) 24,857 24,857 Digital asset loan receivable (1) 24,411 24,411 Digital assets Canton Coins (1) 242,729 242,729 Total assets measured at fair value $ 2,053,289 $ 24,411 $ 24,857 $ 2,102,557 Liabilities Payable and due to related parties Foreign exchange derivative contracts $ $ 6,657 $ $ 6,657 Total liabilities measur …

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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 Companys actual effective tax rate is impacted by the Corporations 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 Companys 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 Companys provision for income taxes includes U.S., federal, state, local and foreign taxes. The Companys effective tax rate for the three months ended June 30, 2026 and 2025 was approximately 23.5% and 22.7%, respectively. The effective tax rate for the three months ended June 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 benefits associated with purchasing transferable tax credits at a discount. The effective tax rate for the three months …

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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 Companys 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 …

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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 June 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: June 30, December 31, 2026 2025 (dollars in thousands) Accounts receivable $ 20 $ 56 Receivable and due from related parties 7,016 8,303 Other assets (1) 43,758 4,472 Deferred revenue 7,950 Payable and due to related parties 11,160 7,090 (1) As of June 30, 2026 and December 31, 2025, other assets included an equity method investment of $3.6 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 Companys board of directors is the other 50% investor (iAltA Holdings) and the Companys director is also the Chief Executive Officer of both iAltA Capital and iAltA Holdings. As of June 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 investees 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 li …

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Revenue Revenue Recognition 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 Companys 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 Companys 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 Companys 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 …

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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 as one operating segment and one 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 on the accompanying condensed consolidated statements of income. Information rega …

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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 Companys 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 …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

Subsequent Events On July 30, 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 third quarter of 2026. This dividend will be payable on September 15, 2026 to stockholders of record as of September 1, 2026. On July 30, 2026, Tradeweb Markets Inc., as the sole manager, approved a distribution by TWM LLC to its equityholders, including Tradeweb Markets Inc., in an aggregate amount of $41.3 million, as adjusted by required state and local tax withholdings that will be determined prior to the record date of September 1, 2026 payable on September 11, 2026.

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