TW 10-K & 10-Q changes, risk factors and insider trading

•Our use and development ofof, and investment in, artificial intelligence and blockchain technologies may not be successful.

•Our business could be harmed if we are unable to maintain and grow the capacity of our trading platforms,platform, systems and infrastructure.

•We may experience design defects, errors, failures or delays with our platformsplatform or solutions.

•We could be subject to systems failures, interruptions, delays in service, catastrophic events and resulting interruptions in the availability of our platformsplatform or solutions.

•Our use of open source software could result in litigation or impose unanticipated restrictions on our ability to commercialize our platformsplatform and solutions.

•RefinitivLSEG controls us and its interests may conflict with ours or yours.

•economic, political and social conditions in the United States,U.S., the UK, the EU and/or its member states, China or other major economies around the world, including, among other things, the strength and direction of the U.S. and global economyeconomy, andgeopolitical banking industry, the war in Ukraine, the conflicts in the Middle Eastrelations and the newactions of the U.S. administrationfederal and Congressgovernment;

•the effect of Federal Reserve Board and other central banks’ monetary policy (including the level and volatility of interest rates,rates includingand actual and anticipated changes in the federal funds rate by the Federal Reserve), increased capital requirements for banks and other financial institutions and other regulatory requirements;

•concerns over a potential recession (in the United StatesU.S. or globally) and inflation;

•legislative, regulatory, administrative or government policy changes,changes particularly as a result ofin the new U.S. administration and Congress,globally, including changes to financial industry regulations and tax laws, including the imposition of central clearing requirements for the U.S. Treasury market, that could limit the ability of market participants to engage in a wider array of trading activities or make certain corporate activities less desirable or more expensive;

•actual or threatened trade war, including between the United States and China,wars or other governmental action related to tariffs, international trade agreements or trade policies;

These factors also affect the degree of volatility (the magnitude and frequency of fluctuations) in the U.S. and global financial markets, including in the prices and trading volumes of the products traded on our platforms.platform. Volatility increases the need to hedge price risk and creates opportunities for investment and speculative or arbitrage trading, and thus increases trading volumes. Although we generally experience increased trading volumes across our marketplaces during periods of volatility, use of our platformsplatform and demand for our solutions may decline during periods of significant volatility as market participants in rapidly moving markets may seek to negotiate trades and access information directly over the telephone instead of electronically.

In the event of stagnant or deteriorating economic conditions or periods of instability or prolonged stability or decreased activity in the U.S. and/or global financial markets, we could experience lower trading volumes. A general decline in trading volumes across our marketplaces would lower revenues and could materially adversely affect our results of operations if we are unable to offset falling volumes through changes in our fee structure. If trading volumes decline substantially or for a sustained period, the critical mass of transaction volume necessary to support viable markets and generate valuable data could be jeopardized, which, in turn, could further discourage clients from using our platformsplatform and solutions and further accelerate the decline in trading volumes. Additionally, if our total market share decreases relative to our competitors, our trading venues may be viewed as less attractive sources of liquidity. If our marketplaces are perceived to be less liquid, we could lose further trading volumes and our business, financial condition and results of operations could be materially adversely affected.

There have been significant declines in trading volumes in the financial markets generally in the past and there may be similar declines in trading volumes generally or across our marketplaces in particular in the future. During periods of lower trading volumes or during an economic downturn, our clients may become more price sensitive and exert pricing pressure on us, and we may be forced to reduce our fees or to maintain our fees during periods of increased costs. Because our cost structure is largely fixed, if use of our platformsplatform and demand for our solutions decline for any reason or if we are forced to reduce fees, we may not be able to adjust our cost structure to counteract the associated decline in revenues, which would materially harm our profitability.

We face intense competition in both the financial services industry generally and the markets that we serve in particular, and we expect competition with a broad range of competitors to continue to intensify in the future. Within the electronic financial services industry in which we operate, we compete based on our ability to provide a broad range of solutions, trading venues with a broad network of market participants and deep liquidity, a competitive fee structure and comprehensive pre-trade, trade and post-trade functionality, including data analytics, as well as the reliability, availability, security and ease of use of our platformsplatform and solutions.

We primarily compete with other electronic trading platforms and trading business conducted directly between dealers and their institutional, wholesale and retail client counterparties over telephone, email or instant messaging. We also compete with securities and futures exchanges, other inter-dealer brokers, execution management services (“EMS”), order management services (“OMS”) providers, single bank systems andsystems, market data and information vendors.vendors and treasury management platforms. For example, our trading platformsplatform facefaces existing and potential competition from large exchanges, which have in recent years developed electronic capabilities in-house or through acquisitions. We also face competition from individual banks that offer their own electronic platforms to their institutional clients and from EMS and OMS providers. In addition, we may face competition from companies with strong market share in specific markets or organizations and businesses that have not traditionally competed with us but that could adapt their products and services or utilize significant financial and information resources, recognized brands, or technological expertise to begin competing with us. We expect that we may compete in the future with a variety of companies with respect to our platformsplatform and solutions. If we are not able to compete successfully in the future, our business, financial condition and results of operations could be materially adversely affected.

Competition in the markets in which we operate has intensified due to consolidation, which has resulted in increasingly large and sophisticated competitors. In recent years, our competitors have made acquisitions and/or entered into joint ventures and consortia to improve the competitiveness of their electronic trading offerings. For example, ICE acquired BondPoint, TMC Bonds and IDC, in an effort to expand its portfolio of fixed income products and services. In addition, in 2018, CME Group completed its acquisition of NEX Group, which expanded CME Group’s offerings to include NEX Group’s OTC foreign exchange and rates products and market data. Further, in 2022, TP ICAP completed its acquisition of Liquidnet to further diversify its business. If, as a result of industry consolidation, our competitors are able to offer lower cost (including fixed cost fees compared to our variable fees for certain offerings) and/or a wider range of trading venues and solutions, obtain more favorable terms from third-party providers or are otherwise able to take actions that could increase their market share, our competitive position and therefore our business, financial condition and results of operations may be materially adversely affected.

Our operations also include the sale of pre- and post-trade services, analytics and market data (including through a distributionlicense agreement with LSEG). There is a high degree of competition among market data and information vendors in solutions for pre- and post-trade data, analytics and reporting, and such businesses may become more competitive in the future as new competitors emerge. Some of these companies are already in or may enter the electronic trading business. Accordingly, some of our competitors may be able to combine use of their electronic trading platforms with complementary access to market data and analytical tools and/or leverage relationships with existing clients to obtain additional business from such clients, which could preempt use of our platformsplatform or solutions. For example, Bloomberg and ICE have trading platforms that compete with ours and also have data and analytics relationships with the vast majority of institutional, wholesale and retail market participants. If we are not able to compete successfully in this area in the future, our revenues could be adversely impacted and, as a result, our business, financial condition and results of operations would be materially adversely affected.

The electronic financial services industry is characterized by rapidly changing and increasingly complex technologies and systems, changing and increasingly sophisticated client demands (including access to new technologies and markets), frequent technology and service introductions, evolving industry standards, changing regulatory requirements and new business models. If we are not able to keep pace with changing market conditions or client demands or if our competitors release new technology before we do, our existing platforms,platform, solutions and technologies may become obsolete or our competitive position may be materially harmed, each of which could have a material adverse effect on our business, financial condition and results of operations.

•enhance and improve the responsiveness, functionality, accessibility and reliability of our existing platformsplatform and solutions;

•achieve and maintain market acceptance for our platformsplatform and solutions;

•adapt our existing platformsplatform and solutions for new markets, client sectors, asset classes and products;

•obtain any applicable regulatory approval for our platformsplatform and solutions.

Further, the development of new internet, networking or telecommunications technologies may require us to devote substantial resources to modify and adapt our marketplaces. In particular, because our platformsplatform and solutions are designed to operate on a variety of electronic systems, we will need to continuously modify and enhance our marketplaces to keep pace with changes in internet-related hardware and other software, communication and browser technologies.

We cannot assure you that we will be able to successfully adapt our existing technologies and systems to incorporate new, or changes to existing, technologies. For example, artificial intelligence (“AI”) (including machine learning), blockchain technologies and the trading of digital assets (including cryptocurrency), are poised to have significant impacts on our markets and industry. If we are unable to successfully adapt our business to keep pace with these new technologies, including with respect to navigating new, complex and changing legal and regulatory risks, or if our competitors are more successful than us in doing so, our business, financial condition and results of operations may be adversely affected. See “—Our use and development ofof, and investment in, AI and blockchain technologies and companies may not be successful and may present business, legal and reputational risks” for further information.

The success of new platforms or solutions, or new features and versions of existing platformsplatform and solutions, depends on several factors, including the timely and cost-effective completion, introduction and market acceptance of such new or enhanced platform or solution. Development efforts entail significant technical and business risks. We and our partners may use new technologies ineffectively, fail to adequately address regulatory requirements, experience design defects or errors or fail to accurately determine market demand for new platforms, solutions and enhancements. Furthermore, development efforts may require substantial expenditures and take considerable time, and we may experience cost overrun, delays in delivery or performance problems and not be successful in realizing a return on these development efforts in a timely manner or at all.

We cannot assure you that we will be able to anticipate or respond in a timely manner to changing market conditions, and new platforms, technologies or solutions, or enhancements to existing platforms,platform, technologies or solutions, may not meet regulatory requirements, address client needs or achieve market acceptance. If we are not able to successfully develop and implement, or face material delays in introducing, new platforms, solutions and enhancements, our clients may foregoforgo the use of our platformsplatform and solutions and instead use those of our competitors. Any failure to remain abreast of changing market conditions and to be responsive to market preferences could cause our market share to decline and materially adversely impact our revenues.

Our use and development ofof, and investment in, AI and blockchain technologies and companies may not be successful and may present business, legal and reputational risks.

We are making significant investments in AI and blockchain products, technologies and companies to, among other things, develop new products and processes or features for our existing products and processes, which is costly. As AI and blockchain are highly complex and rapidly evolving technologies in the early stages of commercial use, there are significant risks involved in the development and use ofof, and investment in, AI and blockchain, and there can be no assurance that our development andor use ofof, or investment in, AI or blockchain technologies (including potentially for use in digital asset trading in the future) will be successful, gain market acceptance oracceptance, enhance our products or services or augment our business or operatingresults results.of operations. Further, we have made strategic minority investments in tokenization and blockchain infrastructure firms, such as Securitize and Digital Asset. Valuations in this sector are volatile and our ability to exit such investments may be limited. Please see “—If we enter into strategic alliances, partnerships, joint ventures or investments, we may not realize the anticipated strategic goals for any such transactions” for further information. Additionally, our competitors may be developing their own AI and blockchain products and technologies, which may be superior in features, functionality or cost to our offerings.

Moreover, our AI-related product initiatives and offerings, or our use of AI in our internal business operations, may give rise to risks related to accuracy, reliability, bias, discrimination, harmful content generation, intellectual property infringement, the ability to obtain intellectual property protection, misappropriation or leakage of information, defamation, data privacy and cybersecurity.cybersecurity, including due to the actions of the underlying AI model providers. The use of AIthese tools may alsoimpact the quality and availability of our offerings, and may give rise to ethical concerns. Any of these factors could adversely affect our business, reputation or results of operations.

The introduction of AI and blockchain technologies into new or existing offerings may also result in new or expanded liabilities related to enhanced governmental or regulatory scrutiny, which could result in increased investigations, enforcement actions, litigation and compliance costs. For example, states, countries and supranational bodies, including the European UnionEU and throughout the United States,U.S., have passed or proposed new rules and regulations related to the development and use of AI technology, which cover, among other things, algorithmic accountability, privacy and transparency. Regulatory environments related to blockchain technologies across foreign, federal, state and local jurisdictions also are rapidly evolving. Governmental authorities are likely to continue to issue new laws, rules and regulations governing blockchain technologies.technologies some of which may conflict with each other or with existing obligations under applicable law. These laws, rules and regulations may require us to incur significant costs and operational resources to comply. Additionally, existing laws and regulations may be interpreted in ways that may affect our use of AI or blockchain technologies. Any failure or perceived failure by us to comply with such requirements could have an adverse impact on our business, reputation or results of operations. Because AI and blockchain technologies are highly complex and rapidly developing, it is not possible to predict all of the legal, reputational, operational or technological risks that may arise relating to our use and development ofof, and investment in, AI and blockchain technologies.

There has been significant consolidation in the financial services industry over the past several years and several of our large broker-dealer clients have reduced their sales and trading businesses in certain products. Further consolidation in the financial services industry could result in a smaller client base and heightened competition for certain of our businesses, which may lower our trading volumes. If our clients merge with or are acquired by other companies that are not our clients, or companies that utilize our offerings to a lesser degree, such clients may discontinue or reduce their use of our platformsplatform and solutions. Any such developments could materially adversely affect our business, financial condition and results of operations.

The substantial consolidation of market share among companies in the financial services industry has resulted in concentration in markets by some of our largest dealer clients. Because most of our trading platformsplatform dependdepends on these clients, any event that impacts one or more of these clients or the financial services industry in general could negatively impact our trading volumes and revenues. In addition, some of our dealer clients have announced plans to reduce their sales and trading businesses in the markets in which we operate. This is in addition to the significant reductions in these businesses already completed by certain of our dealer clients.

We rely on our dealer clients to provide liquidity on our trading platformsplatform by posting prices on our platformsplatform and responding to client inquiries, and certain of our dealer clients account for a significant portion of our total trading volume on our platforms.platform. In addition, our dealer clients also provide us with data via feeds and through the transactions they execute on our trading platforms,platform, which is an important input for our data and analytics offerings. Market knowledge and feedback from dealer clients have been important factors in the development of many of our offerings and solutions.

Our dealer clients also buy and sell through traditional methods, including by telephone, e-mail and instant messaging, and through other trading platforms. Some of our dealer clients have developed electronic trading networks that compete with us or have announced their intention to explore the development of such electronic trading networks, and many of our dealer clients are involved in other ventures, including other trading platforms or other distribution channels, as trading participants and/or as investors. In particular, certain of our dealer clients have their own competing trading platform and frequently invest in such businesses and may acquire ownership interests in similar businesses, and such businesses may also compete with us. These competing trading platforms may offer some features that we do not currently offer or that we are unable to offer, including customized features or functions. Accordingly, there can be no assurance that such dealer clients’ primary commitments will not be to one of our competitors or that they will not continue to rely on their own trading platforms or traditional methods instead of using our trading platforms.platform.

Although we have established and maintain significant long-term relationships with our key dealer clients, we cannot assure you that all of these relationships will continue or will not diminish. Any reduction in the use of our trading platformsplatform by our key dealer clients, for any reason, and any associated decrease in the pool of capital and liquidity accessible across our marketplaces, could reduce the volume of trading on our platforms,platform, which could, in turn, reduce the use of our platformsplatform by their counterparty clients. In addition, any decrease in the number of dealer clients competing for trades on our trading platforms,platform, could cause our dealer clients to foregoforgo use of our platformsplatform and instead use platforms that provide access to more competitive trading environments and prices. The occurrence of any of the foregoing may have a material adverse effect on our business, financial condition and results of operations.

We do not have long-term contractual arrangements with certain of our clients, and our business performance could be impacted if these clients stop or lessen their usage of our platformsplatform and solutions, including as a result of macroeconomic factors.

Our business largely depends on certain of our liquidity taking clients to initiate inquiries on our trading platforms.platform. A limited number of such clients can account for a significant portion of our trading volumes, which in turn, results in a significant portion of our transaction fees. Most of our liquidity taking clients do not have long-term contractual arrangements with us and utilize our platformsplatform and solutions on a transaction-by-transaction basis and may choose not to use our platformsplatform at any time. These clients buy and sell a variety of products within various asset classes using traditional methods, including by telephone, e-mail and instant messaging, and through other trading platforms. Any significant loss of these clients or a significant reduction in their use of our platformsplatform and solutions could have a material negative impact on our trading volumes and revenues, and materially adversely affect our business, financial condition and results of operations.

In addition, in August 2024, we acquired ICD, an institutional investment technology provider for corporate treasury organizations trading short-term investments, adding a fourth client channel, corporates, to our business. We earn basis point commissions on the monthly average daily balance of money market fund investments made through the ICD Portal. If the federal funds rates fall to near-zero levels, the amount of cash held by our corporate clients that is available for investment through the ICD Portal may significantly declines,decline, or if our corporate clients decide to invest their available cash through alternative means, our business, financial condition and results of operations could be adversely affected.

Our business could be harmed if we are unable to maintain and grow the capacity of our trading platforms,platform, systems and infrastructure.

We rely on our information technology environment and certain critical databases, systems and applications to support key product and service offerings. Our success depends on our clients’ confidence in our ability to provide reliable, secure, real-time access to trading on our trading platforms.platform. If our trading platformsplatform cannot cope, or expand to cope, with demand, or otherwise fail to perform, we could experience disruptions in service, slow delivery times and insufficient capacity. Any material disruptions in our trading platformsplatform could result in our clients deciding to stop using or to reduce their use of our trading platforms,platform, either of which would have a material adverse effect on our business, financial condition and results of operations.

We will need to continually improve and upgrade our trading platforms,platform, systems and infrastructure to accommodate increases in trading volumes, changes in regulation, changes in trading practices of new and existing clients or irregular or heavy use of our trading platforms,platform, especially during peak trading times or at times of increased market volatility. The maintenance and expansion of our trading platforms,platform, systems and infrastructure hashave required, and will continue to require, substantial financial, operational and technical resources. As our operations grow in both size and scope, these resources will typically need to be committed well in advance of any potential increase in trading volumes. We cannot assure you that our estimates of future trading volumes will be accurate or that our systems will always be able to accommodate actual trading volumes without failure or degradation of performance, especially during periods of abnormally high volumes. If we do not successfully adapt our existing trading platforms,platform, systems and infrastructure to the requirements of our clients, changes in regulation or to emerging industry standards, or if our trading platformsplatform otherwise fail to accommodate trading volumes, our business, financial condition and results of operations could be materially adversely affected.

If we experience design defects, errors, failures or delays with our platformsplatform or solutions, our business could suffer serious harm.

Despite testing, our platformsplatform and solutions may contain design defects and errors or fail when first introduced or when major new updates or enhancements are released. In our development of new platforms, platform features and solutions or updates and enhancements to our existing platformsplatform and solutions, we may make a design error that causes the platform feature or solution to fail or operate incorrectly or less effectively than planned. Many of our solutions also rely on data and services provided by third-party providers over which we have no or limited control and may be provided to us with defects, errors or failures. Our clients may also use our platformsplatform and solutions together with their own software, data or products from other companies. As a result, when problems occur, it might be difficult to identify the source of the problem and responsibility for any loss. In addition, we could experience delays while developing and introducing new or enhanced platforms, platform features and solutions, primarily due to difficulties in technology development, obtaining any applicable regulatory approval, licensing data inputs or adapting to new operating environments.

If design defects, errors or failures are discovered in our current or future platforms or solutions, we may not be able to correct or work around them in a cost-effective or timely manner, or at all. The existence of design defects, errors, failures or delays that are significant, or are perceived to be significant, could also result in rejection or delay in market acceptance of our platforms,platform, features or solutions, damage to our reputation, loss of clients and related revenues, diversion of resources, product liability claims, regulatory actions or increases in costs, any of which could materially adversely affect our business, financial condition or results of operations.

We rely on a number of third parties to supply, support and maintain critical elements of our operations, including our trading platforms,platform, information technology and other systems. In addition, we depend on third parties, such as telephone companies, online service providers, hosting services and software and hardware vendors, for various computer and communications systems, such as our data centers, telecommunications access lines and certain computer software and hardware. Certain of these third-party services are provided to us by LSEG pursuant to a shared services agreement. Our clients also depend on third-party middleware and clearinghouses for clearing and settlement of certain trades on our trading platforms,platform, which could impact our trading platforms.platform.

We cannot assure you that any of these third-party providers will be able or willing to continue to provide these products and services in an efficient, cost-effective or timely manner, or at all, or that they will be able to adequately expand their services to meet our needs or meet the increasing regulatory requirements applicable to our business. In particular, like us, third-party providers are vulnerable to cybersecurity threats and other issues that can lead to operational and technological disruptions, and we may have limited remedies against these third parties in the event of product or service disruptions. For example, in July 2024, a software update by CrowdStrike Holdings, Inc., a cybersecurity technology company, caused widespread outages of Windows systems into which it was integrated, including certain Windows systems used by our vendors and clients. We did not experience any significant operational or financial impact as a result of the CrowdStrike software update, but we could in the future experience similar software-induced interruptions to our operations. In addition, we have little control over and limited recourse to third-party providers, which increases our vulnerability to errors, failures, cybersecurity attacks, interruptions or disruptions or problems with their products or services. Further, the priorities and objectives of third-party providers may differ from ours, which may make us vulnerable to terminations of, or adverse changes to, our arrangements with such providers, and there can be no assurance that we will be able to maintain good relationships or the same terms with such providers. If an existing third-party provider is unable or unwilling to provide a critical product or service, and we are unable to make alternative arrangements for the supply of such product or service on commercially reasonable terms or a timely basis, or at all, our business, financial condition and results of operations could be materially adversely affected.

The success of our trading platformsplatform depends in part on our pre- and post-trade data, analytics and reporting solutions. We depend upon data and information services from external sources, including data received from certain competitors, clients, self-regulatory organizations and other third-party data providers for information used on our platformsplatform and by our solutions, including our data, analytical tools and other pre- and post-trade services. In particular, we depend on LSEG to source certain reference data for products that trade on our platforms.platform. Our data sources and information providers, some of which are our competitors, could increase the price for or withdraw their data or information services for a variety of reasons. For example, data sources or information providers may enter into exclusive contracts with other third parties, including our competitors, which could preclude us from receiving certain data or information services from these providers or restrict our use of such data or information services, which may give our competitors an advantage. In addition, our clients, the majority of which are not subject to long-term contractual arrangements, may stop using or reduce their use of our trading platformsplatform at any time, which would decrease our volume of trade data and may diminish the competitiveness of our market data offerings.

If a substantial number of our key data sources and information providers withdraw or are unable to provide us with their data or information services, or if a substantial number of clients no longer trade on our platformsplatform or use our solutions, and we are unable to suitably replace such data sources or information services, or if the collection of data or information becomes uneconomical, our ability to offer our pre- and post-trade data, analytics tools and reporting solutions could be adversely impacted. If any of these factors negatively impact our ability to provide these data-based solutions to our clients, our competitive position could be materially harmed, which could have a material adverse effect on our business, financial condition and results of operations.

Our business consists of providing consistent two-sided liquidity to market participants across numerous geographies, asset classes and products. In addition, in the normal course of our business we, as an agent, execute transactions with, and on behalf of, other brokers and dealers. See Part II, Item 7A. – “Quantitative and Qualitative Disclosures About Market Risk – Credit Risk.” In the event of a systemic market event resulting from large price movements or otherwise, certain market participants may not be able to meet their obligations to their trading counterparties, who, in turn, may not be able to meet their obligations to their other trading counterparties, which could lead to major defaults by one or more market participants. Many trades in the securities markets, and an increasing number of trades in the over-the-counter derivatives markets, are cleared through central counterparties. We currently maintain memberships with certain central counterparties to support the clearing operations of our business. These central counterparties assume and specialize in managing counterparty performance risk relating to such trades. However, even when trades are cleared in this manner, there can be no assurance that a clearinghouse’s risk management methodology will be adequate to manage one or more defaults. Given the counterparty performance risk that is concentrated in central clearing parties, any failure by a clearinghouse to properly manage a default could lead to a systemic market failure. For example, historically we havehad used ICBC, a wholly-owned subsidiary of the Industrial and Commercial Bank of China Limited to clear wholesale U.S. Treasury trades executed by non-FICC members on our wholesale trading platform. Following the November 2023 ransomware attack on some ICBC operating systems, including those used to clear U.S. Treasury and repurchase agreement financings, we have and may continue to self-clear these U.S. Treasury trades. If trading counterparties do not meet their obligations, including to us, or if any central clearing parties fail to properly manage defaults by market participants, we could suffer a material adverse effect on our business, financial condition, results of operations and cash flows.

Our ability to conduct our business may be materially adversely impacted by unforeseen, catastrophic or uncontrollable events. In addition, our U.S. and Europeaninternational operations are heavily concentrated in particular areas and may be adversely affected by events in those areas.

We may incur losses as a result of unforeseen, catastrophic or uncontrollable events, including fire, natural disasters, extreme weather events, global health crises (including COVID-19 and its variants),crises, power loss, telecommunications failure, software or hardware malfunctions, theft, cyber attacks, acts of war, terrorist attacks or other armed hostilities (including the war in Ukraine and the conflicts in the Middle East). In addition, employee misconduct, fraud or error, such as improperly using confidential information or engaging in improper or unauthorized activities or transactions, could expose us to significant liability, losses, regulatory sanctions and reputational harm. These unforeseen, catastrophic or uncontrollable events could adversely affect our clients’ levels of business activity and precipitate sudden significant changes in regional and global economic conditions and cycles. Certain of these events also pose significant risks to our employees and our physical facilities and operations around the world, whether the facilities are ours or those of our third-party providers or clients. If our systems, networks or infrastructure were to fail or be negatively impacted as a result of an unforeseen, catastrophic or uncontrollable event, our business functions could be interrupted, our ability to make our platformsplatform and solutions available to our clients could be impaired and, as a result, we could lose critical data and revenues. If we are unable to deploy or develop adequate plans to ensure that our business functions continue to operate during and after an unforeseen, catastrophic or uncontrollable event, and successfully execute on those plans should such an event occur, our business, financial condition, results of operations and reputation could be materially harmed.

In addition, our U.S. operations are heavily concentrated in the New York metro area and our Europeaninternational operations are heavily concentrated in London, United Kingdom.UK. Any event that affects either of those geographic areas could affect our ability to operate our business.

•our ability to drive an increase in the use of our trading platformsplatform by new and existing clients;

•network or service outages, internet disruptions, the availability of our platforms,platform, cyber attacks, security breaches or perceived security breaches;

•new, or changes to existing, regulations that limit or affect our platforms,platform, solutions and technologies or which increase our regulatory compliance costs; and

Our business also depends on our ability to continue to attract, motivate and retain a large number of highly qualified personnel in order to support our clients and achieve business results. There is a limited pool of employees who have the requisite skills, training and education. Identifying, recruiting, training, integrating and retaining qualified personnel requires significant time, expense and attention, and the market for qualified personnel, particularly those with experience in technology, clearing and settlement, product management and regulatory compliance, has become increasingly competitive as an increasing number of companies seek to enhance their positions in the markets we serve. In particular, we compete for technology personnel with highly innovative technology companies and large companies focused on technology development both in and outside our traditional geographic markets. Many of these companies have significant financial resources and more recognizable brands than ours and may be able to offer more attractive employment opportunities and more lucrative compensation packages. In addition, restrictive immigration policies or legal or regulatory developments relating to immigration may negatively affect our efforts to attract and hire new personnel, as well as retain our existing personnel. Our inability to attract, retain and motivate personnel with the requisite skills could impair our ability to develop new platforms, platform features or solutions, enhance our existing platformsplatform and solutions, grow our client base, enter into new markets, operate under various regulatory frameworks or manage our business effectively.

Our reputation and the quality of our brand are critical to our business, and we must protect and grow the value of our brand in order for us to continue to be successful. AnyIn 2025, we undertook a rebranding initiative to modernize our brand identity and strengthen our market positioning. This rebranding initiative carries potential risks, such as temporary market confusion, reduced brand recognition and increased costs, which could adversely affect our reputation, business, financial condition and results of operations. Further, any incident that erodes client loyalty for our brand could significantly reduce its value and damage our business. We may be adversely affected by any negative publicity, regardless of its accuracy, including with respect to, among other things, the quality and reliability of our platformsplatform and solutions, the accuracy of our market data, our ability to maintain the security of our data and systems, networks and infrastructure, our use of developing technologies, such as AI and any impropriety, misconduct or fraudulent activity by any person formerly or currently associated with us.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the sections titled “Introductory NoteNote,”, “Use of Non-GAAP Financial Measures” and our audited consolidated financial statements and related notes and other information included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the results described in or implied by the forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.

We are a leader in building and operating electronic marketplaces for our global network of more than 3,000 clients across the financial ecosystem. Our network is comprised of clients across the institutional, wholesale, retail and corporates client sectors, including many of the largest global asset managers, hedge funds, insurance companies, central banks, banks and dealers, proprietary trading firms, retail brokerage and financial advisory firms, regional dealers and corporations. OurThe Tradeweb platform includes marketplaces that facilitate trading global products across a range of asset classes, including rates, credit, equities and money markets. We are a global company serving clients in over 85 countries withthrough offices in North America, South America, Europe, Australia, Asia and the Middle East. We believe our proprietary technology and culture of collaborative innovation allow us to adapt our platform offerings to enter new markets, create new platformstrading marketplaces and solutions and adjust to regulations quickly and efficiently. We support our clients by providing solutions across the trade lifecycle, including pre-trade, execution, post-trade and data and analytics.

Our institutional client sector serves institutional investors in over 85 countries around the globe and across over 30 currencies. We connect institutional investors with deep pools of liquidity using our flexible order and trading systems. Our clients trust the integrity of our markets and recognize the value they get by trading electronically: enhanced transparency, competitive pricing, efficient trade execution and regulatory compliance.

In our wholesale client sector, we provide a broad range of fully electronic, voice and hybrid platformstrading options to dealers and financial institutions trading on our electronicplatform. orWe hybridentered marketsthe withwholesale client sector through our Dealerwebacquisitions platform. This platform was launched in 2008 followingof the acquisition of inter-dealer broker Hilliard Farber & Co.,Co. in 2008, Inc. Inand 2011, we acquired the brokerage assets ofthen Rafferty Capital Markets in 2011 and in June 2021, we acquired Nasdaq’s U.S. fixed income electronic trading platform (formerly known as eSpeed) (the “NFI Acquisition”). Today, Dealerwebwe actively competescompete in wholesale trading across a range of rates, credit, money markets, derivatives and equity markets.

In our retail client sector, weour provideplatform provides advanced trading solutions for financial advisory firms and traders with our Tradeweb Direct platform.traders. We entered the retail sector through our acquisition of LeverTrade in 2006 and launchedscaled our Tradewebretail Directmarket platformposition followingthrough the 2013our acquisition of BondDesk Groupin LLC,2013. whichThrough wasour builtplatform towe bring innovation and efficiency to the wealth management community. Tradeweb Direct providesprovide financial advisory firms access to live offerings, accurate pricing in the retail marketplace and fast execution.

In our corporates client sector, we provide comprehensive investment technology and research solutions tailored to the needs of corporate treasury organizations globally. These solutions enable efficient trading of institutional money market funds and other short-term investments. We expanded into the corporatecorporates client sector through our acquisition of ICD on August 1, 2024. The addition of ICD to our networkplatform broadened our product suite, further diversified our client and revenue basebases and strengthened our position in the corporate treasury space, enabling us to provide a more comprehensive range of liquidity management tools and services.

Our markets are large and growing. Electronic trading continues to increase acrossin the markets in which we operate as a result of market demand for greater transparency, higher execution quality, operational efficiency and lower costs, as well as regulatory changes. We believe our deep client relationships, asset class breadth, geographic reach, regulatory knowledge and scalable technology position us to continue to be at the forefront of the evolution of electronic trading. Our platformsplatform provideprovides transparent, efficient, cost-effective and compliant trading solutions across multiple products, regions and regulatory regimes. As market participants seek to trade across multiple asset classes, reduce their costs of trading and increase the effectiveness of their trading, including through the use of data and analytics, we believe the demand for our platformsplatform and electronic trading solutions will continue to grow.

From time to time, we may evaluate potential strategic acquisitions and investments and engage in discussions and negotiations regarding potential acquisitions.acquisitions and investments. Our revenues and profitability are affected by our acquisition activity, including the speed and cost at which we successfully integrate completed consolidated acquisitions into our existing business operations. In addition, our earnings volatility and profitability may be affected by any unrealized or realized gains or losses or income or losses from our Canton Coin holdings or unconsolidated minority equity or debt investments.

Our business is impacted by the overall market activity and, in particular, trading volumes and market volatility. Lower volatility may result in lower trading volume for our clients and may negatively impact our operating performance and financial condition. Factors that may impact market activity in 20252026 include, among other things, evolving monetary policies of central banks, economic, political and social conditions, global geopolitical tensions, legislative, regulatory or government policy changes, including the recent changeand potential future changes in U.S.tariffs, administrationinternational trade agreements or trade policies and Congress,other which may lead topotential material changes to prior laws, rules and regulations, guidance and enforcement stances and concerns with respect to the banking industry, including as a result of any bank failures.

Our business is subject to extensive regulations in the United States and internationally, which may expose us to significant regulatory risk and cause additional legal costs to ensure compliance. See Part I, Item 1. – “Business – Regulation.” The existing legal framework that governs the financial markets is periodically reviewed and amended, typically resulting in enforcement of new laws and regulations that apply to our business. The current regulatory environment in the United States and abroad may be subject to future legislative and regulatory changes driven by current U.S. and global issues and priorities,priorities. includingLegislative and regulatory changes may include the recentpromulgation changeof innew U.S.or administrationrevised and Congress, which may lead to material changes to prior laws, ruleslaws and regulations, guidanceor the adoption of changes in the interpretation of or the repeal of existing laws and enforcementregulations, stances.or the abandonment of any pending legislative or regulatory proposals. The impact of any changes in the legal or regulatory landscape on us and our operations generally remains uncertain. Compliance with regulations may require us to dedicate additional financial and operational resources, which may adversely affect our profitability. In addition, compliance with regulations may require our clients to dedicate significant financial and operational resources, which may negatively affect their ability to pay our fees and use our platformsplatform and, as a result, our profitability. However, under certain circumstances regulation may increase demand for our platformsplatform and solutions, and we believe we are well positioned to benefit from any potential increased electronification due to regulatory changes as market participants seek platforms that meet regulatory requirements and solutions that help them comply with their regulatory obligations. Currently, we believe that uncertainty and potential delays around the final form of certain new rules and regulations may negatively impact our clients and trading volumes in certain markets in which we transact, although a relaxation of or the amendment of existing rules and regulations could potentially have a positive impact on certain markets.

We and our competitors compete to introduce innovations in market structure and new electronic trading capabilities. While we endeavor to be a leader in innovation, new trading capabilities of our competitors are also adopted by market participants. On the one hand, this increases liquidity and electronification for all participants, but it also puts pressure on us to further invest in our technology and to innovate to ensure the continued growth of our network of clients and continued improvement of liquidity, electronic processing and pricing on our platforms.platform. Our ability to compete is influenced by key factors such as (i) developments in trading platforms and solutions, (ii) the liquidity we provide on transactions, (iii) the transaction costs we incur in providing our solutions, (iv) the efficiency in execution of transactions on our platforms,platform, (v) our ability to hire and retain talent andtalent, (vi) our ability to pursue strategic acquisitions and alliances and (vii) our ability to maintain the security of our platformsplatform and solutions. Our competitive position is also influenced by the familiarity and integration of our clients with our electronic, voice and hybrid systems. When either a client wants to trade in a new product or we want to introduce a new product, trading protocol or other solution, we believe we benefit from our clients’ familiarity with our offerings as well as our integration into their order management systems and back offices. See Part I, Item 1. – “Business – Competition” for more detail on our competitors.

Our business and its success are largely impacted by the introduction of increasingly complex and sophisticated technology systems and infrastructures and new business models. Offering specialized trading venues and solutions through the development of new and enhanced platformsplatform offerings is essential to maintaining our level of competitiveness in the market and attracting new clients seeking platforms that provide advanced automation and better liquidity. We believe we will continue to increase demand for our platformsplatform and solutions and the volume of transactions on our platforms,platform, and thereby enhance our client relationships, by responding to new trading and information requirements through utilizing technological advances and emerging industry standards and practices in an effective and efficient way. We plan to continue to focus on and invest in technology infrastructure initiatives and continually improve and expand our platformsplatform and solutions to further enhance our market position. We experience cyber-threats and attempted security breaches. If these were successful, these cybersecurity incidents could impact revenue and operating income and increase costs. We therefore continue to make investments to strengthen our cybersecurity infrastructure, which may result in increased costs. See Part I, Item 1C. – “Cybersecurity – Governance” for further detail regarding our cybersecurity risk management, strategy and governance structure.

On August 16, 2022, former President Biden signed the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA establishesestablished a 15% corporate alternative minimum tax (“CAMT”) effective for taxable years beginning after December 31, 2022, and imposesimposed 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 ana material impact toon ourthe Company’s consolidated statements of financial condition, resultsincome of operations andor cash flows as of andor for the years ended December 31, 2025, 2024 and 2023. The Company is subject to the current 15% CAMT.CAMT, However,however, it isdid not expected to have a materialan impact on the Company’s effective tax rate.rate for the years ended December 31, 2025, 2024 or 2023. The IRA also has not had an impact to our non-GAAP adjusted effective tax rate used for purposes of calculating our non-GAAP measure of Adjusted Net Income.

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 CompanyTwo doesPillar Plan did not anticipatehave a material impact toon itsthe Company’s consolidated statements of financial condition, resultsincome of operations andor cash flows fromas of or for the Twoyears Pillarended Plan.December 31, 2025 and 2024. The Company continues to monitor developments related to the G7’s discussions on global tax reform and is awaiting legislative updates.

We earn transaction fees and/or commissions from transactions executed on our trading platformsplatform on both a variable and fixed price basis, which vary by geographic region, product type and trade size. For most of our products, clients pay both fixed minimum monthly transaction fees and variable transaction fees on a per transaction basis in excess of the monthly minimum. Clients may also pay a subscription fee in addition to or instead of the minimum monthly transaction fees. For other products, instead of a minimum monthly transaction fee, clients may pay a fixed transaction fee or only a variable transaction fee on a per transaction basis. We also earn commission revenue from our electronic and voice brokerage services on a riskless principal basis. Riskless principal revenues are derived on matched principal transactions where revenues are earned on the spread between the buy and sell price of the transacted product. For to-be-announced mortgage backed securities (“TBA-MBS”), U.S. Treasury and repurchase agreement transactions executed by our wholesale clients, we also generate revenue from fixed commissions that are generally invoiced monthly.

For variable transaction fees and commissions, we charge clients based on the mix of products traded and the volume of transactions executed. Transaction volume is determined by using a measure of the notional volume of the products traded, a count of the number of trades or, in the case of the ICD Portal, the client’s average daily balance (“ADB”) invested in the money market funds during a calendar month. Because transaction fees and commissions are sometimes subject to plans with tiered pricing based on product mix, volume, monthly minimums and monthly maximum fee caps, average variable fees per million dollars of volume traded generated for a client may vary each month depending on the mix of products and volume traded. Furthermore, because transaction fees and commissions vary by geographic region, product type and trade size, our revenues may not correlate with volume growth. The mix between fixed and variable revenue may change over time.

We earn subscription fees primarily for granting clients access to our marketsplatform for trading and market data. For a limited number of products, we only charge subscription fees and no transaction fees or commissions. Subscription fees are generally charged on a fixed price basis.

Professional fees consist primarily of accounting, tax and legal fees and fees paid to technology and software consultants to maintain our trading platformsplatform and infrastructure, as well as costs related to business acquisition transactions.

Other income (loss), net consists of any income or loss earned from investments, any mark-to-market adjustments or impairments recorded on investments, any unrealized and realized gain/loss on foreign exchange derivative contracts entered into for foreign exchange risk management purposes relating to investing activities and any other non-operating items. Other income (loss), net may vary period over period based on any changes in the fair value of the Canton Coin, which may be highly volatile.

Our strong results for the year ended December 31, 20242025 reflected significant organic growthgrowth, strong client engagement and solid contributions from our recent acquisitionsacquisition of ICD,ICD r8finon andAugust Yieldbroker.1, We2024. Our markets remained focusedresilient despite the dynamic volatility. The year was marked by several notable events, including heightened volatility in April, brought on andby grew market share while also benefiting from rates market volatility aroundevolving central bank movespolicy expectations, the announcement of new U.S. tariffs and broad-basedrising volumegeopolitical growth,tensions globally, all of which underscoredinfluenced ourtrading sustained momentumactivity across assetthe classes.broader financial ecosystem. The primary driver of the $387.7$326.5 million increase in revenue was related to a $345.2$276.9 million increase in transaction fees and commissions to $1.7 billion for the year ended December 31, 2025 from $1.4 billion for the year ended December 31, 2024 from $1.1 billion for the year ended December 31, 2023,2024, primarily due to higher revenues for rates derivatives products, U.S.municipals, and European corporate bonds, U.S., European and otherU.S government bonds, international and U.S. ETFs, repurchase agreementsagreements, credit derivatives products and mortgages, as well as thea full year of basis point commissions earned on the ADB of client money market fund investments made through the ICD Portal forduring the year ended December 31, 2025 compared to five months induring the year ended December 31, 2024 for the period subsequent to the ICDAugust acquisition1, closing.2024 acquisition. Additionally, there was a $38.4 million increase in subscription fees to $327.2 million for the year ended December 31, 2025 from $288.8 million for the year ended December 31, 2024, primarily due to certain market participants switching from fully variable pricing plans to pricing plans that include subscriptions, resulting in a shift of a portion of revenues from transaction fees and commissions to subscription fees.

Rates. Revenues from our rates asset class increased by $209.5$188.6 million or 30.1%20.8% to $1.1 billion for the year ended December 31, 2025 compared to $904.9 million for the year ended December 31, 2024 compared to $695.4 million for the year ended December 31, 2023 primarily due to higher variable transaction fees and commissions on higher trading volumes for rates derivatives products, U.S., Europeanproducts and otherU.S. government bondsbonds. andThe mortgages.increase in fixed revenue was primarily driven by changes to certain contracts that, among other items, introduced minimum fee floors or subscription fees, resulting in a shift of a portion of revenues from variable to fixed revenue.

Credit. Revenues from our credit asset class increased by $91.6$29.0 million or 24.9%6.3% to $488.0 million for the year ended December 31, 2025 compared to $459.0 million for the year ended December 31, 2024 comparedprimarily due to $367.4an millionincrease forin thefixed year ended December 31, 2023revenues, primarily driven by certain market participants switching from fully variable pricing plans to pricing plans that include minimum fee floors or subscription fees, resulting in a shift of a portion of revenues from variable to fixed revenue. Revenues from our credit asset class also increased due to higher variable transaction fees and commissions on higher trading volumes for U.S.municipals, credit derivatives products and European and emerging markets corporate bonds and credit derivatives products, as well as an increase in fixed subscription fees.bonds.

Equities. Revenues from our equities asset class increased by $8.9$22.8 million or 9.3%21.9% to $127.0 million for the year ended December 31, 2025 compared to $104.2 million for the year ended December 31, 2024 compared to $95.3 million for the year ended December 31, 2023 primarily due to higher variable transaction fees and commissions on higher trading volumes for Europeaninternational and U.S. ETFs and equity derivatives products.

Money Markets. Revenues from our money markets asset class increased by $52.2$58.6 million or 82.9%50.9% to $173.9 million for the year ended December 31, 2025 compared to $115.2 million for the year ended December 31, 2024 compared to $63.0 million for the year ended December 31, 2023 primarily due to thea Augustfull 1, 2024 acquisitionyear of ICD and the associated basis point commissions earned on the ADB of client money market fund investments made through the ICD Portal,Portal during the year ended December 31, 2025 compared to five months during the year ended December 31, 2024 for the period subsequent to the August 1, 2024 acquisition, as well as higher variable transaction fees and commissions on higher trading volumes for repurchase agreements.

Market Data. Revenues from our market data asset class increased by $23.9$15.7 million or 25.5%13.3% to $133.7 million for the year ended December 31, 2025 compared to $118.0 million for the year ended December 31, 2024 compared to $94.1 million for the year ended December 31, 2023.2024. The increase was derived primarily fromdue to increased LSEG market data feesfees, with $8.4 million from ourthe marketperiodic delivery of historical data agreementsets thatwhich wasoccurred amendedduring effectivethe asthree ofmonths Novemberended 1,March 2023,31, 2025, as well as anhigher increasefees resulting from our amended LSEG market data license agreement effective November 1, 2025 and other increases in proprietary third party market data revenue.

Other. Revenues from our other asset class increased by $1.5$11.7 million or 6.7%47.7% to $36.3 million for the year ended December 31, 2025 compared to $24.5 million for the year ended December 31, 2024 comparedprimarily due to $23.0an millionincrease in digital asset revenue earned for performing validation services on the yearCanton endedNetwork. DecemberWe 31,began 2023.earning Canton Coins for providing services to the Canton Network during the third quarter of 2024.

Institutional. Revenues from our institutional client sector increased by $238.7$239.8 million or 30.0%23.1% to $1.3 billion for the year ended December 31, 2025 compared to $1.0 billion for the year ended December 31, 2024 from $797.0 million for the year ended December 31, 2023.2024. The increase was derived primarily from higher revenues for rates derivatives products, international and U.S. ETFs, U.S. and European corporate bonds and U.S.,bonds, European and otherU.S. government bonds.bonds, mortgages and credit derivative products as well as an increase in digital asset revenue earned for performing validation services on the Canton Network.

Wholesale. Revenues from our wholesale client sector increased by $73.1$15.1 million or 23.4%3.9% to $400.8 million for the year ended December 31, 2025 compared to $385.7 million for the year ended December 31, 2024 from $312.6 million for the year ended December 31, 2023.2024. The increase was derived primarily from higher revenues for U.S. government bonds, includingrepurchase positiveagreements contributionsand fromequity r8fin,derivatives asproducts, wellpartially asoffset higherby lower revenues for U.S. and European corporate bonds, rates derivatives products and repurchase agreements.bonds.

Retail. Revenues from our retail client sector increasedwere byrelatively $8.7flat at $146.5 million for the year ended December 31, 2025, an increase of $3.3 million or 6.5%2.3% compared to $143.2 million for the year ended December 31, 2024 fromas $134.5higher millionrevenues for themunicipals yearwere endedpartially Decemberoffset 31,by 2023. The increase was derived primarily from higherlower revenues for U.S. corporate bonds, municipals and structured products.bonds.

Corporates. Revenues from our corporates client sector wereincreased by $52.7 million or 121.8% to $95.9 million for the year ended December 31, 2025 compared to $43.2 million for the year ended December 31, 2024. WithWe entered the corporates client sector with the August 1, 2024 acquisition of ICD and its proprietary institutional investment technology, we entered the corporates client sector.technology. This new client channel primarily serves corporate treasury organizations worldwide in investing in money market funds. RevenuesThe fromprimary ourdriver corporates client sector primarily includesof the increase was a full year of basis point commissions earned on the ADB of client money market fund investments made through the ICD Portal during the year ended December 31, 2025 compared to five months during the year ended December 31, 2024 for the five monthsperiod subsequent to the acquisitionAugust closing.1, See “—Trends and Other Factors Impacting Our Performance—Acquisitions,” above for further details about this2024 acquisition.

Market Data. Revenues from our market data client sector increased by $23.9$15.7 million or 25.5%13.3% to $133.7 million for the year ended December 31, 2025 compared to $118.0 million for the year ended December 31, 2024 from $94.1 million for the year ended December 31, 2023.2024. The increase was derived primarily fromdue to increased LSEG market data feesfees, with $8.4 million from ourthe marketperiodic delivery of historical data agreementsets thatwhich wasoccurred amendedduring effectivethe asthree ofmonths Novemberended 1,March 2023,31, 2025, as well as anhigher increasefees resulting from our amended LSEG market data license agreement effective November 1, 2025 and other increases in proprietary third party market data revenue.

U.S. Revenues from U.S. clients increased by $210.4$133.4 million or 24.7%12.6% to $1.2 billion for the year ended December 31, 2025 compared to $1.1 billion for the year ended December 31, 2024 from $850.3 million for the year ended December 31, 2023 primarily due to higher revenues for U.S.money corporatemarkets, bonds,including the contribution from the ICD acquisition, rates derivatives products, municipals, U.S. government bonds, rates derivatives products, market datamortgages and moneyU.S. markets,ETFs includingas contributionswell fromas ICD.an increase in digital asset revenue earned for performing validation services on the Canton Network.

International. Revenues from Internationalinternational clients increased by $177.4$193.1 million or 36.4%29.0% to $858.4 million for the year ended December 31, 2025 compared to $665.3 million for the year ended December 31, 2024 from $487.9 million for the year ended December 31, 2023 primarily due to higher revenues for rates derivatives products, European and other government bonds, European corporate bonds, market data and money markets, including contributionsthe contribution from ICD.the ICD acquisition, market data, European government bonds, international ETFs and European corporate bonds.

Employee Compensation and Benefits. Expenses related to employee compensation and benefits increased by $132.4$78.1 million or 28.8%13.2% to $670.8 million for the year ended December 31, 2025 from $592.7 million for the year ended December 31, 2024 from $460.3 million for the year ended December 31, 2023.2024. The increase was primarily due to an increase in headcount and related salaries, bonus, benefits and stock-based compensation associated with our continued growth, including the August 1, 2024 ICD acquisition. As of December 31, 2025 and 2024, we had 1,569 and 1,412 employees globally, respectively. An increase in incentive compensation expense tied to our financial performance,performance asalso wellcontributed asto anthe overall increase in headcountemployee and related salaries, bonusescompensation and benefits to support our continued growth.expenses.

Depreciation and Amortization. Expenses related to depreciation and amortization increased by $34.6$30.2 million or 18.7%13.7% to $250.2 million for the year ended December 31, 2025 from $220.0 million for the year ended December 31, 2024 from $185.4 million for the year ended December 31, 2023.2024. The increase was primarily due to increases in amortization of assets acquired in connection with the ICD,ICD r8fin and Yieldbroker acquisitionsacquisition on August 1, 2024, January 19, 2024 and Augustincreases 31,in 2023,amortization respectively.of software development costs and hardware driven by increases in investment in our infrastructure and the relocation of our New York City corporate headquarters during September 2025.

Technology and Communications. Expenses related to technology and communications increased by $21.1$29.8 million or 27.2%30.2% to $128.3 million for the year ended December 31, 2025 from $98.6 million for the year ended December 31, 2024 from $77.5 million for the year ended December 31, 2023.2024. The increase was primarily due to increased investment in our data strategy and infrastructure and increased clearance and data fees driven primarily by higher trading volumes period-over-period.

General and Administrative. Expenses related to general and administrative costs increased by $4.8$32.1 million or 9.4%57.0% to $88.4 million for the year ended December 31, 2025 from $56.3 million for the year ended December 31, 2024 from $51.5 million for the year ended December 31, 2023.2024. The increase was primarily due to increasesa in travel, marketing and recruiting costs to support our continued growth. These increases were offset by an $11.3$27.5 million increase in foreign exchange losses during the year ended December 31, 2025 compared to the year ended December 31, 2024. Realized and unrealized foreign currency losses totaled $17.1 million during the year ended December 31, 2025 as compared to $10.4 million in gains during the year ended December 31, 2024 compared to the year ended December 31, 2023. Realized and unrealized foreign currency gains totaled $10.4 million during the year ended December 31, 2024 as compared to $0.8 million in losses during the year ended December 31, 2023.2024. The change was primarily driven by the change in fair value of our foreign currency forward contracts used in connection with our foreign currency risk management program, partially offset by an increase in foreign currency re-measurement lossesgains on transactions in nonfunctional currencies. Increases in travel and entertainment costs to support our continued growth also contributed to the overall increase in general and administrative expenses.

Professional Fees. Expenses related to professional fees increaseddecreased by $17.8$6.7 million or 41.9%11.2% to $53.4 million for the year ended December 31, 2025 from $60.1 million for the year ended December 31, 2024 from $42.4 million for the year ended December 31, 2023. The increase was primarily due to ana increasedecrease in professional fees related to acquisitions.

Occupancy. Expenses related to occupancy costs increased by $4.3$5.7 million or 26.9%28.4% to $26.0 million for the year ended December 31, 2025 as compared to $20.2 million for the year ended December 31, 2024 as compared to $15.9 million for the year ended December 31, 2023.2024. The increase was primarily due to higher office and data center and office rent expense associated with our global expansion.expansion, including the commencement in September 2025 of the lease for our new corporate headquarters in New York City.

We earn revenues, pay expenses, hold assets and incur liabilities in currencies other than the U.S. dollar. Accordingly, fluctuations in foreign currency exchange rates can affect our results of operations from period to period. In particular, fluctuations in exchange rates for non-U.S. dollar currencies may reduce the U.S. dollar value of revenues, earnings and cash flows we receive from non-U.S. markets, increase our operating expenses (as measured in U.S. dollars) in those markets, negatively impact our competitiveness in those markets or otherwise adversely impact our results of operations or financial condition. Future fluctuations of foreign currency exchange rates and their impact on our results of operations and financial condition are inherently uncertain. As we continue to grow the size of our global operations, these fluctuations may be material. See Part I, Item 3. “Quantitative and Qualitative Disclosures About Market Risk — Foreign Currency and Derivative Risk” elsewhere in this Quarterly Report on Form 10-Q, for the change in revenue and operating income caused by fluctuations in foreign currency rates used in translation and realized and unrealized gains/losses from foreign currency remeasurement of transactions in nonfunctional currencies during the three and six months ended MarchJune 31,30, 2026 and 2025.

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 MarchJune 31,30, 2026 or December 31, 2025 or the Company’s condensed consolidated statements of income or cash flows for the three and six months ended MarchJune 31,30, 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 MarchJune 31,30, 2026 or December 31, 2025 or the Company’s condensed consolidated statements of income or cash flows for the three and six months ended MarchJune 31,30, 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 six months ended MarchJune 31,30, 2026 or 2025. The IRA also has not had an impact to our non-GAAP adjusted effective tax rate used for purposes of calculating our non-GAAP measure of Adjusted Net Income for the three and six months ended MarchJune 31,30, 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 MarchJune 31,30, 2026 or December 31, 2025 or the Company’s condensed consolidated statements of income or cash flows for the three and six months ended MarchJune 31,30, 2026 or 2025. The Company continues to monitor developments related to the G7’s discussions on global tax reform and is awaiting legislative updates.

In line with our digital asset strategy, currently included in our other revenue is revenue earned for performing Super Validator and Validator services on the Canton Network (collectively “Validator Revenue”). For these services, we earn Canton Coins and the number of Canton Coins earned in a particular period is variable based on the Canton Network’s minting curve and burn-mint equilibrium andequilibrium, the amount of time that our 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.participants, the network designated weight of each of our validators and, beginning in the second quarter of 2026, our elected tier within the long-term locking commitment framework for Super Validators. Validator Revenue is recognized based on the fair value of each Canton Coin at contract inception, which has been deemed to be the start of each validation round, and therefore Validator Revenue will also vary based on any changes in the fair value of the Canton Coin, which may be highly volatile. As our digital asset strategy continues to evolve, in the future, we may also begin earning revenue from applications developed on the Canton Network.

The tax receivable agreement liability adjustment reflects changes in the tax receivable agreement liability recorded in our condensed consolidated statements of financial condition as a result of changes in the mix of earnings, tax legislation and tax rates in various jurisdictions which impacted our estimated future tax savings. There was no tax receivable agreement liability adjustment during each of the three and six months ended June 30, 2026 and 2025.

LLC Interests held by Continuing LLC Owners are redeemable in accordance with the TWM LLC Agreement, at the election of such holders, for newly issued shares of Class A common stock or Class B common stock, as the case may be, on a one-for-one basis. In the event of such election by a Continuing LLC Owner, we may, at our option, effect a direct exchange of Class A common stock or Class B common stock for such LLC Interests of such Continuing LLC Owner in lieu of such redemption. In connection with any redemption or exchange, we will receive a corresponding number of LLC Interests, increasing our total ownership interest in TWM LLC. As of MarchJune 31,30, 2026, we owned 90.2% of TWM LLC and Continuing LLC Owners owned the remaining 9.8% of TWM LLC.

For the Three Months Ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025

The following table sets forth a summary of our statements of income for the three months ended MarchJune 31,30, 2026 and 2025:

Our revenues for the three months ended MarchJune 31,30, 2026 and 2025, and the resulting dollar and percentage changes, were as follows:

(1)Subscription fees for the three months ended MarchJune 31,30, 2026 and 2025 include $26.7$26.5 million and $28.9$20.6 million, respectively, of LSEG market data fees.

Our strong results for the firstsecond quarter of2026 2026results reflected robustbroad-based clientmomentum engagementacross amongour heightenedglobal business despite a more normalized market volatility driven by overall inflationary and central bank policy concerns and global market sensitivity to geopolitical developments.backdrop. The primary driver of the $108.1$46.0 million increase in revenue was related to a $102.5$35.6 million increase in transaction fees and commissions to $523.8$465.3 million for the three months ended MarchJune 31,30, 2026 from $421.3$429.8 million for the three months ended MarchJune 31,30, 2025, primarily due to higher revenues for rates and credit derivatives products, U.S. government bonds, mortgages, U.S. and European corporate bonds, equity derivative products, international and U.S. exchange traded funds (“ ETFs”), andas Europeanwell andas U.S.higher corporatecommissions bonds.on higher average daily balances of money market fund investments made through the ICD Portal.

Our total revenue by asset class for the three months ended MarchJune 31,30, 2026 and 2025, and the resulting dollar and percentage changes, were as follows:

Our variable and fixed revenues by asset class for the three months ended MarchJune 31,30, 2026 and 2025, and the resulting dollar and percentage changes, were as follows:

A significant percentage of our transaction fees and commissions are tied directly to overall trading volumes in the rates, credit, equities and money markets asset classes. The average daily volumes and total volumes on our trading platform by asset class for the three months ended MarchJune 31,30, 2026 and 2025, and the resulting percentage changes, are summarized as follows:

The average variable fees per million dollars of volume traded on our trading platform by asset class for the three months ended MarchJune 31,30, 2026 and 2025 are summarized below. There are four potential drivers of quarterly fluctuations in our average variable fees per million: (1) the mix and duration of cash and derivatives products traded, (2) the mix of protocols underpinning cash and derivatives products, (3) volume discounts and (4) clients moving between fixed and variable pricing structures. Average variable fees per million should be reviewed in conjunction with our trading volumes and total revenue by asset class. Since variable fees are sometimes subject to fee plans with tiered pricing based on product mix and volume, average variable fees per million for a specific asset class may not correlate with volumes or revenue growth.

Rates. Revenues from our rates asset class increased by $78.7$28.0 million or 29.7%10.2% to $344.2$302.5 million for the three months ended MarchJune 31,30, 2026 compared to $265.4$274.5 million for the three months ended MarchJune 31,30, 2025 primarily due to higher variable transaction fees and commissions on higher trading volumes for rates derivatives products, U.S.mortgages and other government bonds and mortgages.bonds.

Credit. Revenues from our credit asset class increased by $14.2$4.1 million or 11.5%3.3% to $138.2$128.4 million for the three months ended MarchJune 31,30, 2026 compared to $124.0$124.3 million for the three months ended MarchJune 31,30, 2025 primarily due to higher variable transaction fees and commissions on higher trading volumes for credit derivatives productsU.S. and European corporate bonds.bonds Theand increasecredit inderivatives fixedproducts, revenuepartially was primarily drivenoffset by certainlower markettrading participantsvolumes and revenues for U.S.municipal corporate bonds switching during 2025 from fully variable pricing plans to pricing plans that include minimum fee floors or subscription fees, resulting in a shift of a portion of revenues from variable to fixed revenue.bonds.

Average variable fees per million for equitiescredit increaseddecreased primarily due to a mix shift towardsaway cashfrom equities,municipal bonds, which have a higher variable fee capture compared to overall equities.credit and towards credit derivatives, which have a lower variable fee capture compared to overall credit.

Money Markets.Equities. Revenues from our money marketsequities asset class increased by $3.4$4.6 million or 7.8%13.5% to $47.1$38.9 million for the three months ended MarchJune 31,30, 2026 compared to $43.7$34.3 million for the three months ended MarchJune 31,30, 2025 primarily due to higher variable transaction fees and commissions on higher average daily balances of money market fund investments made through the ICD Portal and higher trading volumes for repurchaseequity agreements.derivative products and U.S. and international ETFs.

Market Data. Revenues from our market data asset class decreasedincreased by $1.8$6.9 million or 4.6%22.6% to $36.9$37.3 million for the three months ended MarchJune 31,30, 2026 compared to $38.7$30.4 million for the three months ended MarchJune 31,30, 2025. The decreaseincrease was primarily due to amendments to our LSEG market data license agreement which were effective in November 20252025, andas waswell partially offset byas growth in our proprietary market data revenues. The amended market data license agreement resultedincluded inhigher overall fees and a change in the timing of the delivery of periodic historical data sets, with more frequent deliveries scheduled under the amended agreement and a corresponding decreaseincrease in revenue during the firstsecond quarter of 2026 that was partially offset by higher overall fees under the amended agreement. During the three months ended March 31, 2025, $8.4 million of revenue was recognized from the periodic delivery of historical data sets delivered and recognized all in January 2025, as compared to quarterly delivery of historical data sets under the amended agreement beginning in the first quarter of 2026 and totaling $2.2 million of revenue during the three months ended March 31, 2026.

We generate revenue from a diverse portfolio of client sectors. Our total revenue by client sector for the three months ended MarchJune 31,30, 2026 and 2025, and the resulting dollar and percentage changes, were as follows:

Wholesale.Institutional. Revenues from our wholesaleinstitutional client sector increased by $13.3$33.4 million or 13.0%10.4% to $115.6$355.4 million for the three months ended MarchJune 31,30, 2026,2026 compared to $102.3$321.9 million for the three months ended MarchJune 31,30, 2025. The increase was derived primarily from higher revenues for U.S.rates derivatives products, U.S., European and European corporate bonds, U.S.other government bonds, mortgagesmortgages, U.S. and repurchaseinternational agreements.ETFs and equity derivative products.

Retail.Wholesale. Revenues from our retailwholesale client sector decreasedincreased by $2.5$8.4 million or 6.9%8.3% to $33.4$109.6 million for the three months ended MarchJune 31,30, 2026 compared to $35.9$101.2 million for the three months ended MarchJune 31,30, 2025. The decreaseincrease was derived primarily from lowerhigher revenues for U.S. and European corporate bonds, mortgages and U.S.repurchase government bonds.agreements.

Corporates.Retail. Revenues from our corporatesretail client sector increaseddecreased by $2.2$4.5 million or 8.8%12.0% to $26.9$33.1 million for the three months ended MarchJune 31,30, 2026 compared to $24.7$37.6 million for the three months ended MarchJune 31,30, 2025. The primary driver of the increasedecrease was higherderived commissionsprimarily earnedfrom onlower higherrevenues averagefor dailymunicipals balancesand ofU.S. moneycorporate market fund investments made through the ICD Portal.bonds.

International.Corporates. Revenues from internationalour clientscorporates client sector increased by $62.3$1.8 million or 29.4%8.5% to $274.1$23.6 million for the three months ended MarchJune 31,30, 2026 compared to $211.8$21.8 million for the three months ended MarchJune 31,30, 20252025. primarilyThe dueprimary todriver of the increase was higher revenuescommissions forearned rateson andhigher creditaverage derivativesdaily products,balances internationalof ETFs,money Europeanmarket andfund otherinvestments governmentmade bondsthrough andthe EuropeanICD corporate bonds.Portal.

Our expenses for the three months ended MarchJune 31,30, 2026 and 2025 were as follows:

Employee Compensation and Benefits. Expenses related to employee compensation and benefits increasedwere byrelatively $20.9flat millionat or 11.8% to $197.8$172.5 million for the three months ended MarchJune 31,30, 20262026, an increase of $2.8 million or 1.6% compared to $176.9$169.7 million for the three months ended MarchJune 30, 2025. As of June 30, 2026, December 31, 2025.2025 and June 30, 2025, we had 1,613, 1,569 and 1,462 employees globally, respectively. The increase was primarily due to an increase in headcount and related salaries, bonus, benefits and stock-based compensation associated with our continued growth.growth Aswas partially offset by a decrease in the amount of March 31, 2026, December 31, 2025 and March 31, 2025, we had 1,598, 1,569 and 1,435 employees globally, respectively. An increase in incentive compensation tied to our financial performance also contributed to the overall increase in employee compensation and benefits expenses.performance.

Technology and Communications. Expenses related to technology and communications increased by $10.8$11.8 million or 37.7%38.9% to $39.5$42.0 million for the three months ended MarchJune 31,30, 2026 compared to $28.7$30.2 million for the three months ended MarchJune 31,30, 2025. The increase was primarily due to increased investment in our data strategy and infrastructure and increased data fees driven primarily by higher trading volumes period-over-period. Approximately $5.2 million of the increase was driven by a step-up in costs, which began in the second half of 2025, relating to investments in our data infrastructure strategy and higher reference data costs. As this step-up occurred during the second half of 2025, it is not expected to continue to contribute to significant expense growth in future periods.

General and Administrative. Expenses related to general and administrative costs decreased by $7.8$13.4 million or 39.5%44.6% to $11.9$16.6 million for the three months ended MarchJune 31,30, 2026 compared to $19.7$30.0 million for the three months ended MarchJune 31,30, 2025. The decrease was primarily due to a $9.4$17.2 million decrease in foreign exchange losses during the three months ended MarchJune 31,30, 2026 compared to the prior year period. Realized and unrealized foreign currency gains totaled $4.0$4.4 million during the three months ended MarchJune 31,30, 2026 as compared to $5.4$12.8 million in losses during the three months ended MarchJune 31,30, 2025. The change was primarily driven by the change in fair value of our foreign currency forward contracts used in connection with our foreign currency risk management program, partially offset by ana increasedecrease in foreign currency re-measurement lossesgains on transactions in nonfunctional currencies. The overall decrease in general and administrative expenses was partially offset by an increase in travel and entertainment costs to support our continued growth.

Professional Fees. Expenses related to professional fees weredecreased relativelyby flat$1.4 atmillion $12.3or 9.8% to $12.8 million for the three months ended MarchJune 31,30, 2026, a decrease of $0.1 million or 1.1% compared to $12.5$14.2 million for the three months ended MarchJune 31,30, 2025.2025, primarily due to a decrease in professional fees related to acquisition and integration activities.

Occupancy. Expenses related to occupancy costs increased by $3.1$2.4 million or 61.5%39.1% to $8.2$8.4 million for the three months ended MarchJune 31,30, 2026 compared to $5.1$6.0 million for the three months ended MarchJune 31,30, 2025. The increase was primarily due to higher office and data center rent expense associated with our global expansion, including the commencement in September 2025 of the lease for our new corporate headquarters in New York City.

Interest income increased by $3.6$3.2 million or 26.0%21.2% to $17.5$18.2 million for the three months ended MarchJune 31,30, 2026 compared to $13.8$15.0 million for the three months ended MarchJune 31,30, 2025 primarily due to an increase in our average invested cash balance, partially offset by a decrease in the average interest rates earned period-over-period.

Interest expense was relatively flat at $0.6$0.5 million for both the three months ended MarchJune 31,30, 2026 andcompared to $0.4 million for the three months ended June 30, 2025.

Income tax expense increased by $16.5$12.0 million or 30.9%23.2% to $69.8$63.5 million for the three months ended MarchJune 31,30, 2026 compared to $53.3$51.5 million for the three months ended MarchJune 31,30, 2025. The provision for income taxes includes U.S. federal, state, local and foreign taxes. The effective tax rate for the three months ended MarchJune 31,30, 2026 was approximately 23.0%,23.5%, compared with 24.0%22.7% for the three months ended MarchJune 31,30, 2025. The effective tax rate for the three months ended MarchJune 31,30, 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 IntangibleDeduction Eligible Income (“FDIIFDDEI”) deduction and benefits associated with purchasing transferable tax credits at a discount. The effective tax rate for the three months ended MarchJune 31,30, 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 interestsinterests, the dividends received deduction and the FDIIFDDEI deduction.