Tradeweb Markets Inc 8-K, filed Jul 30, 2025

Tradeweb Markets Inc. (TW)

8-K 2025-07-30 For: 2025-07-30

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Added on April 10, 2026

About this 8-K

Tradeweb Markets Inc filed this 8-K on July 30, 2025.

Items reported

Item 2.02: Financial results
Item 9.01: Financial statements and exhibits

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Delaware	001-38860	83-2456358
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1177 Avenue of the Americas New York, New York		10036
(Address of Principal Executive Offices)		(Zip Code)


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Exhibit Number						Exhibit Description

99.1						Press Release of Tradeweb Markets Inc., dated July 30, 2025, announcing Second Quarter 2025 Financial Results.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).


	TRADEWEB MARKETS INC.

Date: July 30, 2025	By:	/s/ Douglas Friedman
		Name: Douglas Friedman
		Title: General Counsel


TRADEWEB REPORTS SECOND QUARTER 2025 FINANCIAL RESULTS

New York, July 30, 2025 – Tradeweb Markets Inc. (Nasdaq: TW), a leading, global operator of electronic marketplaces for rates, credit, equities and money markets, today reported financial results for the quarter ended June 30, 2025.

$513.0 million quarterly revenues, an increase of 26.7% (24.7% on a constant currency basis) compared to prior year period $215.2 million quarterly international revenues, an increase of 40.8% (35.8% on a constant current basis) compared to prior year period $2.6 trillion average daily volume (“ADV”) for the quarter, an increase of 32.7% compared to prior year period; quarterly ADV records in U.S. government bonds, U.S. swaps/swaptions < 1-year, fully electronic U.S. high yield credit, municipal bonds, European ETFs and global repurchase agreements $175.5 million net income and $206.1 million adjusted net income for the quarter, increases of 28.7% and 23.7% respectively from prior year period 54.2% adjusted EBITDA margin and $277.9 million adjusted EBITDA for the quarter, compared to 53.5% and $216.5 million respectively for prior year period $0.71 diluted earnings per share (“Diluted EPS”) and $0.87 adjusted diluted earnings per share for the quarter $0.12 per share quarterly cash dividend declared, a 20.0% per share increase from prior year period											Billy Hult, CEO of Tradeweb: “Tradeweb delivered a strong second quarter, despite macro challenges around the April 2025 U.S. tariff announcements, rising tensions in the Middle East and evolving central bank policy decisions, which continued to test the resiliency of electronic trading across global markets. Against this background, we continued to work with clients on strategic initiatives in traditional markets and the digital asset space. Our recently announced collaboration with Novaprime will bring new intelligence and workflow tools into the mortgage space, helping us unlock value across the trade lifecycle. Furthermore, as AI continues to shape the evolution of markets, we were pleased to welcome Sherry Marcus as Tradeweb’s Head of AI in May. Sherry’s extensive experience and leadership will be instrumental in advancing our AI capabilities to new levels of sophistication. We introduced direct Treasury bill trading for corporate treasurers through a seamless integration between our ICD Portal and institutional platform — demonstrating the capabilities and innovation we're able to provide clients through our fourth client channel. Building on our successes in credit, we were excited to introduce electronic portfolio trading for European government bonds — extending this innovative protocol to this asset class. Finally, we were honored to be named a "Best Company to Work For" by U.S. News & World Report. I’m proud of what we’ve built together and even more excited about where we’re headed next.”


SELECT FINANCIAL RESULTS	2Q25			2Q24			Change		Constant Currency Change(1)		ADV (US $bn) (Unaudited)
(dollars in thousands, except per share amounts)(Unaudited)											Asset Class	Product	2Q25		2Q24		YoY
GAAP Financial Measures											Rates	Cash	$	546	$	462	18.2	%
Total revenue	$	512,971		$	404,951		26.7	%	24.7	%		Derivatives	897		787		13.9	%
Rates	$	274,517		$	217,531		26.2	%	23.9	%		Total	1,443		1,249		15.5	%
Credit	$	124,295		$	111,324		11.7	%	10.5	%	Credit	Cash	18		17		8.1	%
Equities	$	34,252		$	22,871		49.8	%	46.7	%		Derivatives	20		13		51.8	%
Money Markets	$	41,636		$	18,045		130.7	%	128.5	%		Total	38		30		27.0	%
Market Data	$	30,417		$	29,227		4.1	%	2.9	%	Equities	Cash	14		10		37.7	%
Other	$	7,854		$	5,953		31.9	%	31.9	%		Derivatives	14		11		22.5	%
Net income	$	175,522		$	136,416		28.7	%				Total	28		21		29.6	%
Net income attributable to Tradeweb Markets Inc. (2)	$	153,782		$	119,239		29.0	%			Money Markets	Cash	1,042		622		67.5	%
												Total	1,042		622		67.5	%
Diluted EPS	$	0.71		$	0.55		29.1	%				Total	$	2,550	$	1,922	32.7	%
Net income margin	34.2		%	33.7		%	+53	bps
Non-GAAP Financial Measures
Adjusted EBITDA (1)	$	277,896		$	216,533		28.3	%	27.1	%	(1) Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBIT, Adjusted EBIT margin, Adjusted Net Income, Adjusted Diluted EPS and constant currency change are non-GAAP financial measures. See "Non-GAAP Financial Measures" below and the attached schedules for additional information and reconciliations of such non-GAAP financial measures. (2) Represents net income less net income attributable to non-controlling interests.
Adjusted EBITDA margin (1)	54.2		%	53.5		%	+70	bps	+101	bps
Adjusted EBIT (1)	$	260,322		$	201,312		29.3	%	28.1	%
Adjusted EBIT margin (1)	50.7		%	49.7		%	+104	bps	+131	bps
Adjusted Net Income (1)	$	206,149		$	166,711		23.7	%	22.5	%
Adjusted Diluted EPS (1)	$	0.87		$	0.70		24.3	%	21.4	%


		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2025		2024		2025		2024
Revenues	(dollars in thousands, except per share amounts)
Transaction fees and commissions		$	429,768	$	330,475	$	851,112	$	665,926
Subscription fees		57,392		50,746		113,169		100,427
LSEG market data fees		20,569		20,581		49,494		41,081
Other		5,242		3,149		8,873		6,256
Total revenue		512,971		404,951		1,022,648		813,690

Expenses
Employee compensation and benefits		169,693		137,236		346,570		280,323
Depreciation and amortization		63,048		49,936		125,747		99,273
Technology and communications		30,212		24,230		58,940		45,540
General and administrative		29,984		12,755		49,724		23,609
Professional fees		14,159		13,324		26,617		25,124
Occupancy		6,022		4,976		11,096		9,649
Total expenses		313,118		242,457		618,694		483,518
Operating income		199,853		162,494		403,954		330,172

Interest income		14,972		21,511		28,821		42,571
Interest expense		(429)		(542)		(1,016)		(2,260)
Other income (loss), net		12,665		—		16,886		—
Income before taxes		227,061		183,463		448,645		370,483
Provision for income taxes		(51,539)		(47,047)		(104,818)		(90,685)
Net income		175,522		136,416		343,827		279,798
Less: Net income attributable to non-controlling interests		21,740		17,177		41,663		34,417
Net income attributable to Tradeweb Markets Inc.		$	153,782	$	119,239	$	302,164	$	245,381

Earnings per share attributable to Tradeweb Markets Inc. Class A and B common stockholders:
Basic		$	0.72	$	0.56	$	1.42	$	1.15
Diluted		$	0.71	$	0.55	$	1.40	$	1.14
Weighted average shares outstanding:
Basic		213,339,761		213,162,158		213,214,326		212,936,015
Diluted		214,971,946		214,895,947		214,934,378		214,778,342


	Three Months Ended						Six Months Ended
Reconciliation of Net Income to Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBIT and Adjusted EBIT Margin	June 30,						June 30,
	2025			2024			2025			2024
	(dollars in thousands)
Net income	$	175,522		$	136,416		$	343,827		$	279,798
Merger and acquisition transaction and integration costs (1)	3,772			3,650			6,268			7,264
Interest income	(14,972)			(21,511)			(28,821)			(42,571)
Interest expense	429			542			1,016			2,260
Depreciation and amortization	63,048			49,936			125,747			99,273
Stock-based compensation expense (2)	601			531			1,195			1,714
Provision for income taxes	51,539			47,047			104,818			90,685
Foreign exchange (gains) / losses (3)	10,622			(78)			18,951			(2,362)
Tax receivable agreement liability adjustment (4)	—			—			—			—
Other (income) loss, net	(12,665)			—			(16,886)			—
Adjusted EBITDA	$	277,896		$	216,533		$	556,115		$	436,061
Less: Depreciation and amortization	(63,048)			(49,936)			(125,747)			(99,273)
Add: D&A related to acquisitions and the Refinitiv Transaction (5)	45,474			34,715			90,947			69,082
Adjusted EBIT	$	260,322		$	201,312		$	521,315		$	405,870
Net income margin (6)	34.2		%	33.7		%	33.6		%	34.4		%
Adjusted EBITDA margin (6)	54.2		%	53.5		%	54.4		%	53.6		%
Adjusted EBIT margin (6)	50.7		%	49.7		%	51.0		%	49.9		%


(1)			Represents incremental direct costs associated with the acquisition and integration of completed and potential mergers and acquisitions. These costs generally include legal, consulting, advisory, due diligence, severance and certain other transaction expenses and third party costs incurred that directly relate to the acquisition transaction or its integration.
(2)			Represents non-cash stock-based compensation expense associated with the Special Option Award and post-IPO options awarded in 2019 and payroll taxes associated with the exercise of such options. During the three and six months ended June 30, 2025, this adjustment also includes $0.6 million and $1.2 million, respectively, of non-cash stock-based compensation expense and related payroll taxes associated with RSAs and RSUs issued to help retain key ICD employees during the integration of ICD. During the three and six months ended June 30, 2024, this adjustment also includes $0.3 million of non-cash accelerated stock-based compensation expense and related payroll taxes associated with our former President.
(3)			Represents unrealized gain or loss recognized on foreign currency forward contracts and foreign exchange gain or loss from the revaluation of cash denominated in a different currency than the entity’s functional currency.
(4)			Represents income recognized during the applicable period due to changes in the tax receivable agreement liability recorded in the consolidated statements of financial condition as a result of, as applicable, changes in the mix of earnings, tax legislation and tax rates in various jurisdictions which impacted our tax savings.
(5)			Represents intangible asset and acquired software amortization resulting from acquisitions and intangible asset amortization and increased tangible asset and capitalized software depreciation and amortization resulting from the application of pushdown accounting to the Refinitiv Transaction (where all assets were marked to fair value as of the closing date of the Refinitiv Transaction).
(6)			Net income margin, Adjusted EBITDA margin and Adjusted EBIT margin are defined as net income, Adjusted EBITDA and Adjusted EBIT, respectively, divided by revenue for the applicable period.


(1)			Represents the reallocation of net income attributable to non-controlling interests from the assumed exchange of all outstanding LLC Interests held by non-controlling interests for shares of Class A or Class B common stock.
(2)			Represents incremental direct costs associated with the acquisition and integration of completed and potential mergers and acquisitions. These costs generally include legal, consulting, advisory, due diligence, severance and certain other transaction expenses and third party costs incurred that directly relate to the acquisition transaction or its integration.
(3)			Represents intangible asset and acquired software amortization resulting from acquisitions and intangible asset amortization and increased tangible asset and capitalized software depreciation and amortization resulting from the application of pushdown accounting to the Refinitiv Transaction (where all assets were marked to fair value as of the closing date of the Refinitiv Transaction).
(4)			Represents non-cash stock-based compensation expense associated with the Special Option Award and post-IPO options awarded in 2019 and payroll taxes associated with the exercise of such options. During the three and six months ended June 30, 2025, this adjustment also includes $0.6 million and $1.2 million, respectively, of non-cash stock-based compensation expense and related payroll taxes associated with RSAs and RSUs issued to help retain key ICD employees during the integration of ICD. During the three and six months ended June 30, 2024, this adjustment also includes $0.3 million of non-cash accelerated stock-based compensation expense and related payroll taxes associated with our former President.
(5)			Represents unrealized gain or loss recognized on foreign currency forward contracts and foreign exchange gain or loss from the revaluation of cash denominated in a different currency than the entity’s functional currency.
(6)			Represents income recognized during the applicable period due to changes in the tax receivable agreement liability recorded in the consolidated statements of financial condition as a result of, as applicable, changes in the mix of earnings, tax legislation and tax rates in various jurisdictions which impacted our tax savings.
(7)			Represents corporate income taxes at an assumed effective tax rate of 25.0% applied to Adjusted Net Income before income taxes for each of the three and six months ended June 30, 2025 and June 30, 2024.
(8)			For a summary of the calculation of Adjusted Diluted EPS, see “Reconciliation of Diluted Weighted Average Shares Outstanding to Adjusted Diluted Weighted Average Shares Outstanding and Adjusted Diluted EPS” below.


Reconciliation of Diluted Weighted Average Shares Outstanding to Adjusted Diluted Weighted Average Shares Outstanding and Adjusted Diluted EPS	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Diluted weighted average shares of Class A and Class B common stock outstanding	214,971,946		214,895,947		214,934,378		214,778,342
Weighted average of other participating securities (1)	162,433		125,012		173,894		142,484
Assumed exchange of LLC Interests for shares of Class A or Class B common stock (2)	23,063,153		23,077,698		23,066,571		23,077,836
Adjusted diluted weighted average shares outstanding	238,197,532		238,098,657		238,174,843		237,998,662
Adjusted Net Income (in thousands)	$	206,149	$	166,711	$	411,840	$	334,636
Adjusted Diluted EPS	$	0.87	$	0.70	$	1.73	$	1.41


(1)			Represents the weighted average of unvested stock awards and unsettled vested stock awards issued to certain retired or terminated employees that are entitled to non-forfeitable dividend equivalent rights and are considered participating securities prior to being issued and outstanding shares of common stock in accordance with the two-class method used for purposes of calculating earnings per share.
(2)			Assumes the full exchange of the weighted average of all outstanding LLC Interests held by non-controlling interests for shares of Class A or Class B common stock, resulting in the elimination of the non-controlling interests and recognition of the net income attributable to non-controlling interests.


	Three Months Ended				Six Months Ended
Reconciliation of Operating Expenses to Adjusted Expenses	June 30,				June 30,
	2025		2024		2025		2024
	(dollars in thousands)
Operating expenses	$	313,118	$	242,457	$	618,694	$	483,518
Merger and acquisition transaction and integration costs (1)	(3,772)		(3,650)		(6,268)		(7,264)
D&A related to acquisitions and the Refinitiv Transaction (2)	(45,474)		(34,715)		(90,947)		(69,082)
Stock-based compensation expense (3)	(601)		(531)		(1,195)		(1,714)
Foreign exchange gains / (losses) (4)	(10,622)		78		(18,951)		2,362
Adjusted Expenses	$	252,649	$	203,639	$	501,333	$	407,820


	Trailing Twelve Months Ended June 30,
Reconciliation of Cash Flow from Operating Activities to Free Cash Flow	2025		2024
	(dollars in thousands)
Cash flow from operating activities	$	1,043,551	$	785,734
Less: Capitalization of software development costs	(55,195)		(45,208)
Less: Purchases of furniture, equipment and leasehold improvements	(36,653)		(18,780)
Free Cash Flow	$	951,703	$	721,746


		Three Months Ended				Six Months Ended
EPS: Net income attributable to Tradeweb Markets Inc.		June 30,				June 30,
		2025		2024		2025		2024
	(dollars in thousands, except per share amounts)
Numerator:
Net income attributable to Tradeweb Markets Inc.		$	153,782	$	119,239	$	302,164	$	245,381
Less: Distributed and undistributed earnings allocated to participating securities (1)		(117)		(70)		(225)		(164)
Net income attributable to outstanding shares of Class A and Class B common stock - Basic and Diluted		$	153,665	$	119,169	$	301,939	$	245,217

Denominator:
Weighted average shares of Class A and Class B common stock outstanding - Basic		213,339,761		213,162,158		213,214,326		212,936,015
Dilutive effect of PRSUs		450,980		568,304		442,710		534,583
Dilutive effect of options		292,392		449,252		291,132		524,413
Dilutive effect of RSUs and RSAs		330,102		252,498		441,924		348,282
Dilutive effect of PSUs		558,711		463,735		544,286		435,049
Weighted average shares of Class A and Class B common stock outstanding - Diluted		214,971,946		214,895,947		214,934,378		214,778,342

Earnings per share - Basic		$	0.72	$	0.56	$	1.42	$	1.15
Earnings per share - Diluted		$	0.71	$	0.55	$	1.40	$	1.14


(1)			During the three months ended June 30, 2025 and 2024, there was a total of 162,433 and 125,012, respectively, and during the six months ended June 30, 2025 and 2024, there were a total of 173,894 and 142,484, respectively, weighted average unvested or unsettled vested stock awards that were considered a participating security for purposes of calculating earnings per share in accordance with the two-class method.


	Three Months Ended
	June 30,
	2025				2024				$ Change				% Change
Revenues	Variable		Fixed		Variable		Fixed		Variable		Fixed		Variable		Fixed
	(dollars in thousands)
Rates	$	204,743	$	69,774	$	157,636	$	59,895	$	47,107	$	9,879	29.9	%	16.5	%
Credit	106,956		17,339		102,785		8,539		4,171		8,800		4.1	%	103.1	%
Equities	31,893		2,359		20,602		2,269		11,291		90		54.8	%	4.0	%
Money Markets	37,287		4,349		13,695		4,350		23,592		(1)		172.3	%	—	%
Market Data	109		30,308		132		29,095		(23)		1,213		(17.4)	%	4.2	%
Other	1,875		5,979		—		5,953		1,875		26		N/M		0.4	%
Total revenue	$	382,863	$	130,108	$	294,850	$	110,101	$	88,013	$	20,007	29.9	%	18.2	%


	Three Months Ended
	June 30,				YoY
	2025		2024		% Change
Rates	$	2.29	$	2.00	14.2	%
Rates Cash	$	2.36	$	2.54	(7.1)	%
Rates Derivatives	$	2.24	$	1.69	32.9	%
Rates Derivatives (greater than 1 year)	$	3.79	$	2.71	40.1	%
Other Rates Derivatives (1)	$	0.26	$	0.20	27.9	%

Credit	$	45.82	$	55.32	(17.2)	%
Cash Credit (2)	$	128.76	$	145.04	(11.2)	%
Credit Derivatives, China Bonds and U.S. Cash EP	$	7.84	$	7.76	1.0	%

Equities	$	18.68	$	15.38	21.4	%
Equities Cash	$	30.54	$	26.50	15.2	%
Equities Derivatives	$	6.97	$	5.62	23.9	%

Money Markets	$	0.52	$	0.35	48.6	%

Total	$	2.30	$	2.43	(5.4)	%
Total excluding Other Rates Derivatives (3)	$	2.66	$	2.88	(7.7)	%


(1)			Includes Swaps/Swaptions of tenor less than 1 year and Rates Futures.
(2)			The “Cash Credit” category represents the “Credit” asset class excluding (1) Credit Derivatives (2) China Bonds and (3) U.S. High Grade and High Yield electronically processed (“EP”) activity.
(3)			Included to contextualize the impact of short-tenored Swaps/Swaptions and Rates Futures on blended fees per million across all periods presented.


		2025 Q2				2024 Q2				YoY
Asset Class	Product	ADV (USD mm)		Volume (USD mm)		ADV (USD mm)		Volume (USD mm)		ADV
Rates	Cash	$	546,389	$	33,874,577	$	462,335	$	29,121,090	18.18	%
U.S. Government Bonds		250,448		15,527,787		202,460		12,754,986		23.70	%
European Government Bonds		55,015		3,410,960		45,699		2,879,044		20.39	%
Mortgages		229,669		14,239,483		203,813		12,840,218		12.69	%
Other Government Bonds		11,256		696,347		10,363		646,843		8.62	%
	Derivatives	896,536		55,620,692		787,098		49,552,573		13.90	%
Swaps/Swaptions ≥ 1Y		503,630		31,235,081		466,924		29,396,355		7.86	%
Swaps/Swaptions < 1Y		383,575		23,782,432		310,657		19,558,079		23.47	%
Futures		9,331		603,178		9,517		598,139		(1.96)	%
	Total	1,442,925		89,495,268		1,249,433		78,673,663		15.49	%
Credit	Cash	18,218		1,124,070		16,854		1,047,835		8.09	%
U.S. High Grade - Fully Electronic		7,290		452,009		6,491		408,939		12.31	%
U.S. High Grade - Electronically Processed		3,365		208,646		2,913		183,514		15.53	%
U.S. High Yield - Fully Electronic		1,114		69,067		772		48,610		44.37	%
U.S. High Yield - Electronically Processed		342		21,232		247		15,549		38.75	%
European Credit		2,563		158,887		2,353		148,222		8.92	%
Municipal Bonds		513		31,822		369		23,274		38.93	%
Chinese Bonds		2,683		160,994		3,476		205,089		(22.81)	%
Other Credit Bonds		346		21,413		233		14,638		48.45	%
	Derivatives	19,522		1,210,363		12,863		810,324		51.77	%
Swaps		19,522		1,210,363		12,863		810,324		51.77	%
	Total	37,740		2,334,433		29,717		1,858,159		27.00	%
Equities	Cash	13,681		848,246		9,939		626,128		37.66	%
U.S. ETFs		9,746		604,248		7,287		459,066		33.75	%
European ETFs		3,935		243,998		2,652		167,063		48.41	%
	Derivatives	13,862		859,438		11,318		713,035		22.48	%
Convertibles/Swaps/Options		9,785		606,661		7,982		502,841		22.59	%
Futures		4,077		252,778		3,336		210,194		22.20	%
	Total	27,543		1,707,685		21,257		1,339,163		29.58	%
Money Markets	Cash	1,041,814		71,783,776		621,840		39,173,808		67.54	%
Repurchase Agreements (Repo)		770,457		47,768,311		600,947		37,859,656		28.21	%
Other Money Markets		271,357		24,015,465		20,893		1,314,152		1198.77	%
	Total	1,041,814		71,783,776		621,840		39,173,808		67.54	%

		ADV (USD mm)		Volume (USD mm)		ADV (USD mm)		Volume (USD mm)		YoY
	Total	$	2,550,022	$	165,321,162	$	1,922,247	$	121,044,793	32.7	%


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