Tradeweb Markets Inc-A 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. Seethe definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filerSmaller reporting company☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of anerror to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of the Class A common stock on theNASDAQ Global Select Market on June 30, 2025, was approximately $16.9 billion. Documents Incorporated by Reference Part III of this Annual Report on Form 10-K incorporates by reference portions of the Registrant’s Proxy Statement for its 2026 Annual Meeting of Stockholders.The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December31, 2025. Table of Contents TRADEWEB MARKETS INC.FORM 10-K ANNUAL REPORTTABLE OF CONTENTS INTRODUCTORY NOTE3USE OF NON-GAAP FINANCIAL MEASURES5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS7 PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities70Item 6.Reserved72Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations73Item 7A.Quantitative and Qualitative Disclosures About Market Risk99Item 8.Financial Statements and Supplementary Data102Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure158Item 9A.Controls and Procedures158Item 9B.Other Information159Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections164 PART III Item 10.Directors, Executive Officers and Corporate Governance165Item 11.Executive Compensation165Item 12.Securities Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters165Item 13.Certain Relationships and Related Transactions, and Director Independence165Item 14.Principal Accountant Fees and Services165 PART IV Item 15.Exhibits and Financial Statement Schedules166Item 16.Form 10-K Summary169 INTRODUCTORY NOTE Basis of Presentation The financial statements and other disclosures contained in this Annual Report on Form 10-K include those of Tradeweb Markets Inc.,which is the registrant, and those of its consolidating subsidiaries, including Tradeweb Markets LLC, which became the principal operatingsubsidiary of Tradeweb Markets Inc. on April 4, 2019 in a series of reorganization transactions (the “Reorganization Transactions”) thatwere completed in connection with Tradeweb Markets Inc.’s initial public offering (the “IPO”), which closed on April 8, 2019. As a result of the Reorganization Transactions completed in connection with the IPO, Tradeweb Markets Inc. became a holding companywhose only material assets consist of its equity interest in Tradeweb Markets LLC and related deferred tax assets. As the sole manager ofTradeweb Markets LLC, Tradeweb Markets Inc. operates and controls all of the business and affairs of Tradeweb Markets LLC and,through Tradeweb Markets LLC and its subsidiaries,