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


	Class A	Class B	Class C	Class D	Total

Balance at December 31, 2025	115,502,689	96,933,192	18,000,000	5,056,868	235,492,749

Issuance of common stock from equity incentive plans	1,015,893	—	—	—	1,015,893

Share repurchases pursuant to share repurchase programs	(482,621)	—	—	—	(482,621)
Balance at March 31, 2026	116,035,961	96,933,192	18,000,000	5,056,868	236,026,021


	Class A	Class B	Class C	Class D	Total

Balance at December 31, 2024	115,977,551	96,933,192	18,000,000	5,073,538	235,984,281
Activities related to exchanges of LLC Interests	7,000	—	—	(7,000)	—
Issuance of common stock from equity incentive plans	454,830	—	—	—	454,830

Balance at March 31, 2025	116,439,381	96,933,192	18,000,000	5,066,538	236,439,111

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

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

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

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

On December 5, 2022, the board of directors authorized a share repurchase program for the purchase of up to $300.0 million of the Company’s Class A common stock (the “2022 Share Repurchase Program”), after completing in October 2022, the $150.0 million of total repurchases of the Company’s Class A common stock authorized under its previous share repurchase program. During the three months ended March 31, 2026, the Company acquired a total of 482,621 shares of Class A common stock at an average price of $105.10, for purchases totaling $50.7 million, pursuant to the 2022 Share Repurchase Program. There were no share repurchases during the three months ended March 31, 2025. As of March 31, 2026, a total of $23.2 million remained available for repurchase pursuant to the 2022 Share Repurchase Program.

On February 5, 2026, the board of directors authorized a new share repurchase program for the purchase of up to $500.0 million of the Company’s Class A common stock (the “2026 Share Repurchase Program”) once the 2022 Share Repurchase Program has been exhausted. As of March 31, 2026, a total of $500.0 million remained available for repurchase pursuant to the 2026 Share Repurchase Program.

During the three months ended March 31, 2026 and 2025, the Company withheld 765,130 and 346,219 shares, respectively, of Class A common stock from employee stock option, PRSU, PSU and RSU awards, at an average price per share of $111.06 and $137.46, respectively, and an aggregate value of approximately $85.0 million and $47.6 million, respectively, based on the price of the Class A common stock on the date the relevant withholding occurred. These shares are withheld in order for the Company to cover the employee payroll tax withholding obligations upon the exercise of stock options and settlement of PRSUs, PSUs and RSUs and such shares were not withheld in connection with the share repurchase programs discussed above.