Tradeweb approves $500M share repurchase program

Tradeweb Markets Inc. disclosed that its board approved a new share repurchase program allowing the company to buy back up to $500 million of its Class A common stock.

Rhea-AI Filing Summary

Tradeweb Markets Inc. disclosed that its board approved a new share repurchase program allowing the company to buy back up to $500 million of its Class A common stock. This 2026 program will begin once the existing $300 million program is fully used, which had $23.2 million remaining as of February 5, 2026.

The new program has no termination date and can be executed through open-market purchases, privately negotiated deals, accelerated repurchase structures, Rule 10b5-1 plans or enhanced open-market repurchases, all subject to market conditions and other factors. Tradeweb also furnished a press release announcing financial results for the quarter and full year ended December 31, 2025.

Positive

• Board authorizes substantial repurchase capacity: A new 2026 share repurchase program allows Tradeweb to buy back up to $500 million of Class A common stock once the prior $300 million program is fully used.

Negative

• None.

Insights

Equity Capital Markets Analyst

Tradeweb adds a sizable, flexible $500M share repurchase authorization.

Tradeweb Markets Inc. has authorized a new 2026 share repurchase program for up to $500 million of Class A common stock. It will activate after the existing $300.0 million program is exhausted, which had $23.2 million remaining as of February 5, 2026.

The authorization permits multiple methods, including open-market purchases, privately negotiated transactions, accelerated repurchase programs using derivatives, Rule 10b5-1 plans and enhanced open-market repurchases. The company states that execution will depend on market conditions, stock price and other considerations, and the program can be suspended, amended or discontinued at any time.

The disclosure also notes that the repurchase program has no termination date and does not obligate Tradeweb to acquire any specific amount of stock, so actual capital deployed will depend on future board and management decisions. The company simultaneously furnished a press release with financial results for the quarter and full year ended December 31, 2025.

8-K Event Classification

3 items: 2.02, 8.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new share repurchase plan did Tradeweb (TW) approve?

Tradeweb approved a new 2026 share repurchase program authorizing buybacks of up to $500 million of its Class A common stock. This authorization begins after the existing $300.0 million program is exhausted and has no set termination date.

When does Tradeweb’s 2026 share repurchase program start?

The 2026 share repurchase program begins once Tradeweb’s existing $300.0 million share repurchase program is fully utilized. As of February 5, 2026, $23.2 million remained under the prior program, so the new authorization will follow its completion.

How much remains under Tradeweb’s 2022 share repurchase program?

As of February 5, 2026, Tradeweb had $23.2 million still available for repurchases under its existing $300.0 million share repurchase program. The new $500 million 2026 program will only commence after that remaining capacity has been completely used.

What methods can Tradeweb (TW) use to repurchase its Class A shares?

Tradeweb may repurchase Class A common stock via open-market purchases, privately negotiated transactions, accelerated repurchase programs using derivatives, Rule 10b5-1 plans, or enhanced open-market repurchases, with activity dependent on market conditions and other factors the company evaluates.

Does Tradeweb’s 2026 share repurchase program have an end date?

The 2026 share repurchase program has no termination date and may be suspended, amended or discontinued at any time. It also does not obligate Tradeweb to acquire any specific amount of Class A common stock under the authorization.

Did Tradeweb (TW) release financial results with this 8-K?

Yes. Tradeweb furnished a press release, attached as Exhibit 99.1, announcing financial results for the quarter and full year ended December 31, 2025. That press release provides the detailed financial figures for the reported period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/05/2026 - 07:01 AM EST Learn about SEC filing dates

0001758730false245 Park AvenueNew YorkNew York00017587302026-02-052026-02-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________________________

FORM 8-K

_____________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 5, 2026

______________________________________________________________________________

Tradeweb Markets Inc.

(Exact name of registrant as specified in charter)

______________________________________________________________________________

Delaware			001-38860			83-2456358
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
245 Park Avenue New York, New York						10167
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (646) 430-6000

______________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.00001

TW

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On February 5, 2026, Tradeweb Markets Inc. (the “Company”) issued a press release, a copy of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference, announcing financial results for the quarter and full year ended December 31, 2025.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

On February 5, 2026, the Board of Directors of the Company approved a share repurchase program with an indefinite term under which the Company may purchase up to $500 million of its Class A common stock (the “2026 Share Repurchase Program”) once the Company's existing $300.0 million share repurchase program (the "2022 Share Repurchase Program") has been exhausted. As of February 5, 2026, $23.2 million remained available for repurchase pursuant to the 2022 Share Repurchase Program.

Pursuant to the 2026 Share Repurchase Program, the Company may repurchase its Class A common stock from time to time, in amounts, at prices and at such times as it deems appropriate, subject to market conditions and other considerations. 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). The 2026 Share Repurchase Program will be conducted in compliance with applicable legal requirements and shall be subject to market conditions and other factors.

The manner, timing and amount of any purchase will be based on an evaluation of market conditions, stock price and other factors. The 2026 Share Repurchase Program has no termination date, may be suspended, amended or discontinued at any time and does not obligate the Company to acquire any amount of Class A common stock.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number						Exhibit Description
99.1						Press Release of Tradeweb Markets Inc., dated February 5, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						TRADEWEB MARKETS INC.
Date: February 5, 2026						By:			/s/ Douglas Friedman
									Name: Douglas Friedman
									Title: Chief Legal Officer