Tradeweb (TW) director Steven Berns receives 1,645 RSU equity award

Rhea-AI Filing Summary

BERNS STEVEN reported acquisition or exercise transactions in this Form 4 filing.

Tradeweb Markets Inc. director Steven Berns reported an equity award rather than a market purchase. He received 1,645 shares of Class A common stock in the form of restricted stock units (RSUs), increasing his directly held position to 5,309 shares.

The RSUs are scheduled to vest on May 19, 2027, subject to his continued service as a director or potential pro‑rating under the company’s Non-Employee Director Compensation Policy. Under the company’s Deferred Compensation Plan, he has elected to defer settlement and will receive an equal number of phantom shares that will ultimately settle in Class A common stock under his deferral election.

Insider Trade Summary

Net Buyer: 1,645 shares

Net Buy 1 txn

Insider BERNS STEVEN

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A common stock	1,645	$0.00	$0.00

Holdings After Transaction: Class A common stock — 5,309 shares (Direct)

Footnotes (3)

1. F1. The reported transaction is an award of restricted stock units ("RSUs") in respect of the issuer's Class A common stock (the "Class A Common Stock"). Subject to the reporting person's continued service as a director of the issuer through the vesting date, these RSUs are scheduled to vest on May 19, 2027 and, absent an election to defer settlement, settle in Class A Common Stock within 30 days thereafter, or may be pro-rated in accordance with the issuer's Non-Employee Director Compensation Policy, as disclosed in the issuer's Proxy Statement on DEF 14A filed with the SEC on March 26, 2026.
2. F2. In accordance with the terms of the issuer's Non-employee Directors Deferred Compensation Plan (the "Deferred Compensation Plan"), the reporting person has previously elected to defer the settlement of the RSUs upon vesting, and will instead receive an equal number of phantom shares that will settle in shares of the Class A Common Stock in accordance with the reporting person's election and the terms of the Deferred Compensation Plan.
3. F3. This amount includes 1,645 unvested RSUs in respect of the Class A Common Stock that are scheduled to vest on May 19, 2027, subject to the reporting person's continued service as a director through the applicable vesting date or as may be pro-rated pursuant to the terms set forth in footnote 1 to this Form 4.

Key Figures

RSU grant size: 1,645 RSUs Grant price per share: $0.00 per share Post-transaction holdings: 5,309 shares +2 more

5 metrics

RSU grant size 1,645 RSUs Award of restricted stock units on May 19, 2026

Grant price per share $0.00 per share Equity award, not a market purchase

Post-transaction holdings 5,309 shares Total Class A common stock directly held after grant

Unvested RSUs included 1,645 unvested RSUs Scheduled to vest on May 19, 2027

RSU vesting date May 19, 2027 Vesting contingent on continued board service

Key Terms

restricted stock units ("RSUs"), Non-Employee Director Compensation Policy, Non-employee Directors Deferred Compensation Plan, phantom shares

4 terms

restricted stock units ("RSUs") financial

"The reported transaction is an award of restricted stock units ("RSUs") in respect of the issuer's Class A common stock"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Non-Employee Director Compensation Policy financial

"may be pro-rated in accordance with the issuer's Non-Employee Director Compensation Policy, as disclosed in the issuer's Proxy Statement"

Non-employee Directors Deferred Compensation Plan financial

"In accordance with the terms of the issuer's Non-employee Directors Deferred Compensation Plan (the "Deferred Compensation Plan"), the reporting person has previously elected to defer"

phantom shares financial

"will instead receive an equal number of phantom shares that will settle in shares of the Class A Common Stock"

Phantom shares are a form of employee or executive compensation that mimics the economic value of owning company stock without actually issuing real shares; holders receive cash or equivalent payments tied to the company’s share price or dividends. Think of it like a receipt that pays out if the stock rises — it aligns managers’ interests with shareholders but does not dilute ownership, while creating a future cash obligation that investors should watch as it can affect company cash flow and valuation.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/20/2026 - 04:11 PM Learn about SEC filing dates

FAQ

What insider transaction did Tradeweb (TW) director Steven Berns report?

Steven Berns reported an award of 1,645 restricted stock units tied to Tradeweb Class A common stock. This is a compensation-related equity grant, not an open-market share purchase or sale, and it increases his directly held position to 5,309 shares.

When do Steven Berns’s newly granted Tradeweb (TW) RSUs vest?

The 1,645 RSUs granted to Steven Berns are scheduled to vest on May 19, 2027, subject to his continued service as a director. The award may be pro-rated under Tradeweb’s Non-Employee Director Compensation Policy if service conditions or other policy terms apply.

Are Steven Berns’s Tradeweb (TW) RSUs settled immediately in Class A shares?

No. Berns elected to defer settlement of the RSUs under Tradeweb’s Non-employee Directors Deferred Compensation Plan. Upon vesting, he will instead receive an equal number of phantom shares that later settle in Class A common stock under his deferral election.

How many Tradeweb (TW) shares does Steven Berns hold after this Form 4 transaction?

Following the RSU award, Berns is reported as directly holding 5,309 shares of Tradeweb Class A common stock. This amount includes 1,645 unvested RSUs scheduled to vest on May 19, 2027, assuming he continues to serve as a director through that date.

Is the Steven Berns Form 4 transaction in Tradeweb (TW) a buy or a grant?

The filing reflects a grant or award acquisition, coded as “A,” not an open-market buy. Berns received 1,645 RSUs at a price of $0.00 per unit as part of his non-employee director compensation, subject to future vesting and deferral terms.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BERNS STEVEN

(Last) (First) (Middle)

TRADEWEB MARKETS INC.

245 PARK AVENUE

(Street)

NEW YORK NEW YORK 10167

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Tradeweb Markets Inc. [ TW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	05/19/2026		A(1)(2)		1,645	A	$0	5,309(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported transaction is an award of restricted stock units ("RSUs") in respect of the issuer's Class A common stock (the "Class A Common Stock"). Subject to the reporting person's continued service as a director of the issuer through the vesting date, these RSUs are scheduled to vest on May 19, 2027 and, absent an election to defer settlement, settle in Class A Common Stock within 30 days thereafter, or may be pro-rated in accordance with the issuer's Non-Employee Director Compensation Policy, as disclosed in the issuer's Proxy Statement on DEF 14A filed with the SEC on March 26, 2026.

2. In accordance with the terms of the issuer's Non-employee Directors Deferred Compensation Plan (the "Deferred Compensation Plan"), the reporting person has previously elected to defer the settlement of the RSUs upon vesting, and will instead receive an equal number of phantom shares that will settle in shares of the Class A Common Stock in accordance with the reporting person's election and the terms of the Deferred Compensation Plan.

3. This amount includes 1,645 unvested RSUs in respect of the Class A Common Stock that are scheduled to vest on May 19, 2027, subject to the reporting person's continued service as a director through the applicable vesting date or as may be pro-rated pursuant to the terms set forth in footnote 1 to this Form 4.

Remarks:

	/s/ Douglas Friedman, Attorney-in-Fact for Steven Berns	05/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)