Form 8-K - Current report

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): September 18, 2024

______________________________________________________________________________

Tradeweb Markets Inc.

(Exact name of registrant as specified in charter)

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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)

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

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 18, 2024, the Board of Directors (the “Board”) of Tradeweb Markets Inc. (the “Company”) appointed Mr. Daniel Maguire, age 48, as a Class I director, effective as of such date. Mr. Maguire will hold office until the annual meeting of stockholders to be held in 2026 and until his successor shall be elected and qualified or until his earlier death, resignation, retirement, disqualification or removal.

Mr. Maguire was designated to serve on the Board by Refinitiv Parent Limited (“Refinitiv”), our controlling stockholder, pursuant to Refinitiv’s director designation right as set forth in Section 2.1 of that certain Stockholders Agreement, dated as of April 8, 2019, by and among the Company and the stockholders named therein. Mr. Maguire does not have any family relationships with any director or executive officer of the Company and there are no transactions in which Mr. Maguire has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Maguire will not receive any compensation for his service as a director on our Board.

Mr. Maguire has been a member of the Executive Committee of London Stock Exchange Group ("LSEG") since October 2017. He has served as the Group Head, LSEG Markets since May 2024 and CEO, LCH Group ("LCH") since October 2017. Prior to that, Mr. Maguire held positions of increasing responsibility at LSEG and LCH, beginning in 1999. He received a Bachelor of Arts from Leeds Beckett University. Mr. Maguire is qualified to serve on our Board due to his deep knowledge of the financial services industry.

The Company will enter into its standard form of indemnification agreement for directors and officers, a copy of which was previously filed as Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (File No. 333-230115) and is incorporated herein by reference, with Mr. Maguire.

Item 7.01. Regulation FD Disclosure.

On September 19, 2024, the Company issued a press release announcing the appointment of Daniel Maguire. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 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, 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 Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:


Exhibit Number						Exhibit Description
10.1						Form of Indemnification Agreement (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (File No. 333-230115)).
99.1						Press Release of Tradeweb Markets Inc., dated September 1 9 , 2024 .
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: September 19, 2024	By:	/s/ Douglas Friedman
		Name: Douglas Friedman
		Title: General Counsel

NEWS RELEASE

Daniel Maguire Appointed to Tradeweb Board of Directors

NEW YORK – September 19, 2024 – Tradeweb Markets Inc. (Nasdaq: TW), a leading, global operator of electronic marketplaces for rates, credit, equities and money markets, today announced the appointment of Daniel Maguire to its Board of Directors, effective as of September 18, 2024.

Mr. Maguire is currently the Group Head of LSEG Markets and CEO of LCH Group. He has been a member of LSEG’s Executive Committee and CEO of LCH since 2017. Mr. Maguire initially joined LCH in 1999, and has served in a variety of leadership positions, including as Global Head of SwapClear, and also as COO. He was based in New York from 2010 until 2014, where he set up LCH’s U.S. operations.

Between 2005 and 2008, Mr. Maguire worked at J.P. Morgan, before returning to LCH. Throughout his 25 years in financial services, Mr. Maguire has contributed to managing regulatory transitions, including the development of CCP and derivatives regulatory frameworks globally in the wake of the 2008 banking crisis. He also supported the implementation of the Dodd-Frank Act; the move from LIBOR to SOFR; and managing changes due to the impact of Brexit on financial markets. Mr. Maguire currently serves on the Board of the International Swaps and Derivatives Association (ISDA).

Tradeweb CEO Billy Hult commented: “We’re thrilled to welcome Daniel Maguire to our Board. His deep expertise in derivatives and regulatory matters is impressive, and his leadership experience will be an asset as we continue to grow. I’m confident that Daniel will make a significant impact as we expand our footprint and broaden the boundaries of innovation at Tradeweb.”

Mr. Maguire received a degree in politics and economics from Leeds Beckett University.

About Tradeweb Markets 

Tradeweb Markets Inc. (Nasdaq: TW) is a leading, global operator of electronic marketplaces for rates, credit, equities and money markets. Founded in 1996, Tradeweb provides access to markets, data and analytics, electronic trading, straight-through-processing and reporting for more than 50 products to clients in the institutional, wholesale, retail and corporates markets. Advanced technologies developed by Tradeweb enhance price discovery, order execution and trade workflows while allowing for greater scale and helping to reduce risks in client trading operations. Tradeweb serves more than 2,800 clients in more than 70 countries. On average, Tradeweb facilitated more than $1.7 trillion in notional value traded per day over the past four fiscal quarters. For more information, please go to www.tradeweb.com.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the federal securities laws. Statements related to, among other things, our outlook and future performance, the industry and markets in which we operate, our expectations, beliefs, plans, strategies, objectives, prospects and assumptions and future events are forward-looking statements. 

We have based these forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed under the heading “Risk Factors” in the documents of Tradeweb Markets Inc. on file with or furnished to the SEC, may cause our actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The

forward-looking statements contained in this release are not guarantees of future events or performance and future events, our actual results of operations, financial condition or liquidity, and the development of the industry and markets in which we operate, may differ materially from the forward-looking statements contained in this release. In addition, even if future events, our results of operations, financial condition or liquidity, and events in the industry and markets in which we operate, are consistent with the forward-looking statements contained in this release, they may not be predictive of events, results or developments in future periods. 

Any forward-looking statement that we make in this release speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this release. 

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Media contact:

Daniel Noonan, Tradeweb

+1 646 767 4677

Daniel.Noonan@Tradeweb.com

Investor contacts:

Ashley Serrao, Tradeweb

+1 646 430 6027

Ashley.Serrao@Tradeweb.com

Sameer Murukutla, Tradeweb

+1 646 767 4864

Sameer.Murukutla@Tradeweb.com

Cover	Mar. 07, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 18, 2024
Entity Registrant Name	Tradeweb Markets Inc.
Entity Central Index Key	0001758730
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38860
Entity Tax Identification Number	83-2456358
Entity Address, Address Line One	1177 Avenue of the Americas
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	646
Local Phone Number	430-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.00001
Trading Symbol	TW
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false