Stockholders' Equity and Stock-Based Compensation Plans | Stockholders’ Equity and Stock-Based Compensation Plans 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, 2022 and there have been no changes to those rights and privileges during the nine months ended September 30, 2023. Common Stock The following table details the movement in the Company’s outstanding shares of common stock during the period: Class A Class B Class C Class D Total Balance at December 31, 2022 110,746,606 96,933,192 3,251,177 23,092,704 234,023,679 Activities related to exchanges of LLC Interests 8,733 — — (8,733) — Issuance of common stock from equity incentive plans 986,090 — — — 986,090 Share repurchases pursuant to share repurchase programs (313,311) — — — (313,311) Balance at March 31, 2023 111,428,118 96,933,192 3,251,177 23,083,971 234,696,458 Activities related to exchanges of LLC Interests 3,254,577 — (3,251,177) (3,400) — Issuance of common stock from equity incentive plans 92,687 — — — 92,687 Share repurchases pursuant to share repurchase programs (107,365) — — — (107,365) Balance at June 30, 2023 114,668,017 96,933,192 — 23,080,571 234,681,780 Activities related to exchanges of LLC Interests — — — — — Issuance of common stock from equity incentive plans 108,520 — — — 108,520 Share repurchases pursuant to share repurchase programs (65,054) — — — (65,054) Balance at September 30, 2023 114,711,483 96,933,192 — 23,080,571 234,725,246 Class A Class B Class C Class D Total Balance at December 31, 2021 106,286,821 96,933,192 1,654,825 28,873,139 233,747,977 Activities related to exchanges of LLC Interests 552,606 — — (552,606) — Issuance of common stock from equity incentive plans 1,068,080 — — — 1,068,080 Share repurchases pursuant to share repurchase programs (559,428) — — — (559,428) Balance at March 31, 2022 107,348,079 96,933,192 1,654,825 28,320,533 234,256,629 Activities related to exchanges of LLC Interests 3,700 — — (3,700) — Issuance of common stock from equity incentive plans 367,374 — — — 367,374 Share repurchases pursuant to share repurchase programs (103,458) — — — (103,458) Balance at June 30, 2022 107,615,695 96,933,192 1,654,825 28,316,833 234,520,545 Activities related to exchanges of LLC Interests 3,623,777 — 1,596,352 (5,220,129) — Issuance of common stock from equity incentive plans 134,896 — — — 134,896 Share repurchases pursuant to share repurchase programs (129,809) — — — (129,809) Balance at September 30, 2022 111,244,559 96,933,192 3,251,177 23,096,704 234,525,632 On April 3, 2023, the stockholder that owned 3,251,177 LLC Interests and 3,251,177 shares of Class C common stock, redeemed its LLC Interests for 3,251,177 shares of Class A common stock, and the shares of Class C common stock previously held by the stockholder were cancelled. Stock-Based Compensation Plans 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 performance-based restricted stock units, stock options, restricted stock units (“RSUs”) and dividend equivalent rights. The awards may have performance-based and/or time-based vesting conditions. RSUs and performance-based restricted stock units each represent promises to issue actual shares of Class A common stock at the end of a vesting period. Stock options have a maximum contractual term of 10 years. On February 16, 2022, the Company announced that Mr. Olesky would retire as Chief Executive Officer (“CEO”) of the Company, effective December 31, 2022, resulting in an acceleration of the total unamortized stock-based compensation associated with equity awards granted to him. The unamortized expense was accelerated over a revised estimated service period that ended on August 11, 2022, representing Mr. Olesky’s required six month notice period under the Company’s 2019 Omnibus Equity Incentive Plan. In addition, in December 2022, $5.5 million in stock-based compensation awards, relating to 2022 performance, were granted to Mr. Olesky and immediately recognized into expense upon grant. During the year ended December 31, 2022, the Company recorded a total of $15.0 million in accelerated stock-based compensation expenses (“ CEO Retirement Accelerated Stock-Based Compensation Expense ”) and related payroll that would not have been recognized if Mr. Olesky had not announced his retirement, including $2.0 million and $9.4 million recognized during the three and nine months ended September 30, 2022, respectively. There was no CEO Retirement Accelerated Stock-Based Compensation Expense recorded during the three and nine months ended September 30, 2023 . In addition to the performance-based restricted stock units previously awarded pursuant to the 2019 Omnibus Equity Incentive Plan, which vest based on the financial performance of the Company (“PRSUs”), during the nine months ended September 30, 2023, on March 15, 2023, the Company granted to certain executives, an aggregate of 251,113 performance-based restricted stock units that vest based on market conditions (“PSUs”). PSUs are promises to issue actual shares of Class A common stock which cliff vest on January 1 of the third calendar year from the calendar year of the date of grant. 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 can vary between 0% (minimum) and 250% (maximum) of the target (100%) award amount. The PSUs granted on March 15, 2023 had a grant date fair value of $98.33 per share, or $24.7 million in total, which will be expensed on a straight-line basis through December 31, 2025, the end of the three-year performance period. The grant date fair value of the March 2023 PSUs was estimated using the Monte Carlo simulation model and the significant valuation assumptions used in the valuation were a maturity of 2.8 years annualized volatility of 28.81% and a risk-free interest rate of 3.77%. There were no PSUs granted during the three months ended September 30, 2023 or the three and nine months ended September 30, 2022. During the three months ended September 30, 2023, the Company granted 1,743 RSUs at a weighted-average grant-date fair value of $86.43. No PRSUs were granted during the three months ended September 30, 2023. During the nine months ended September 30, 2023, the Company granted 571,980 RSUs and 326,050 PRSUs at a weighted-average grant-date fair value of $69.66 and $69.56, respectively. RSU awards granted to employees will generally vest one-third each year over a three-year period, and RSU awards granted to non-employee directors will vest after one year. 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 in the grant year. The performance modifier can vary between 0% (minimum) and 200% (maximum) of the target (100%) award amount for awards granted during 2022 and prior years. PRSUs granted during 2023 have a 250% maximum performance modifier. A summary of the Company ’ s total stock-based compensation expense, including the CEO Retirement Accelerated Stock-Based Compensation Expense, is presented below: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (in thousands) Total stock-based compensation expense $ 17,348 $ 14,757 $ 44,670 $ 49,432 The stock-based compensation expense above excludes $0.4 million and $1.0 million of stock-based compensation expense capitalized to software development costs during the three and nine months ended September 30, 2023, respectively. Share Repurchase Program On December 5, 2022, the Company announced that its board of directors authorized a new share repurchase program (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 previously authorized in February 2021 (the “2021 Share Repurchase Program”). The 2022 Share Repurchase Program was authorized to continue to offset annual dilution from stock-based compensation plans, as well as to opportunistically repurchase the Company’s Class A common stock. The 2022 Share Repurchase Program authorizes the purchase of up to $300.0 million of the Company’s Class A common stock at the Company’s discretion and has no termination date. The 2022 Share Repurchase Program can be effected through regular open-market purchases (which may include repurchase plans designed to comply with Rule 10b5-1), through privately negotiated transactions or through accelerated share repurchases, each in accordance with applicable securities laws and other restrictions. The amounts, timing and manner of the repurchases will be subject to general market conditions, the prevailing price and trading volumes of the Company’s Class A common stock and other factors. The 2022 Share Repurchase Program does not require the Company to acquire a specific number of shares and may be suspended, amended or discontinued at any time. During the three months ended September 30, 2023 and 2022, the Company acquired a total of 65,054 and 129,809 shares of Class A common stock, at an average price of $75.28 and $69.33, for purchases totaling $4.9 million and $9.0 million, respectively. During the nine months ended September 30, 2023 and 2022, the Company acquired a total of 485,730 and 792,695 shares of Class A common stock, at an average price of $72.48 and $82.41, for purchases totaling $35.2 million and $65.3 million, respectively. Each share of Class A common stock repurchased pursuant to the 2021 and 2022 Share Repurchase Programs was funded with the proceeds, on a dollar-for-dollar basis, from the repurchase by Tradeweb Markets LLC of an LLC Interest from the Corporation in order to maintain the one-to-one ratio between outstanding shares of the Class A common stock and Class B common stock and the LLC Interests owned by the Corporation. Subsequent to their repurchase, the shares of Class A common stock and the LLC Interests were all cancelled and retired. As of September 30, 2023, a total of $239.8 million remained available for repurchase pursuant to the 2022 Share Repurchase Program. For shares repurchased pursuant to the 2021 and 2022 Share Repurchase Programs, the excess of the repurchase price paid over the par value of the Class A common stock is be recorded as a reduction to retained earnings. Other Share Repurchases During the three months ended September 30, 2023 and 2022, the Company withheld 92,373 and 33,348 shares, respectively, of common stock from employee stock option, PRSU and RSU awards, at an average price per share of $84.15 and $68.13, respectively, and an aggregate value of $7.8 million and $2.3 million, respectively, based on the price of the Class A common stock on the date the relevant withholding occurred. During the nine months ended September 30, 2023 and 2022, the Company withheld 693,456 and 1,048,837 shares, respectively, of common stock from employee stock option, PRSU and RSU awards, at an average price per share of $71.38 and $95.59, respectively, and an aggregate value of $49.5 million and $100.3 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 payroll tax withholding obligations upon the exercise of stock options and settlement of RSUs and PRSUs and such shares were not withheld in connection with the share repurchase programs discussed above. |