{"url_path":"/sec/tw/8-k/2026-05-20/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1758730/0001758730-26-000116-index.html","accession_number":"0001758730-26-000116","cik":"0001758730","ticker":"TW","issuer_name":"Tradeweb Markets Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1758730/0001758730-26-000116-index.html","primary_entity_key":"0001758730","primary_entity_name":"Tradeweb Markets Inc."},"word_count":460,"has_tables":true,"body_markdown":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.\n\nOn May 19, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Tradeweb Markets Inc. (the “Company”), upon the recommendation of the Board of Directors of the Company, the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to: (i) amend Article VIII of the Certificate of Incorporation to provide for the elimination of monetary liability of certain officers of the Company in certain limited circumstances, together with certain other technical, clarifying, and clean-up amendments to the Certificate of Incorporation; and (ii) add a federal forum selection provision to Section 12.2 of Article XII of the Certificate of Incorporation providing that, unless the Company, in writing, selects or consents to the selection of an alternative forum, the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, to the fullest extent permitted by law, shall be the federal district courts of the United States of America (together, the “Certificate Amendments”).\n\nAs a result, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on May 19, 2026 setting forth the Certificate Amendments (“the Certificate of Amendment”), which became effective upon filing. In addition, subsequently, also on May 19, 2026, the Company filed a Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware that restated and integrated, but did not further amend, the Company’s Amended and Restated Certificate of Incorporation and the Certificate Amendments into a single document. The Restated Certificate became effective upon filing.\n\nThe foregoing descriptions of the Certificate Amendments and the Restated Certificate do not purport to be complete and are qualified in their entirety by reference to (i) the descriptions of the Certificate Amendments set forth under the headings “Proposal 4: To Approve an Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to Limit the Liability of Certain Officers as Permitted by Delaware Law and Make Certain Other Clarifying Changes (the “Exculpation Amendment”)” and “Proposal 5: To Approve an Amendment to the Certificate of Incorporation to Add a Federal Forum Selection Provision for Claims Arising Under the Securities Act of 1933, as Amended (the “Federal Forum Selection Amendment”)” of the Company’s definitive proxy statement as filed with the U.S. Securities and Exchange Commission on March 26, 2026 (the “Proxy Statement”); and (ii) the full text of the Certificate of Amendment and the Restated Certificate, respectively, copies of which are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference."}