h i g h l i g h t sA market framework is presented for a proactive DISCO (PDISCO). Two-stage wholesale markets and stochastic distributed energy resources are involved. A one-leader multi-follower bilevel model is proposed. Continuous strategic offers and bids are achieved. Proactive distribution company (PDISCO) Electricity markets Bilevel game-theoretic model Multi-period AC power flow Mathematical program with equilibrium constraints (MPEC) Mathematical program with primal and dual constraints (MPPDC) a b s t r a c t This paper proposes a methodology to address the trading strategies of a proactive distribution company (PDISCO) engaged in the transmission-level (TL) markets. A one-leader multi-follower bilevel model is presented to formulate the gaming framework between the PDISCO and markets. The lower-level (LL) problems include the TL day-ahead market and scenario-based real-time markets, respectively with the objectives of maximizing social welfare and minimizing operation cost. The upper-level (UL) problem is to maximize the PDISCO's profit across these markets. The PDISCO's strategic offers/bids interactively influence the outcomes of each market. Since the LL problems are linear and convex, while the UL problem is non-linear and non-convex, an equivalent primal-dual approach is used to reformulate this bilevel model to a solvable mathematical program with equilibrium constraints (MPEC). The effectiveness of the proposed model is verified by case studies.