10-K – 2026-02-27 – ibkr-20251231.htm

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10-K

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Table of Contents

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2025
Commission File Number: 001-33440
INTERACTIVE BROKERS GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware
‎(State or other jurisdiction of
‎incorporation or organization)

30-0390693
‎(I.R.S. Employer
‎Identification No.)

One Pickwick Plaza
Greenwich , Connecticut 06830
(Address of principal executive office)
( 203 ) 618-5800
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of the exchange on which registered

Common Stock, par value $.01 per share

IBKR

The Nasdaq  Global Select Market
‎

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the securities act. Yes x No o
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

Emerging growth company o

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. o
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. Yes x No o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant was approximately $ 23,755,862,670 computed by reference to the $55.41 closing sale price of the common stock on the Nasdaq Global Select Market, on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter.
As of February 23, 2026, there were 445,439,458 shares of the issuer’s Class A common stock, par value $0.01 per share, outstanding and 400 shares of the issuer’s Class B common stock, par value $0.01 per share, outstanding.
Documents Incorporated by Reference: Portions of Registrant’s definitive proxy statement for its 2026 annual meeting of shareholders are incorporated by reference in Part III of this Form 10-K.

Table of Contents

 

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2025
T able of Contents
 

 

Cautionary Note Regarding Forward Looking Statements

1

PART I

 

 

ITEM 1

Business

2

 

Overview

2

 

Available Information

2

 

Our Organizational Structure and Overview of Recapitalization Transactions

3

 

Nature of Operations

4

 

Technology

10

 

Clearing and Margining

12

 

Risk Management Activities

12

 

Customers

13

 

Human Capital

13

 

Competition

15

 

Regulation

15

ITEM 1A

Risk Factors

19

ITEM 1B

Unresolved Staff Comments

32

ITEM 1C

Cybersecurity

33

ITEM 2

Properties

34

ITEM 3

Legal Proceedings and Regulatory Matters

35

ITEM 4

Mine Safety Disclosures

35

PART II

 

 

ITEM 5

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

36

ITEM 6

Reserved

37

ITEM 7

Management’s Discussion and Analysis of Financial Condition and Results of Operations

38

 

Business Overview

38

 

Business Environment

38

 

Financial Overview

39

 

Certain Trends and Uncertainties

40

 

Trading Volumes and Customer Statistics

41

 

Results of Operations

42

 

Liquidity and Capital Resources

51

 

Critical Accounting Policies and Estimates

54

ITEM 7A

Quantitative and Qualitative Disclosures about Market Risk

56

ITEM 8

Financial Statements and Supplementary Data

60

ITEM 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

104

ITEM 9A

Controls and Procedures

104

ITEM 9B

Other Information

106

ITEM 9C

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

106

PART III

 

 

ITEM 10

Directors, Executive Officers and Corporate Governance

106

ITEM 11

Executive Compensation

108

ITEM 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

108

ITEM 13

Transactions with Related Persons, Promoters and Certain Control Persons

108

ITEM 14

Principal Accountant Fees and Services

108

PART IV

 

 

ITEM 15

Exhibits and Financial Statement Schedules

109

ITEM 16

10-K Summary

109

SIGNATURES

 

110

 

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C AUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We have included or incorporated by reference in this Annual Report on Form 10-K and from time to time our management may make statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside our control. These statements include statements other than historical information or statements of current condition and may relate to our future plans and objectives and results, among other things and may also include our belief regarding the effect of various legal proceedings, as set forth under “Legal Proceedings and Regulatory Matters” in Part I, Item 3 of this Annual Report on Form 10-K, as well as statements about the objectives and effectiveness of our liquidity policies, statements about trends in or growth opportunities for our businesses, included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Annual Report on Form 10-K. By identifying these statements for you in this manner, we are alerting you to the possibility that our actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Important factors that could cause actual results to differ from those in the forward-looking statements include, among others, those discussed below and under “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of this Annual Report on Form 10-K.
Factors that could cause actual results to differ materially from any future results, expressed or implied, in these forward-looking statements include, but are not limited to, the following:
• general economic conditions in the markets where we operate;

• increased industry competition and downward pressures on brokerage commissions and on bid/offer spreads in the remaining market making business we operate;

• risks inherent to the brokerage and market making businesses;

• implied versus actual price volatility levels of the products in which we continue to make markets;

• the general level of interest rates;

• failure to protect or enforce our intellectual property rights in our proprietary technology;

• our ability to keep up with rapid technological change;

• system failures, cyber security threats and other disruptions;

• non-performance of third-party vendors;

• conflicts of interest and other risks due to our ownership and holding company structure;

• the loss of key executives and failure to recruit and retain qualified personnel;

• the risks associated with the expansion of our business;

• our possible inability to integrate any businesses we acquire;

• the impact of accounting standards issued but not yet adopted;

• compliance with laws and regulations, including those relating to the securities industry;

• the impact of a public health emergency; and

• other factors discussed under “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K or elsewhere in this Annual Report on Form 10-K.

We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this Annual Report on Form 10-K.

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PART I
ITEM 1. B USINESS
O verview
Interactive Brokers Group, Inc. (“IBG, Inc.” or the “Company”) is an automated global broker. We custody and service accounts for hedge and mutual funds, exchange-traded funds (“ETFs”), registered investment advisors, proprietary trading groups, introducing brokers and individual investors. We specialize in routing orders and executing and processing trades in stocks, options, futures, foreign exchange instruments (“forex”), bonds, mutual funds, ETFs, precious metals, and forecast contracts on more than 170 electronic exchanges and market centers in 40 countries and 29 currencies around the world. In addition, our customers can use our trading platform to trade certain cryptocurrencies through third-party cryptocurrency service providers that execute, clear and custody the cryptocurrencies. In the United States of America (“U.S.”), we conduct our business primarily from our headquarters in Greenwich, Connecticut and from Chicago, Illinois. Abroad, we conduct our business through offices located in Canada, the United Kingdom, Ireland, Switzerland, Hungary, Dubai, India, China (Hong Kong and Shanghai), Japan, Singapore and Australia. As of December 31, 2025, we had 3,182 employees worldwide.
IBG, Inc. is a holding company whose primary asset is the ownership of approximately 26.3% of the membership interests of IBG LLC, the current holding company for our businesses. IBG, Inc. is the sole managing member of IBG LLC.
When we use the terms “we,” “us,” “our,” and “IBKR,” we mean IBG, Inc. and its subsidiaries (including IBG LLC). Unless otherwise indicated, the terms “common stock” and “IBKR shares” refer to the Class A common stock of IBG, Inc.
On April 15, 2025, the Company announced its intention to effect a four-for-one forward split of its common stock in the form of a stock dividend. This was executed by the filing of an amendment to the Company’s Certificate of Incorporation, which was approved by the Company’s Board of Directors and the Company’s majority stockholder on April 14, 2025 and on April 22, 2025, respectively, that, among other things (i) increased the Company’s authorized shares of Class A common stock to 4,000,000,000 shares from 1,000,000,000 shares and (ii) increased the Company’s authorized shares of Class B Common Stock to 1,000 shares from 100 shares to accommodate the stock split. Each holder of record of common stock as of the close of market on June 16, 2025, received three additional shares of common stock. All prior period shares, per share amounts and stock incentive awards presented herein have been retroactively adjusted to reflect the stock split.
We trace our roots to the market making business founded by our Chairman, Mr. Thomas Peterffy, on the floor of the American Stock Exchange in 1977. Since our inception, we have focused on developing proprietary software to automate broker-dealer functions. We have been a pioneer in developing and applying technology as a financial intermediary to increase liquidity and transparency in the capital markets in which we operate. The proliferation of electronic exchanges and market centers has allowed us to integrate our software with an increasing number of trading venues, creating automatically functioning, computerized platforms that require minimal human intervention. Nearly five decades of developing our automated trading platforms and automating many middle- and back-office functions have allowed us to become one of the lowest cost providers of broker-dealer services and to significantly increase the volume of trades we handle.
On August 28, 2025, we joined the S&P 500 Index. Our inclusion in the S&P 500 represents a significant milestone in recognition of our financial performance, sustained profitability, market capitalization, technology-driven business model, consistent growth in client accounts and assets, and our position as a leading global automated brokerage platform serving individual and institutional customers worldwide. Our addition to the S&P 500 has resulted in increased ownership by index funds and exchange-traded funds that track the index, broadening our institutional investor base and enhancing the liquidity and trading depth of our common stock.
A vailable Information
Our internet address is www.interactivebrokers.com and the investor relations section of our website is located at www.interactivebrokers.com/ir. We make available free of charge, on or through the investor relations section of our website, this Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as well as proxy statements, registration statements, prospectus supplements and Section 16 filings for our directors and officers, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission (“SEC”). The SEC maintains an internet site, www.sec.gov, that contains annual, quarterly and current reports, proxy and information statements and other information that issuers file electronically with the SEC. Our electronic SEC filings are made available to the public on the SEC’s internet site. In addition, posted on our website are our Bylaws, our Amended and Restated Certificate of Incorporation, charters for the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of our Board of Directors, our Accounting Matters Complaint Policy, our Whistle Blower Hotline, our Corporate Governance Guidelines and our Code of Business Conduct and Ethics governing our directors, officers and employees. Within the time periods required by SEC and the Nasdaq Stock Market LLC’s Global Select Market (“Nasdaq”), we will post on our website any amendment to the Code of Business Conduct and Ethics and any waiver applicable to any executive officer, director or senior financial officer. In addition, our website includes information concerning purchases and sales of our equity securities by our executive officers and directors, as well as disclosure relating to certain non-GAAP financial measures, if any, (as defined in Regulation G) promulgated under the

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Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that we may make public orally, telephonically, by webcast, by broadcast or by similar means from time to time.
Our Investor Relations Department can be contacted at Interactive Brokers Group, Inc., Two Pickwick Plaza, Greenwich, Connecticut 06830, Attn: Investor Relations, e-mail: investor-relations@interactivebrokers.com.
O ur Organizational Structure and Overview of Recapitalization Transactions
The graphic below illustrates our current ownership structure and reflects current ownership percentages. The graphic below does not display the subsidiaries of IBG LLC.
 

 
Our primary assets are our ownership of approximately 26.3% of the membership interests of IBG LLC, the current holding company for our businesses, and our controlling interest and related contractual rights as the sole managing member of IBG LLC. The remaining approximately 73.7% of IBG LLC membership interests are held by IBG Holdings LLC (“Holdings”), a holding company that is owned directly and indirectly by our founder and Chairman, Mr. Thomas Peterffy and his affiliates, management and other employees of IBG LLC, and certain other members. The IBG LLC membership interests held by Holdings will be subject to purchase by us over time in connection with offerings by us of shares of our common stock.

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The table below presents the amount of IBG LLC membership interests held by IBG, Inc. and Holdings as of December 31, 2025.
 

 

 

IBG, Inc.

 

Holdings

 

Total

Ownership %

26.3%

 

73.7%

 

100.0%

Membership interests

445,612,825

 

1,250,737,416

 

1,696,350,241

 
Purchases of IBG LLC membership interests, held by Holdings, by the Company are governed by the exchange agreement among us, IBG LLC, Holdings and the historical members of IBG LLC, (the “Exchange Agreement”), a copy of which was filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and filed with the SEC on November 9, 2009. The Exchange Agreement, as amended June 6, 2012, provides that the Company may facilitate the redemption by Holdings of interests held by its members through the issuance of shares of common stock through a public offering or directly to Holdings in exchange for the interests in IBG LLC being sold by Holdings. The common stock received from the Company is either distributed by Holdings to certain members in redemption of their Holdings interests or sold on behalf of such members in open market transactions, with the proceeds of such sales distributed by Holdings to certain members in redemption of their Holdings interests. From 2011 through 2025, the Company issued 165,613,780 shares of common stock (with a fair value of $2.2 billion) to Holdings in exchange for an equivalent number of shares of member interests in IBG LLC.
N ature of Operations
As an automated broker, we execute, clear and settle trades globally for both institutional and individual customers. Capitalizing on our proprietary technology, our systems provide our customers with the capability to monitor multiple markets around the world simultaneously and to execute trades electronically in these markets at a low cost in multiple products and currencies from a single unified platform. We offer our customers access to all tradable classes of primarily exchange-listed products, including stocks, options, futures, forex, bonds, mutual funds, ETFs, precious metals, cryptocurrencies, and forecast contracts traded on more than 170 electronic exchanges and market centers in 40 countries and in 29 currencies around the world. The ever-growing complexity of multiple market centers has provided us with opportunities to build and continuously adapt our order routing software to secure excellent execution prices.
Since the launching of our electronic brokerage business in 1993, we have grown to approximately 4.4 million institutional and individual brokerage customers. We provide our customers with what we believe to be one of the most effective and efficient automated brokerage platforms in the industry.
We are able to provide our customers with high-speed trade execution at low commission rates, in large part because of our proprietary technology. As a result of our advanced automated brokerage platform, we are especially attractive to sophisticated and active investors.
Our customers can choose the following trading platforms to match their trading style and expertise:
 
• IBKR Trader Workstation SM (TWS) – TWS is our flagship desktop trading platform, designed for seasoned, active traders who trade multiple products and require power and flexibility. The TWS Mosaic interface provides intuitive out-of-the-box usability with quick and easy access to comprehensive trading, order management, chart, watchlist and portfolio tools all in a single, customizable workspace.

• IBKR Desktop – The IBKR Desktop trading platform was built from the ground up using leading edge technology and a fresh user interface design. This platform provides a clean, intuitive experience, making it easy for traders of all levels to navigate. It delivers the core functionalities of TWS while offering a highly customizable trading experience with a broad array of tools for technical and fundamental analysis, sophisticated charting capabilities and advanced order types, including conditional and algorithmic orders.

• IBKR Mobile – The IBKR Mobile app provides experienced traders powerful trading tools and the same market-moving information as our desktop TWS trading platform. Our mobile app provides the functionality needed to trade and manage accounts from anywhere.

• IBKR Client Portal – The IBKR Client Portal is an easy-to-use web-based platform that requires no downloads. It gives customers access to every resource they need to view, trade and manage their account all with a single login.

• IBKR GlobalTrader – IBKR GlobalTrader is a streamlined mobile app designed for investors who want an easy yet powerful way to trade around the world. With version 2.0, customers gain access to smarter tools, faster execution, and expanded features that make global investing simpler than ever. Deposit in local currency and trade stocks at 90+ exchanges and options at 30+ market centers around the world. Customers can also trade select U.S. stocks and ETFs around the clock.

• IBKR APIs – For our more sophisticated customers, IBKR APIs allows them to build custom trading applications and automate any part of the trading process to their specifications. We offer APIs for every experience level from our easy-to-use Excel API to our institutional grade FIX API.

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Our key product offerings include:
• IBKR Pro SM is the core IBKR service designed for sophisticated investors. IBKR Pro SM offers the lowest cost access to stocks, options, futures, forex, bonds, mutual funds, ETFs, precious metals and cryptocurrencies from a single unified platform with no added spreads, ticket charges, account minimums or platform fees.

• IBKR Lite SM provides unlimited commission-free trades on U.S. exchange-listed stocks and ETFs and low-cost access to global markets without required account minimums or platform fees to participating U.S. customers. IBKR Lite SM was designed to meet the needs of investors who are seeking a simple, commission-free way to trade U.S. exchange-listed stocks and ETFs and do not wish to consider our efforts to obtain greater price improvement through our IB SmartRouting SM system.

• IBKR Universal Account SM – From a single point of entry in their IBKR Universal 1 Account SM , our customers are able to transact in 29 currencies, across multiple classes of tradable, primarily exchange-listed products traded on more than 170 electronic exchanges and market centers in 40 countries around the world seamlessly. Our offering features a suite of cash management services, including:

• Request for Payment Service – Through this banking service, U.S. customers can make instant deposits, 24 hours a day, from their mobile banking app or other bank portal to fund their brokerage account with us. Funds deposited via Request for Payment are immediately available for trading. The service is available to customers with accounts at several major U.S. banks and, over time, other banks will be added.

• Non-U.S. Dollar Currency Deposits – We support a host of deposit types using local payment systems outside the U.S. to facilitate convenient account funding for non-U.S. customers.

• Direct Deposit and Mobile Check Deposit – Our Direct Deposit program allows customers to automatically deposit paychecks, pension distributions and other recurring payments to their (non-retirement) brokerage account with us. In addition, U.S. customers can use our Mobile Check Deposit to directly deposit checks drawn on a U.S. bank.

• Insured Bank Deposit Sweep Program – Our Insured Bank Deposit Sweep Program provides eligible customers with up to $5,000,000 of Federal Deposit Insurance Corporation (“FDIC”) insurance on their eligible cash balances ($10,000,000 for joint accounts) in addition to the existing $250,000 Securities Investor Protection Corporation (“SIPC”) coverage for total coverage of $5,250,000 ($10,250,000 for joint accounts). Customers continue earning the same competitive interest rates currently applied to cash held in their brokerage accounts with us. We sweep each participating customer’s eligible cash balances daily to one or more banks, up to $246,500 per bank, allowing for the accrual of interest and keeping within the FDIC protected threshold. Cash balances above $5,250,000 ($10,250,000 for joint accounts) remain subject to safeguarding under the SEC's Customer Protection Rule 15c3-3.

• Investors’ Marketplace SM – The Investors’ Marketplace SM is an electronic marketplace that brings together individual investors, financial advisors, money managers, fund managers, research analysts, technology providers, business developers and administrators, allowing them to interact to form connections and conduct business.

• Mutual Fund Marketplace – The Mutual Fund Marketplace offers our customers access to more than 50,000 mutual funds worldwide, including more than 20,000 no-transaction-fee funds from more than 500 fund families .

• Bond Marketplace – The Bond Marketplace allows customers to search for the best yields from a vast universe of over one million bonds from issuers in the Americas, Europe and Asia/Pacific. We provide direct market access at a low cost to a wide array of corporate, government and municipal securities. Our customers obtain competitive bids and offers with low, transparent commissions and no hidden mark-ups.

• Cryptocurrency – Customers of Interactive Brokers LLC, including both individuals and advisors, can trade Bitcoin (BTC), Ethereum (ETH), Litecoin (LTC), Bitcoin Cash (BCH) and more 2 through Paxos Trust Company or Zero Hash LLC, which execute, clear and custody the cryptocurrencies, alongside other asset classes on a single unified platform. In Hong Kong, customers can trade and hold BTC and ETH in their account with Interactive Brokers Hong Kong Limited (“IBHK”). Customers of Interactive Brokers (U.K.) Limited can trade BTC, ETH, LTC, and BCH through Paxos Trust Company.

1 U.S. regulations require securities and commodities activities to be conducted in separate accounts. Universal Account SM refers to the consolidation of these accounts for display purposes only, enabling customers the ability to use a single platform to conduct trading activity and view consolidated activity and position information for all products and services offered.

2 See https://www.interactivebrokers.com/lib/cstools/faq/#/content/182856890 for more information on the availability of cryptocurrencies for trading through our platform.

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• Forecast and Event Contracts – IBKR ForecastTrader SM is our web-based platform for trading forecast contracts from ForecastEx LLC (“ForecastEx”), a registered exchange with the Commodity Futures Trading Commission (“CFTC”) and our wholly-owned subsidiary, as well as event contracts on select CME futures markets. IBKR ForecastTrader SM allows customers to trade their opinion on a specific question with a “yes” or “no” outcome nearly 24 hours a day, Sunday through Friday, while earning an interest-like incentive coupon based on the daily closing price of each contract.

• Fractional Trading – Fractional Trading allows customers to buy and sell any eligible U.S., Canadian, or European stocks (or ETFs, where available), using either a specified cash amount or fractional shares, which are stock units that amount to less than one full share. With fractional shares, there is no minimum for European shares and customers can invest in U.S. shares with as little as $1.00. This functionality allows customers to experiment with trading and investing without committing substantial sums of money and learn about building and rebalancing diversified portfolios.

• Precious Metals

• U.S. Spot Gold – Customers can trade U.S. Spot Gold alongside other asset classes from a single unified platform. In addition, our customers have access to efficient pricing in quantities as small as one ounce and can request physical delivery of their U.S. Spot Gold position.

• London Unallocated Gold/Silver – Customers in Europe and the United Kingdom (“U.K.”) can gain exposure to gold and silver through our unallocated metals contracts.

• No Transaction Fee Program for Exchange - Traded Funds – We offer a no transaction fee program for ETFs that reimburses IBKR Pro SM customers and eligible non-U.S. customers for commissions paid on ETF shares held for at least 30 days.

• Overnight Trading Hours – Customers can trade over 10,000 U.S. stocks and ETFs, U.S. Equity Index futures and options, U.S. Treasurys, global corporate bonds, European government bonds, U.K. gilts, and Korean Stock Exchange (KSE) futures and options nearly 24 hours a day, five days a week, enabling them to react immediately to market-moving news and conveniently trade at almost any time. It also provides customers in Asia with access to the U.S. Equity markets during their trading day.

• Karta Visa Infinite Charge Card – A premium U.S. charge card designed for our customers who operate across borders and markets. The card seamlessly links to our customer’s account for monthly payments and gives our customers instant access to their cash anywhere in the world with no foreign transaction fees.

For all customers, our platform offers:
• Low Costs – We provide our customers with among the industry’s lowest overall transaction costs in two ways. First, we offer among the lowest execution, commission and financing costs in the industry. Second, our IBKR Pro SM customers benefit from our advanced routing of orders designed to achieve the best available trade price. In addition, customers earn interest on their uninvested cash balances above $10,000 (or the equivalent in foreign currency).

• IB SmartRouting SM – IB SmartRouting SM retains control of the customer’s order, continuously searches for the best available price and, unlike most other routers, dynamically routes and re-routes all or parts of a customer’s order to achieve optimal execution and among the lowest execution and commission costs in the industry. We offer Transaction Cost Analysis reporting to allow customers to track execution performance using multiple criteria. Our IBKR Pro SM customers benefit from our advanced order routing technology for all trades, while our IBKR Lite SM customers benefit from this technology for their trades in products not eligible for IBKR Lite SM .

• Automated Risk Controls – Throughout the trading day, we calculate margin requirements for each of our customers on a real-time basis across all product classes and across all currencies. Our customers are alerted to approaching margin violations and if a customer’s equity falls below what is required to support that customer’s margin, we attempt to automatically liquidate positions to bring the customer’s account into margin compliance. This is done to protect us, as well as the customer, from excessive losses.

• Flexible and Customizable System – Our platform is designed to provide an efficient customer experience, beginning with a highly automated account opening process and continuing through fast trade execution and reporting. Our sophisticated interface provides interactive real-time views of account balances, positions, profits or losses, buying power and “what-if” scenarios to enable our customers to more easily make informed investment decisions and trade effectively. Our system is configured to remember the user’s preferences and is specifically designed for multi-screen systems. When away from their main workstations, customers can conveniently access their accounts through our IBKR Mobile platforms.

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• Securities Financing Services – We offer a suite of automated Stock Borrow and Lending tools, including our depth of availability, transparent rates, global reach and dedicated service representatives. In addition, our Stock Yield Enhancement Program allows our customers to lend their fully-paid stock shares to us in exchange for cash or U.S. Treasury securities collateral. In turn, we lend these stocks in exchange for collateral and earn stock lending fees. We pay our customers interest on the collateral value generally equal to 50% of a market-based rate for lending the shares. This allows customers holding fully-paid long stock positions to enhance their returns.

• Global Outsourced Trading Desk – We offer broker-assisted trading through our Global Outsourced Trading Desk. The desk helps traders execute large or complex orders and monitors trades when customers are unable to do so. The desk sources liquidity, brings SPX market color from the exchange trading pit, offers price discovery services, and helps customers calibrate and execute complex algorithmic trading strategies.

• Automated Currency Conversions – Customers can execute trades in any of our supported currencies, even if they do not have the corresponding cash balance in that currency, and can elect us to automatically perform the necessary forex transaction to settle the trade.

• Recurring Investments – Customers can use our Recurring Investments tool to setup and execute a predetermined investment strategy by automatically investing funds on a recurring schedule. Customers can create recurring investments for almost any U.S., Canadian or European stock or ETF.

• Dividend Reinvestments – Customers can reinvest cash dividends into additional full or fractional shares of U.S. and Canadian shares of stock held in their account.

• IBKR Campus – IBKR Campus helps customers learn about the markets, products, and tools available through our platforms. IBKR Campus offers self-directed courses at the Traders’ Academy; live and recorded webinars; our Traders’ Insight market commentary blog; IBKR Podcasts, a podcast series featuring interviews with financial industry thought leaders; the IBKR Quant Blog; IBKR-API, the source for all IBKR API documentation; and the Student Trading Lab, which allows educators to bring real-world trading experiences to their classroom. In addition, we provide content to Coursera, an online provider of learning content, for a certificate program called Practical Guide to Trading .

• IBKR InvestMentor SM – IBKR InvestMentor is a new mobile microlearning app developed by our wholly-owned subsidiary, Interactive Academy LLC. IBKR InvestMentor is a fun and engaging way to learn about investing and personal finance. Designed for users at any stage of their financial journey, the app offers a clear and interactive path to understanding key financial concepts.

Promotional offerings include:
• IBKR Refer a Friend Program – Under the Refer a Friend program, we encourage existing customers to refer friends and family to IBKR. The referring customer can earn a flat fee payment of $200 while the new customer can receive up to $1,000 in IBKR stock. The specific program details and eligibility requirements are described on our website.

Analytical offerings on our platform include:
• IBKR GlobalAnalyst SM – IBKR GlobalAnalyst SM is designed for investors who are interested in new opportunities to diversify their portfolio and in discovering undervalued companies that may have greater growth potential. The tool’s World Map Screener lets customers easily find stocks that match their strategies from across a universe of over 70,000 stocks worldwide, while the World Data Screener lets customers compare the relative value of global stocks in the same currency and find new opportunities.

• Investment Themes – Investment Themes is an intuitive discovery tool that helps investors transform market trends into actionable trade ideas. Integrated across IBKR's powerful trading platforms, Investment Themes streamlines research by linking companies, products, competitors, and regions across the entire S&P 1500 universe.

• Connections – Connections gives investors a 360° view of the investment landscape surrounding any given stock. Customers can explore companies, thematic trends, forecast contracts, and sector-aligned ETF's, as well as tradable instruments like futures, options and bonds. Customers can also explore strategies tied to key economic indicators such as housing data and interest rates, to identify opportunities or hedge exposure.

• PortfolioAnalyst ® – Our PortfolioAnalyst ® reporting tool allows customers to consolidate, track and analyze their portfolios, offering multi-custody solutions, advanced reporting, global support, benchmarks, risk metrics, GIPS® verified returns and powerful on-the-go analytics. PortfolioAnalyst ® includes Allocation Goals, Retirement Planning, Tax Planning and Budgeting tools, and provides U.S.-based advisors with an AI Commentary Generator designed to help advisors with customer portfolio performance reporting, market updates and ticker-specific news.

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• IB Risk Navigator SM – We offer to all customers our real-time market risk management platform that unifies exposure across multiple asset classes around the globe. The system is capable of identifying overexposure to risk by starting at the portfolio level and drilling down into successively greater detail within multiple report views. Report data is updated every ten seconds or upon changes to portfolio composition. Predefined reports allow the summarization of a portfolio from different risk perspectives, providing views of Exposure, Value at Risk (“VaR”), Delta, Gamma, Vega and Theta, profit and loss, and position quantity measures. The system also offers customers the ability to modify positions through “what-if” scenarios that show hypothetical changes to the risk profile.

• Portfolio Builder – Portfolio Builder supports our customers in setting up an investment strategy based on research and rankings from top buy-side providers and fundamental data; use filters to define the universe of equities that will comprise their strategy and back-test their strategy using up to three years of historical performance; work in hypothetical mode to adjust the strategy until the historical performance meets their standards; and with the click of a button let the system create the orders to invest in a strategy and track its performance in their portfolio.

• Securities Lending Dashboard – The Securities Lending Dashboard is designed to help customers assess the short-selling activity for specific securities and inform trading decisions. The dashboard allows sophisticated individual and institutional investors, including hedge funds, to view an expanded universe of securities lending data across key metrics. The Securities Lending Dashboard complements IBKR’s Securities Loan and Borrow system, which is a fully automated and actionable self-service utility that lets customers search for availability of shortable securities from within IBKR trading platforms at no cost.

• Interactive Analytics SM and IB Option Analytics SM – We offer our customers state-of-the-art tools, which include a customizable trading platform, advanced analytic tools and over 100 sophisticated order types and algorithms. We also provide a real-time option analytics window that displays values reflecting the rate of change of an option’s price with respect to a unit change in each of several risk dimensions.

• Probability Lab ® – The Probability Lab ® provides customers with an intuitive, visual method to analyze market participants’ future stock price forecasts based on current option prices. This tool compares a customer’s stock price forecast versus that of the market and scans the entire option universe for the highest Sharpe ratio multi-leg option strategies that take advantage of the customer’s forecast.

• Goal Tracker – Interactive Advisors’ Goal Tracker projects the hypothetical performance of a portfolio and monitors how likely it is the portfolio might achieve the goal. Customers can adjust inputs, such as monthly contribution amount, goal target date, or the cost or outflow associated with the goal, to estimate the likelihood of achieving a goal.

• AI News Summaries – Customers have access to AI News Summaries that use generative AI to quickly summarize the key points of news published by select providers, saving time and allowing them to react rapidly to changing market conditions.

• Ask IBKR – Ask IBKR is an innovative AI-powered tool that lets customers interact with their portfolios using plain English. Ask IBKR provides fast, actionable insights directly inside the platform.

• Close Specific Lots – Close Specific Lots lets customers choose exactly which shares to sell to manage taxes, control risk, and follow an investment plan. Customers can reduce capital gains by selling higher-cost shares or realize losses to offset gains elsewhere. When holding both short- and long-term lots, they can select which to sell based on tax objectives. This control supports precise rebalancing and risk reduction without disrupting long-term positions and helps maintain a clear audit trail for reporting and compliance.

• Sustainable Investing Tools

• IMPACT by Interactive Brokers SM – IMPACT by Interactive Brokers SM (“IMPACT App”) is a unique, simple and intuitive mobile app that helps customers easily align their investment portfolio with their values. The IMPACT App is intended to allow customers to select their personal investment criteria from thirteen impact goals and principles and to exclude investments based on business practices they would like to avoid.

• Impact Dashboard – The Impact Dashboard is intended to help customers evaluate and invest in companies that align with their principles. Customers can select investments they care about and can measure how both individual securities and their overall portfolio measure up against their criteria.

• ESG Scores – ESG Scores from Refinitiv give customers a separate set of tools to help them make investment decisions. Companies are scored along several dimensions, such as reducing emissions and supporting human rights, and customers can easily see how companies rank both overall and on each dimension.

We cater to various customer groups with specific service needs.

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For advisors, we offer:
• Model Portfolios – Model Portfolios offer advisors an efficient and time-saving approach to investing customer assets. They allow advisors to create groupings of financial instruments based on specific investment themes, and then invest customer funds into these models.

• IBKR Allocation Order Tool – The IBKR Allocation Order Tool streamlines the creation, execution and allocation of group orders. The tool provides advisors with a single screen to enter trade allocations quickly across many customer accounts, advisors or strategies; allocate total quantity or cash quantity for user-specified values proportionally or equally; and modify orders or allocations on the fly. In addition, customers can use the Allocation Order Tool to project, preview and allocate trades to take advantage of potential capital losses for all or some of an advisor’s invested customers.

• Rebalance Tool – The Rebalance Tool lets advisors automatically rebalance all their accounts, a single sub-account or a user-defined Account Group, which includes a subset of accounts, by redistributing percentages of positions in their sub-portfolio(s) that make up the current net liquidation value.

• Commentary Generator – Our AI-powered Commentary Generator helps U.S.-based financial advisors streamline workflow and improve efficiency by creating customer-specific performance reports and summarizing the latest and ticker-specific news from select providers.

• Tax Loss Harvesting – Our Tax Loss Harvest tool helps advisors to potentially reduce their customers’ tax liabilities by harvesting losses across multiple assets for multiple customers at the same time.

• ESG Impact Profile – The ESG Impact Profile helps advisors understand customer preferences for socially responsible and impact investing. Advisors’ customers can select personal investment criteria from thirteen impact values and principles and exclude investments based on ten categories.

• IBKR Client Risk Profile – IBKR Client Risk Profile is designed to help advisors determine the most suitable investments for their customers, based on each customer’s risk tolerance. This information is collected through a custom-designed questionnaire. Advisors can view the scores through the Advisor Portal and create custom pre-trade allocation groups and profiles in Trader Workstation SM to place orders and allocate trades for customers with similar risk profiles.

• Custom Indexing – Custom Indexing allows advisors to create custom portfolios for their customers that directly hold the underlying securities of an index, rather than purchasing a traditional index fund. This gives advisors the ability to customize portfolios to align with specific investment objectives.

• Employee Plan Administrator SIMPLE IRA – The Employee Plan Administrator account allows U.S. advisors to offer self-employed individuals and companies of less than 100 employees a Savings Investment Match Plan for Employees Individual Retirement Account (“SIMPLE IRA”).

For hedge funds, we offer:
• High-Touch Prime Brokerage Services – We offer a High-Touch Prime Brokerage service for hedge funds, with benefits that include a dedicated Relationship Manager; access to experts in risk/margin, compliance, securities finance, corporate actions, proxy, clearing, transfers and tax; expedited request handling; and 24/5 access to a Global Outsourced Trading Desk for order execution.

For introducing brokers and advisors, we offer:
• White Branding – Our large financial advisor and broker-dealer customers may “white brand” our trading interface, account management and reports with their firm’s identity. Broker-dealer customers can also select from among our modular functionalities, such as order routing, trade reporting or clearing, on specific products or exchanges where they may not have up-to-date technology to offer to their customers a complete global range of services and products.

• Streamlined Client Service Program – The Streamlined Client Service Program offers a higher level of service for brokers and advisors who want to handle tasks for their customers, with a simplified process for approving funding requests and signing agreements. The full list of available tasks includes authorization to update or change account information, account settings, trading permissions, tax forms, banking and transfer instructions; authorization to vote shares and make elections regarding positions; authorization for special programs and alternative investments; and request to send electronic notices, confirmations, account statements and certain communications only to the broker or advisor.

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For customers looking for online advisory services, we offer:
• Interactive Advisors – Interactive Advisors evaluates and recruits registered financial advisors, analyzes their investment track records, and groups them by their risk profile. Investors who are interested in having their individual accounts robo-traded are grouped by their risk and return preferences. Investors can assign their accounts to be traded by one or more advisors. Interactive Advisors also offers our customers Smart Beta Portfolios which combine the benefits of actively managed fund stock selection techniques with passive ETFs low-cost automation to provide broad market exposure and potentially higher returns, as well as Socially Responsible Investing.

T echnology
Overview
Our proprietary technology is the key to our success. We believe that integrating our system with electronic exchanges and market centers worldwide results in transparency, liquidity and efficiencies of scale. Together with the IB SmartRouting SM system and our low execution costs, this approach reduces overall transaction costs to our IBKR Pro SM customers and, in turn, increases our transaction volume and profits (customers who elect to use our IBKR Lite SM offering do not take advantage of our IB SmartRouting SM technology). Over the past four decades, we have developed an integrated trading system and communications network, positioning our company as an efficient, high quality, and low-cost conduit for the global flow of risk capital across assets and product classes on electronic marketplaces. We believe developing, maintaining and continually enhancing our proprietary technology provides both customers and ourselves competitive advantages in adapting faster than our competitors to the industry's ever-changing environment and in pressing our advantages in opportunities presented by new exchanges, products pricing and regulatory changes.
Our proprietary technology infrastructure enables us to provide our customers with the ability to execute trades at among the lowest execution costs in the industry for comparable services. Customer trades are both automatically captured and reported in real time in our system. Our customers can trade on more than 170 electronic exchanges and market centers in 40 countries around the world. These exchanges and market centers are all partially or fully electronic, meaning that customers can buy or sell a product traded on that exchange via an electronic link from their computer or mobile device through our system to the exchange. We offer our products and services through a global communications network designed to provide secure, reliable and timely access to the most current market information. We provide our customers with a variety of means to connect to our brokerage systems, including cross connects, dedicated point-to-point data circuits, extranets, virtual private networks and the Internet.
Specifically, our customers receive electronic access worldwide via our Trader Workstation SM (real-time Java-based trading platform), our next-generation IBKR Desktop, our proprietary Application Programming Interface (“API”), our IBKR Mobile app, our Client Portal-based Quick Trade feature or industry standard Financial Information Exchange (“FIX”) connectivity. Customers requiring a professional quality trading application with a sophisticated user interface utilize our Trader Workstation SM , which is suitable for desktop platforms. Customers interested in developing programmatic trading utilize our API, which supports multiple programming languages. Large institutions with FIX infrastructure prefer to use our FIX solution for seamless integration of their existing order gathering and reporting applications.
While many brokerages rely on employees performing manual procedures to execute many day-to-day functions, we employ proprietary technology to automate, or otherwise facilitate, many of the following functions:
• account opening and funding;

• smart order routing, resulting in industry-leading execution quality;

• seamless trading across all types of securities, futures and currencies around the world from one account;

• diverse order types, algorithms and analytical tools offered to customers;

• securities lending and short stock availability;

• delivery of customer information, such as confirmations, customizable real-time account statements, audit trails and regulatory trade reporting;

• compliance;

• customer service; and

• risk management through automated real-time credit management of all new orders and margin monitoring.

As transaction volumes, customer accounts and supported asset classes continue to grow, we continually evaluate system capacity, scalability and resiliency to support our current and anticipated demand. These evaluations inform us of our technology investment priorities and infrastructure planning. We also assess technology enhancements in light of evolving regulatory requirements and market structure changes across jurisdictions in which we operate.

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Research and Development
One of our core strengths is our expertise in the rapid development and deployment of automated technology for the financial markets. Our core software technology is developed internally, and we do not generally rely on outside vendors for software development or maintenance. To achieve optimal performance from our systems and in response to changing market conditions, we continuously upgrade and improve our software. Use of the best available technology not only improves our performance but also helps us attract and retain talented developers. Our software development costs are relatively low, because the employees who oversee the development of the software are often the same employees who design the application, evaluate its performance, and guide our quality assurance professionals in executing robust quality assurance testing procedures. The involvement of our developers in each of these processes enables us to add features and further refine our software rapidly.
Our internally-developed, fully integrated trading and risk management systems are unique and transact across all product classes. These systems have the flexibility to assimilate new trading venues and new product classes without compromising transaction speed or fault tolerance. Fault tolerance, or the ability to maintain system performance despite trading venue malfunctions or hardware failures, is crucial to ensuring best possible executions for our customers. Our systems are designed to detect trading venue malfunctions and quickly take corrective action by rerouting pending orders when possible.
Our company is technology-focused, and our management team is both hands-on and technology savvy. Most members of the management team participate in algorithm design and supervise the creation of detailed specifications for new applications. The development queue is prioritized and highly disciplined. Progress on programming initiatives is generally tracked on a bi-weekly basis by the Steering Committee and other committees consisting of senior executives. This enables us to prioritize key initiatives and achieve rapid results. All new business involves a software development project. We generally do not engage in any business unless we can achieve significant cost and performance advantages by leveraging automation throughout the business process.
We achieve a rapid software development cycle by leveraging a highly integrated, object-oriented development environment. The software code is modular, with each object providing a specific function while being reusable across multiple applications. New software releases are tracked and tested with proprietary automated testing tools. We are not hindered by disparate and often limiting legacy systems assembled through acquisitions.
For the past four decades, we have built and continuously refined our automated and integrated, real-time systems for trading, risk management, clearing and cash management, among others. We have also assembled a proprietary connectivity network between our infrastructure and the global financial ecosystem. Efficiency and speed in performing key prescribed functions are always crucial requirements for our systems. As a result, our systems assimilate market data, disseminate market prices to customers and update risk management information in real time, across tradable products and classes around the globe.
We continually monitor developments in emerging technologies, including in the field of Artificial Intelligence (“AI”), to evaluate applications, systems and services with potential to enhance development efficiency or improve performance, risk management or our customer experience. Any such technologies are evaluated within our existing development, testing and governance frameworks. As part of our technology development and infrastructure planning activities, we continue to enhance our disaster recovery and business continuity capabilities. During 2025, we made measurable progress in this area, and disaster preparedness will remain a focus in 2026 as we continue evaluating system capacity, resiliency and operational readiness.
Transaction Processing
Our transaction processing is automated over the full life cycle of a trade. Our fully automated IB SmartRouting SM system searches for the best possible combination of prices available at the time a customer order is placed and immediately seeks to execute the order electronically or send it where the order has the highest probability of execution at the best price. At the exchanges and market centers where our market making business continues to operate, our software generates and disseminates continuous bid and offer quotes on tradable, exchange-listed products.
When an order is executed, our systems capture and deliver this information back to the source, either to the customer via the brokerage system or to the market making system, generally within a fraction of a second. Simultaneously, the trade record is written into our clearing system, where it flows through a chain of control accounts allowing us to reconcile trades, positions and money until the final settlement occurs. Our integrated software tracks other important activities, such as dividend distributions, corporate actions, options exercises, securities lending, margining, risk management, and funds receipt and disbursement.

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IB SmartRouting SM
At the time an order is placed, IB SmartRouting SM searches for the best destination price in view of the displayed prices, sizes and accumulated statistical information about the behavior of market centers, then immediately seeks to execute that order electronically. Unlike other smart routers, IB SmartRouting SM never relinquishes control of the order, and constantly consumes data in search of the best price. It continuously evaluates fast-changing market conditions and dynamically reroutes all or parts of the order seeking to achieve optimal execution. For example, for U.S. options, IB SmartRouting SM can represent each leg of a spread order independently, if needed, and, in that event, enters each leg as an individual order at the best possible venue. IB SmartRouting Autorecovery SM reroutes a customer’s U.S. options order in the case of an exchange malfunction, while we absorb any risk of double executions. In addition, IB SmartRouting SM checks each new order to see if it could be executed against any existing orders resting in our automated Alternative Trading System (“ATS”). As more exchanges and market centers come online, as trading hours for products continue to expand, and as our systems continue to attract more users, IB SmartRouting SM and IBKR ATS facilities become ever more important for our customers.
C learing and Margining
Our activities in the U.S. are entirely self-cleared. We are a clearing member of OCC (formerly known as the Options Clearing Corporation), The Depository Trust and Clearing Corporation, the Chicago Mercantile Exchange Clearing House, ICE Clear U.S., CBOE Clear U.S. and Nodal Clear. Globally, we are fully or partially self-cleared in Canada, the United Kingdom, Switzerland, France, Germany, Belgium, Austria, the Netherlands, Spain, Norway, Sweden, India, Hong Kong, Japan and Australia. Additionally, we are members of ForecastEx, a CFTC-registered Designated Contract Market and Derivatives Clearing Organization.
R isk Management Activities
Our risk management policies are developed and implemented by our Steering Committee, which is chaired by our Chief Executive Officer and comprised of senior executives of our various operating subsidiaries. The core of our risk management philosophy is the utilization of our fully integrated computer systems to perform critical risk-management activities on a real-time basis. Our integrated risk management seeks to ensure that each customer’s positions are continuously credit checked and brought into compliance if equity falls short of margin requirements, curtailing bad debt losses.
We calculate margin requirements for each of our customers on a real-time basis across all product classes (stocks, options, futures, forex, bonds, mutual funds, ETFs and other financial instruments) and across all currencies. Recognizing that our customers generally are experienced investors, we expect our customers to manage their positions proactively, and we provide tools to facilitate our customers’ position management. However, if a customer’s equity falls below what is required to support that customer’s margin, we will automatically liquidate positions on a real-time basis to bring the customer’s account into margin compliance. We do this to protect ourselves, as well as the customer, from excessive losses. These systems further contribute to our low-cost structure. The entire credit management process is automated.
As a safeguard, all liquidations are displayed on custom built liquidation monitoring screens that are part of the toolset our risk management professionals use to minimize market exposure. In addition, our risk management staff uses these displays to monitor the performance of our risk systems at all times across all open markets around the world. Should our systems absorb erroneous market data from exchanges that prompt liquidations, our risk specialists have the capability to temporarily halt liquidations that meet specific criteria. The liquidation halt function is highly restricted.
Our customer interfaces include color coding on the account screen and pop-up warning messages to notify customers that they are approaching their margin limits. This feature allows customers to take action, such as entering margin reducing trades, to avoid having their positions liquidated under our automated liquidation algorithm. These tools and real-time margining aid our customers in understanding their trading risk at any moment of the day and help us maintain low commissions.
We actively manage our global currency exposure on a continuous basis by maintaining our equity in a basket of currencies we call the GLOBAL. We define the GLOBAL as consisting of fractions of a U.S. dollar, Euro, Japanese yen, British pound, Swiss franc, Chinese renminbi, Indian rupee, Canadian dollar, Australian dollar and Hong Kong dollar. The currencies comprising the GLOBAL and their relative proportions can change over time. Additional information regarding our currency diversification strategy is set forth in “Quantitative and Qualitative Disclosures about Market Risk” in Part II, Item 7A of this Annual Report on Form 10-K.
With respect to our remaining market making activities, we employ certain hedging and risk management techniques to protect us from a severe market dislocation. Our automated system evaluates and monitors the risks inherent in our portfolio, assimilates market data and reevaluates the outstanding quotes in our portfolio many times per second. Our model automatically rebalances our positions throughout each trading day to manage risk exposures. Under risk management policies implemented and monitored primarily through our computer systems, reports to management, including risk profiles, profit and loss analysis and trading performance, are prepared on real-time and periodical bases. Although our remaining market making activities are completely automated, the trading process and risk exposures are monitored by a team of individuals who, in real-time, observe various risk parameters of our consolidated positions.

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Operational Risk and Controls
We manage the operational risk inherent in our business and limit potential exposure to operational incidents by maintaining robust and comprehensive controls. Our control environment is designed to ensure that services and controls are resilient during periods of operational stress (e.g., extreme market volatility) and business disruptions. These controls are periodically assessed for both design appropriateness and operating effectiveness by our Enterprise Risk Management and Internal Audit functions. In addition, an Independent Service Auditor annually examines our brokerage operations system and the suitability of the design and operating effectiveness of the related controls (System and Organizational Controls 1 Report).
We have automated the full cycle of controls surrounding our businesses. Key automated controls include the following:
• Our technical operations team continuously monitors our network and the proper functioning of each of our nodes (exchanges and market centers, internet service providers (“ISPs”), leased customer lines and our own data centers) around the world.

• Our real-time credit manager software provides pre- and post-execution controls by:

• testing every customer order to ensure that the customer’s account holds enough equity to support the execution of the order, rejecting the order if equity is insufficient or directing the order to an execution destination without delay if equity is sufficient; and

• continuously updating a customer account’s equity and margin requirements and, if the account’s equity falls below its minimum margin requirements, automatically issuing liquidating orders in a smart sequence designed to minimize the impact on the account’s equity.

• Our clearing system captures trades in real-time and performs automated reconciliation of trades and positions, corporate action processing, customer account transfer, options exercise, securities lending and inventory management, allowing us to effectively manage operational risk.

• Our accounting system operates with automated data feeds from clearing and banking systems, allowing us to produce financial statements for all parts of our business every day by mid-day on the day following trade date.

• Our market making system continuously evaluates securities and futures products in which we provide bid and offer quotes and changes our bids and offers in such a way as to maintain an overall hedge and a low-risk profile. The speed of communicating with exchanges and market centers is maximized through continuous software and network engineering maintenance, thereby allowing us to achieve real-time controls over market exposure.

C ustomers
Our customers primarily fall into two groups based on services provided, both of which take advantage of our low commissions as well as our best price execution. Cleared customers, the large majority of our customers, use our trade execution and clearing services, low financing rates, high interest paid (when benchmark rates are sufficiently above zero) and, under our IBKR Lite SM offering, commission-free trades. Non-cleared customers, including trading firms that provide liquidity in our ATS, use our trade execution services while clearing with another prime broker or a custodian bank.
We currently service approximately 4.4 million cleared customer accounts and have customers residing in over 200 countries and territories around the world. Our target customer is one who requires the latest in trading technology and worldwide access, and who expects low overall transaction and financing costs and market rate interest on uninvested cash balances. Our customers are mainly comprised of individuals, trading desk professionals, retail brokers, hedge funds, mutual funds, financial advisors, proprietary trading firms, and introducing brokers and banks that require global access. No single customer represented more than 2% of our commissions in 2025.
H uman Capital
As of December 31, 2025, we had 3,182 employees in 24 cities across 16 countries. We remain committed to helping our employees thrive, enabling them to drive our business forward.

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Social Initiatives
The 2025 IBKR Engagement Survey demonstrated a strong and growing culture of trust and transparency, with a 90% employee participation rate, an increase of 20% over the prior year, highlighting employees’ confidence in our commitment to meaningful progress. For the second consecutive year, the highest-rated survey question reflected employees’ strong belief in our business model, reinforcing alignment with our strategy and long-term direction. Survey results were shared openly with all employees, and a clear action plan was developed with our leaders to address common themes and feedback. At IBKR, we view employee experience as a critical priority, and the engagement survey remains an essential tool for listening to our workforce and staying closely connected to what matters most to our people.
Our Mentorship Program continues to foster connection and career development across our global workforce. The program engaged over 250 participants this year, spanning 20 locations and 30+ departments, facilitating knowledge sharing and cross-functional collaboration.
Our 10-week Summer Internship Program is a critical talent pipeline. After receiving over 12,000 applications, we hosted 53 interns at our Greenwich and Chicago offices from 34 universities. Through project work, leadership exposure, and industry training, the program consistently converts early career talent into full-time employees.
We continue to support our employees and the communities where we operate on a global scale. Our employees contribute to important causes through our corporate giving program, which is matched by IBKR.
Employee and Leadership Development
We provide all employees with learning tools that support their professional and personal growth. In 2025, our internal learning platform grew to over 1,200 on-demand courses. We enhanced our Employee Development program, allowing employees and managers to select from instructor-led training sessions tailored to their development priorities. We also provided new tools to showcase potential career pathways and job mobility opportunities.
Additionally, we launched comprehensive AI training and learning resources to equip employees with the skills to confidently and creatively leverage AI tools in their work. We expanded our financial literacy initiatives, providing employees with access to live events, educational materials, and specialized courses to support their personal financial well-being. Additionally, we maintain a comprehensive global mandatory training program covering critical areas, including Anti-Money Laundering, Sanctions and Cybersecurity, to fulfill essential operational and regulatory requirements.
Our People
Our people are fundamental to our business. We prioritize a merit-based culture and are focused on attracting, retaining, and developing a global workforce across diverse communities and geographic markets.
 
Our total rewards strategy is designed to deliver highly competitive compensation and benefits across our global locations, supporting the physical, emotional, and financial wellbeing of our employees. Many benefit programs are organized locally to ensure alignment with market competitive practices and statutory requirements, including medical coverage and pension plans. In addition, we offer global benefits intended to reinforce our culture and support employee engagement, including the following:

• Stock Incentive Plan: We maintain a stock incentive plan under which we grant equity awards to employees on an annual basis. Equity-based compensation aligns employee interests with long-term performance of IBKR by linking a portion of total compensation to stock ownership and company results.

 
• Global Employee Assistance Program (“EAP”): We provide employees and their families with access to a global Employee Assistance Program offering 24/7 confidential mental health and wellness support services.

 
• IBKR Fit: We introduced a global fitness center benefit to support and motivate employee physical wellness.

Where applicable, we fund all or a portion of healthcare premiums to reduce the costs for employees. We provide paid parental leave for all employee parents and sponsor locally administered benefits in numerous global locations, including adoption and fertility benefits and childcare support. In addition, we support employee resource groups and internal social communities across the Company.
Sustainability
Our sustainability initiatives are driven by the strategies led by our Board and are implemented throughout the Company. In 2025, we expanded our Sustainability Report, consistent with the Task Force on Climate-Related Financial Disclosures (“TCFD”), which outlines our approach to climate related risk under governance, strategy, risk management and metrics. In addition, we expanded our assessment of Greenhouse Gas (“GHG”) under Scope 1, Scope 2 and material Scope 3 emissions and expect to present the results in our 2025 Sustainability Report.

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We have procured renewable power sources for all our offices through direct renewable energy or through the purchase of renewable energy certificates. We use third-party providers for data centers. Globally, where possible, our data centers use renewable power provided directly through the landlord or via renewable energy certificates. Annually, we assess current and best practices when reviewing our efficiency measures.
The contents of our Sustainability Report are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC. Our Sustainability Report can be found on our website.
C ompetition
The market for brokerage services is rapidly evolving and highly competitive, and we expect it to remain so. The environment in which we operate has a broad array of competitors ranging from large integrated banks to online brokers to new entrants. Our primary competitors, both in the U.S. and abroad, are other companies that provide brokerage, prime brokerage, and financial advisor and introducing broker products and services. We compete based on numerous factors, including quality of transaction execution, customer experience, products and services, technological excellence and innovation, reputation, global access, and price, including commissions and interest rates. Since our inception, we have been transforming the brokerage business through automation and innovation, with software development, product improvement, expansion of products and geographies, and management focus dedicated to this mission. We believe these are significant differentiators that set us apart from our competitors.
We experience competition in hiring and retaining qualified employees. The market for qualified personnel in our business is highly competitive and, at various times, the demand in the market for different functions and roles can become especially high, which may oblige us to pay more to attract and retain talent. We also compete on non-monetary forms of compensation, providing what we believe to be a robust set of benefits to our employees.
R egulation
Our financial services businesses are extensively regulated by U.S. federal and state regulators, foreign regulatory agencies, and numerous exchanges and self-regulatory organizations of which our subsidiaries are members. In the current era of heightened regulation of financial institutions, we expect to incur increasing compliance costs, along with the industry as a whole. Our approach has been to build many of our regulatory and compliance functions into our integrated order routing, custodial, customer onboarding and transaction processing systems, and augment these systems with experienced staff members.
Overview
As registered U.S. broker-dealers, Interactive Brokers LLC (“IB LLC”), IBKR Securities Services LLC (“IBKRSS”) and Interactive Brokers Corp. are subject to the rules and regulations of the Exchange Act, and as members of various exchanges, we are also subject to such exchanges’ rules and requirements. Additionally, IB LLC is subject to the Commodity Exchange Act and rules promulgated by the CFTC and the various commodity exchanges of which it is a member. We are also subject to the requirements of various self-regulatory organizations such as the Financial Industry Regulatory Authority (“FINRA”), the Chicago Mercantile Exchange (“CME”) and the National Futures Association (“NFA”). ForecastEx, an exchange and clearinghouse for forecast contracts, is registered with the CFTC as a Designated Contract Market and Derivatives Clearing Organization. Our foreign subsidiaries are similarly regulated under the laws and institutional frameworks of the countries in which they operate.
U.S. broker-dealers and futures commission merchants are subject to laws, rules and regulations that cover all aspects of the securities and derivatives business, including:
• sales methods;

• “know your customer” requirements;

• anti-money laundering requirements;

• trade practices;

• use and safekeeping of customers’ funds and securities;

• capital structure;

• risk management;

• record-keeping;

• financing of customers’ purchases; and

• conduct of directors, officers and employees.

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In addition, the businesses that we may conduct are limited by our arrangements with and our oversight by regulators. Participation in new business lines, including trading of new products or participation on new exchanges or in new countries often requires governmental and/or exchange approvals, which may take significant time and resources. As a result, we may be prevented from entering new businesses that may be profitable in a timely manner, or at all.
As certain of our subsidiaries are members of FINRA, we are subject to certain regulations regarding changes in control of our ownership. FINRA Rule 1017 generally provides that FINRA approval must be obtained in connection with any transaction resulting in a change in control of a member firm. FINRA defines control as ownership of 25% or more of the firm’s equity by a single entity or person and would include a change in control of a parent company. As a result of these regulations, our future efforts to sell shares or raise additional capital may be delayed or prohibited by FINRA.
Net Capital Rule
The SEC, FINRA, CFTC and various other regulatory agencies within the U.S. have stringent rules and regulations with respect to the maintenance of specific levels of net capital by regulated entities. Generally, a broker-dealer’s capital is its net worth plus qualified subordinated debt less deductions for certain types of assets. The Net Capital Rule requires that at least a minimum part of a broker-dealer’s assets be maintained in a relatively liquid form.
If these net capital rules are changed or expanded, or if there is an unusually large charge against our net capital, our operations that require the intensive use of capital would be limited. A large operating loss or charge against our net capital could adversely affect our ability to expand or even maintain these current levels of business, which could have a material adverse effect on our business and financial condition.
The U.S. regulators impose rules that require notification when net capital falls below certain predefined criteria. These rules also dictate the ratio of debt-to-equity in the regulatory capital composition of a broker-dealer and constrain the ability of a broker-dealer to expand its business under certain circumstances. If a firm fails to maintain the required net capital, it may be subject to suspension or revocation of registration by the applicable regulatory agency, and suspension or expulsion by these regulators could ultimately lead to the firm’s liquidation. Additionally, the Net Capital Rule and certain FINRA rules impose requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior notice to U.S. regulators and approval from FINRA for certain capital withdrawals.
Our foreign subsidiaries are similarly regulated with regard to capital requirements in support of their brokerage activities.
As of December 31, 2025, aggregate excess regulatory capital for all of the operating subsidiaries was $14.1 billion.
IB LLC is subject to the Uniform Net Capital Rule (Rule 15c3-1) under the Exchange Act and to the CFTC’s minimum financial requirements (Regulation 1.17) under the Commodities Exchange Act. Additionally, Interactive Brokers Canada Inc. (“IBC”) is subject to the Canadian Investment Regulatory Organization (“CIRO”) risk adjusted capital requirement; Interactive Brokers (U.K.) Limited (“IBUK”) is subject to the United Kingdom’s (“U.K.”) Financial Conduct Authority (“FCA”) financial resources requirement; Interactive Brokers Ireland Limited (“IBIE”) is subject to the Central Bank of Ireland (“CBI”) financial resources requirement; IBKR Financial Services AG (“IBKRFS”) is subject to the Swiss Financial Market Supervisory Authority (“FINMA”) eligible equity requirement; Interactive Brokers (India) Private Limited (“IBI”) is subject to the National Stock Exchange of India net capital requirements; Interactive Brokers Hong Kong Limited (“IBHK”) is subject to the Hong Kong Securities and Futures Commission (“SFC”) financial resource requirement; Interactive Brokers Securities Japan, Inc. (“IBSJ”) is subject to the Japanese Financial Services Agency (“FSA”) capital requirements; Interactive Brokers Singapore Pte. Ltd. (“IBSG”) is subject to the Monetary Authority of Singapore (“MAS”) capital requirements; and Interactive Brokers Australia Pty Limited (“IBA”) is subject to the Australian Securities Exchange (“ASX”) liquid capital requirement.
The table below summarizes capital, capital requirements and excess regulatory capital as of December 31, 2025.
 

 

 

Net Capital/

 

 

 

 

 

 

 

 

 

 

 

Eligible Equity

 

 

Requirement

 

 

Excess

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IB LLC

 

$

 

10,609

 

 

$

 

1,785

 

 

$

 

8,824

 

IBHK

 

 

 

1,685

 

 

 

 

547

 

 

 

 

1,138

 

IBIE

 

 

 

1,698

 

 

 

 

403

 

 

 

 

1,295

 

Other regulated operating subsidiaries

 

 

 

2,986

 

 

 

 

192

 

 

 

 

2,794

 

 

$

 

16,978

 

 

$

 

2,927

 

 

$

 

14,051

 

 
As of December 31, 2025, all of the operating subsidiaries were in compliance with their respective regulatory capital requirements. For additional information regarding our net capital requirements see Note 16 – “Regulatory Requirements” to the audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

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Protection of Customer Assets
To conduct customer activities, IB LLC is obligated under rules mandated by its primary regulators, the SEC and the CFTC, to segregate cash or qualified securities belonging to customers. In accordance with the Securities Exchange Act of 1934, IB LLC is required to maintain separate bank accounts for the exclusive benefit of customers. In accordance with the Commodity Exchange Act, IB LLC is required to segregate all monies, securities and property received from commodities customers in specially designated accounts. IBC, IBUK, IBIE, IBI, IBHK, IBSJ, IBSG and IBA are subject to similar requirements within their respective jurisdictions.
To further enhance the protection of our customers’ assets, IB LLC performs daily (i.e., instead of the required weekly) customer reserve computations along with daily adjustments of the money set aside in safekeeping for our customers.
Supervision and Compliance
Our Compliance department supports and seeks to ensure proper operations of our business in accordance with applicable regulatory requirements. The philosophy of the Compliance department, and the Company as a whole, is to build automated systems to try to minimize manual steps in the compliance process and then to augment these systems with experienced staff members who apply their judgment where needed. We have built automated systems to handle wide-ranging compliance issues such as trade and audit trail reporting, financial operations reporting, enforcement of short sale rules, enforcement of margin rules and pattern day trading restrictions, recording and review of employee correspondence, archival of required records, execution quality and order routing reports, approval and documentation of new customer accounts, surveillance of customer trading for market manipulation or abuse or violations of exchange rules, and anti-money laundering and anti-fraud surveillance in line with our anti-money laundering policies. Our automated operations and automated compliance systems provide substantial efficiencies to our Compliance department. As part of this continuing effort, we have implemented a robust case management and surveillance system and increased our Compliance staffing over the past several years to meet the growing regulatory burdens faced by all industry participants.
Our brokerage subsidiaries have Chief Compliance Officers who report to the Chief Executive Officer or business head for their subsidiary, and to the Global Chief Regulatory Officer (or regional Compliance Head). In the U.S., the Chief Compliance Officer and certain other senior staff members are FINRA and NFA registered principals with supervisory responsibility over the compliance aspects of our businesses. Similar roles are undertaken by staff in certain non-U.S. locations as well. Staff members in the Compliance department and in other departments are also registered with FINRA, NFA or other regulatory organizations.
Communications
The SEC, FINRA and CFTC have stringent rules and regulations requiring broker-dealers to preserve all written communications related to the Company’s business. Under these rules, firms are required to enforce internal policies and supervise their employees and prevent them from using unapproved communication methods, including personal text messages, WhatsApp, and other messaging platforms, to communicate about the Company’s business, unless the Company retains those communications. If a firm fails to use approved communication methods and preserve off-channel electronic communications, it may be subject to fines and other disciplinary action.
We send and retain text messages, emails, and other written communications on a variety of approved applications and platforms as part of our regular business, and we have procedures in place to retain written communications made through other channels necessary for business purposes. As such, the Company has a Business Communication Policy in place and requires all employees to certify that they have read and agreed to only send and receive written electronic communications related to the business of the Company through Company-approved channels.
Patriot Act and Increased Anti-Money Laundering (“AML”) and “Know Your Customer” Obligations
Registered broker-dealers traditionally have been subject to a variety of rules that require that they “know their customers” and monitor their customers’ transactions for suspicious activities. Under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA Patriot Act”), broker-dealers are subject to even more stringent requirements. Likewise, the SEC, CFTC, foreign regulators, and the various exchanges and self-regulatory organizations, of which our operating subsidiaries are members, have passed numerous AML and customer due diligence rules. Significant criminal and civil penalties can be imposed for violations of the USA Patriot Act, and significant fines and regulatory penalties can also be imposed for violations of other governmental and self-regulatory organization AML rules.

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As required by the USA Patriot Act and other rules, we have established comprehensive AML and customer identification procedures, and designated AML Compliance Officers for each brokerage subsidiary; and we provide formal AML training to our AML, customer facing, and other relevant employees, and conduct regular independent audits of our AML programs. Our AML screening is conducted using a mix of automated and manual reviews and has been structured to comply with regulations in various jurisdictions. We collect required information through our new account opening process and screen accounts against databases for the purposes of identity verification and for review of potential negative information and appearance on government sanction lists, including the Office of Foreign Assets and Control, Specially Designated Nationals and Blocked Persons lists and several other global, United Nations, European Union (“EU”) and other non-U.S. sanction lists. Additionally, we have designed and implemented restrictions to prevent certain types of high-risk activity, including potentially manipulative patterns of trading or higher risk patterns of money movement. We generate and review a sophisticated suite of surveillance reports and queues to identify potential money laundering, market manipulation or abuse, fraud and other suspicious activities.
Dodd-Frank Reform Act
The Dodd-Frank Wall Street Reform and Consumer Protection Act imposes strict reporting and disclosure requirements on the financial services industry. We maintain a robust system for evidence of our supervisory review of controls over financial reporting and management monitors accounting and regulatory rulemaking developments for their potential effect on our financial statements and internal controls over financial reporting.
Business Continuity Planning
Federal regulators and industry self-regulatory organizations require regulated firms to maintain business continuity plans that describe what actions firms would take in the event of a disaster (such as a fire, natural disaster, climate-related event or terrorist incident) that might significantly disrupt operations. We have developed business continuity plans that describe steps that we and our employees would take in the event of various scenarios. We have built backup capabilities for key operations performed at our regional offices in North America, Europe and Asia that would be utilized in the event of a significant outage at our main data center or primary office locations. In addition, we continue to strengthen our technical infrastructure and have built redundancy of systems so that most operations and critical job functions can be handled from multiple offices or remotely.
Foreign Regulation
Our international subsidiaries are subject to extensive regulation in the various jurisdictions where they have operations. The most significant of our international subsidiaries are: IBC, registered to do business in Canada as an investment dealer; IBUK, registered to do business in the U.K. as a broker; IBIE, registered in Ireland as an investment firm; IBKRFS, registered to do business in Switzerland as a securities dealer; IBI, registered to do business in India as a stock broker; IBHK, registered to do business in Hong Kong as a securities dealer; IBSJ, registered in Japan as a financial instruments firm; IBSG, registered in Singapore as a capital markets firm; and IBA, registered to do business in Australia as a securities dealer and futures broker. See the “Net Capital” section above in this Item 1, for regulatory requirements related to our foreign subsidiaries.
 

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ITEM 1A. R ISK FACTORS
We face a variety of risks that are substantial and inherent in our businesses, including market, liquidity, credit, operational, legal and regulatory. In addition to the risks identified elsewhere in this Annual Report on Form 10-K, the following is a summary of the risk factors that apply to our business results of operations and financial condition. Please read the detailed discussion of these risks following the summary.
Risks Related to Our Company Structure
• Future sales of our common stock in the public market could lower our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.

• Control by Mr. Thomas Peterffy of a majority of the combined voting power of our common stock may give rise to conflicts of interests and could discourage a change of control that other stockholders may favor, which could negatively affect our stock price, and adversely affect stockholders in other ways.

• We depend on IBG LLC to distribute cash to us in amounts sufficient to pay our tax liabilities and other expenses.

• We are required to pay Holdings for the benefit relating to additional tax depreciation or amortization deductions we claim as a result of the tax basis step - up our subsidiaries received in connection with our initial public offering (“IPO”) and certain subsequent redemptions of Holdings membership interests.

• Certain provisions in our amended and restated certificate of incorporation may prevent efforts by our stockholders to change our direction or management.

Risks Related to Our Business
• Macroeconomic, geopolitical and other challenges and uncertainties could have a negative impact on our business.

• Our business could be harmed by a systemic market event.

• Damage to our reputation could harm our business.

• The impact of a public health emergency may have a material adverse impact on our business and results of operations.

• Our future success will depend on our response to the demand for new services, products and technologies.

• The loss of our key employees would materially adversely affect our business.

• We may not always pay dividends on our common stock.

• Our direct market access clearing and non - clearing brokerage operations face intense competition.

• We are subject to potential losses as a result of our clearing and execution activities.

• We are exposed to risks associated with our international operations.

• We are subject to counterparty risk whereby defaults by parties with whom we do business can have an adverse effect on our business, financial condition and results of operations.

• Any future acquisitions may result in significant transaction expenses, integration and consolidation risks and risks associated with entering new markets, and we may be unable to profitably operate our consolidated company.

• Because our revenues and profitability depend on trading volume and interest rate levels, they are prone to significant fluctuations and are difficult to predict.

• We may incur material trading losses from our market making activities.

• Reduced spreads in securities pricing, levels of trading activity and trading through market makers could harm our business.

• We may incur losses in our market making activities in the event of failures of our proprietary pricing model.

• The valuation of the financial instruments we hold may result in large and occasionally anomalous swings in the value of our positions and in our earnings in any period.

• We are exposed to losses due to lack of perfect information.

• Rules governing designated market makers may require us to make unprofitable trades or prevent us from making profitable trades.

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• Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks.

Risks Related to Laws, Regulations and Litigation
• Our future efforts to sell shares or raise additional capital may be delayed or prohibited by regulations.

• Regulatory and legal uncertainties could harm our business.

• We are subject to risks relating to litigation and potential securities laws liability.

• Heightened regulatory and legislative requirements and changes in the U.S. and globally have increased our compliance, regulatory and other risks and costs.

• There are emerging legal and regulatory risks related to prediction markets that could harm our business.

• We may incur additional tax expense or become subject to additional tax liabilities.

Risks Related to Our Intellectual Property, Technology, Cybersecurity and Data Privacy
• We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our business.

• Our reliance on our computer software could cause us great financial harm in the event of any disruption or corruption of our computer software. We may experience technology failures while developing our software.

• We depend on our proprietary technology, and our future results may be impacted if we cannot maintain technological superiority in our industry.

• We do not have fully redundant systems. System failures could harm our business.

• Failure of third-party systems on which we rely could adversely affect our business.

• Internet - related issues may reduce or slow the growth in the use of our services in the future.

• We could be the target of a cyber-attack or experience a cybersecurity incident that impairs internal systems, degrades services we provide to customers, or results in a data compromise, causing reputational or monetary damages as a consequence.

• We are subject to stringent and complex data privacy rules. Failure to comply with these rules could have an adverse effect on our business, financial condition, and results of operation.

Risks Related to Cryptocurrency
• We rely on third-party Cryptocurrency Service Providers (“CSPs”) to provide our customers the ability to access cryptocurrency trading and custody services.

• A data breach at a CSP may result in irreversible losses, which would adversely affect our customers and our business.

• We may encounter technical issues which would result in disruption or interruption of our customers’ access to their CSP accounts.

• Changes in laws and regulations regarding cryptocurrency may negatively impact our ability to enable our customers to buy, hold and sell cryptocurrencies in the future and may adversely affect our business.

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Risks Related to Our Company Structure
Future sale s of our common stock in the public market could lower our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.
The members of Holdings have the right to cause the redemption of their Holdings membership interests over time in connection with offerings of shares of our common stock. We intend to sell additional shares of common stock in public offerings in the future, which may include offerings of our common stock to finance future purchases of IBG LLC membership interests which, in turn, will finance corresponding redemptions of Holdings membership interests. These offerings and related transactions are anticipated to occur at least annually into the future. The size and occurrence of these offerings may be affected by market conditions. We may also issue additional shares of common stock or convertible debt securities to finance future acquisitions or business combinations. We currently have approximately 445.4 million outstanding shares of common stock. Assuming no anti-dilution adjustments based on combinations or divisions of our common stock, the offerings referred to above could result in the issuance by us of up to an additional approximately 1,250.7 million shares of common stock. It is possible, however, that such shares could be issued in one or a few large transactions.
We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of shares of our common stock may have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may cause the market price of our common stock to decline.
Cont rol by Mr. Thomas Peterffy of a majority of the combined voting power of our common stock may give rise to conflicts of interests and could discourage a change of control that other stockholders may favor, which could negatively affect our stock price, and adversely affect stockholders in other ways.
Mr. Thomas Peterffy, our founder and Chairman, and his affiliates beneficially own approximately 91.6% of the economic interests and all of the voting interests in Holdings, which owns all of our Class B common stock, representing approximately 73.7% of the combined voting power of all classes of our voting stock. As a result, Mr. Peterffy has the ability to elect all of the members of our Board of Directors and thereby to control our management and affairs, including determinations with respect to acquisitions, dispositions, material expansions or contractions of our business, entry into new lines of business, borrowings, issuances of common stock or other securities, and the declaration and payment of dividends on our common stock. In addition, Mr. Peterffy is able to determine the outcome of all matters requiring stockholder approval and will be able to cause or prevent a change of control of our company or a change in the composition of our Board of Directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could discourage potential takeover attempts that other stockholders may favor and could deprive stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and this may adversely affect the market price of our common stock.
Moreover, because of Mr. Peterffy’s substantial ownership, we are eligible to be and are, treated as a “controlled company” for purposes of the Nasdaq Marketplace Rules. As a result, we are not required by Nasdaq to have a majority of independent directors or to maintain Compensation and Nominating and Corporate Governance Committees composed entirely of independent directors to continue to list the shares of our common stock on Nasdaq. Our Compensation Committee is comprised of Messrs. Thomas Peterffy (Chairman of the Compensation Committee), Earl H. Nemser (our Vice Chairman) and Milan Galik (our Chief Executive Officer). Mr. Peterffy’s membership on the Compensation Committee may give rise to conflicts of interests in that Mr. Peterffy is able to influence all matters relating to executive compensation, including his own compensation.
We dep end on IBG LLC to distribute cash to us in amounts sufficient to pay our tax liabilities and other expenses.
We are a holding company, and our primary assets are our approximately 26.3% equity interest in IBG LLC and our controlling interest and related rights as the sole managing member of IBG LLC. As such, we operate and control all of the business and affairs of IBG LLC and are able to consolidate IBG LLC’s financial results into our financial statements. We have no independent means of generating revenues. IBG LLC is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to U.S. federal income tax. Instead, its taxable income is allocated on a pro rata basis to Holdings and us. Accordingly, we incur income taxes on our proportionate share of the net taxable income of IBG LLC, as well as expenses related to our operations. We intend to cause IBG LLC to distribute cash to its members in amounts at least equal to that necessary to cover their tax liabilities, if any, with respect to the earnings of IBG LLC. To the extent we need funds to pay such taxes, or for any other purpose, and IBG LLC is unable to provide such funds, it could have a material adverse effect on our business, financial condition and results of operations.

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We are req uired to pay Holdings for the benefit relating to additional tax depreciation or amortization deductions we claim as a result of the tax basis step-up our subsidiaries received in connection with our initial public offering (“IPO”) and certain subsequent redemptions of Holdings membership interests.
In connection with our IPO, we purchased interests in IBG LLC from Holdings for cash. Subsequently, in connection with redemptions of Holdings membership interests, we purchased additional interests in IBG LLC by issuing shares of Class A common stock in exchange for an equivalent number of shares of member interests in IBG LLC (the “Redemptions”). In addition, IBG LLC membership interests held by Holdings may be sold in the future to us and financed by our issuances of shares of our common stock. The initial purchase and the Redemptions did, and future purchases may, result in increases in the tax basis of the tangible and intangible assets of IBG LLC and its subsidiaries that otherwise would not have been available. Such increase is approximately equal to the amount by which our stock price at the time of the purchase exceeds the inside tax basis of the assets of IBG LLC underlying the IBG LLC interests acquired by us. These increases in tax basis result in increased deductions in computing our taxable income, resulting in tax savings for us generally over the 15-year period commencing with the initial purchase and subsequent purchases. We have agreed to pay 85% of these tax savings, if any, to Holdings as they are realized as additional consideration for the IBG LLC interests that we acquire, with the balance retained by us.
As a result of the IPO and the Redemptions by Holdings, the increase in the tax basis attributable to our interest in IBG LLC is $2.2 billion, with the portion attributable to the IPO having been substantially amortized as of December 31, 2025. The tax savings that we actually realize as a result of this increase in tax basis could be significantly less than this amount multiplied by our effective tax rate due to a number of factors, including, for example, the allocation of a portion of the increase in tax basis to foreign or non-depreciable fixed assets, the impact of the increase in the tax basis on our ability to use foreign tax credits and the rules relating to the amortization of intangible assets. Based on facts and assumptions as of December 31, 2025, including that future purchases of IBG LLC interests will occur in fully taxable transactions, the potential tax basis increase resulting from the historical and future purchases of the IBG LLC interests held by Holdings could be as much as $44.6 billion. The actual increase in tax basis depends, among other factors, upon the price of shares of our common stock at the time of the purchase and the extent to which such purchases are taxable and, as a result, could differ materially from this amount. Our ability to achieve benefits from any such increase, and the amount of the payments to be made under the Tax Receivable Agreement, depends upon a number of factors, as discussed above, including the timing and amount of our future income.
The tax basis increase of $44.6 billion assumes that (a) all remaining IBG LLC membership interests held by Holdings are purchased by us in one or more taxable transactions and (b) such purchases in the future are made at prices that reflect the closing share price as of December 31, 2025.
If the Internal Revenue Service (“IRS”) successfully challenges the tax basis increase, under certain circumstances, we could be required to make payments to Holdings under the Tax Receivable Agreement in excess of our cash tax savings.
Certain provisions in our amended and restated certificate of incorporation may prevent efforts by our stockholders to change our direction or management.
Provisions contained in our amended and restated certificate of incorporation could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders. For example, our amended and restated certificate of incorporation authorizes our Board of Directors to determine the rights, preferences, privileges and restrictions of unissued series of preferred stock, without any vote or action by our stockholders. We could issue a series of preferred stock that could impede the completion of a merger, tender offer or other takeover attempt. These provisions may discourage potential acquisition proposals and may delay, deter or prevent a change of control of us, including through transactions, and, in particular, unsolicited transactions, that some or all of our stockholders might consider to be desirable. As a result, efforts by our stockholders to change our direction or management may be unsuccessful.
Risks Related to Our Business
Macroec onomic, geopolitical and other challenges and uncertainties could have a negative impact on our business.
We are affected by domestic and international macroeconomic and political conditions, as well as, the level of interest rates, inflation, and by fiscal and monetary policy. Our business depends in part on the level of global trading volumes and volatility, which are affected by factors beyond our control. These factors may cause a weakness in securities markets, leading to a slowdown in trading volumes, which would result in reduced transaction revenues. Changes in tax law and regulation, or market uncertainty caused by a change in the political environment, may negatively affect our business. Our international operations may also be subject to risk of loss due to political, economic or financial instability, unexpected changes in regulatory requirements, tax laws, and changes in governmental or central bank policies. These risks could have a material adverse effect on our business, financial condition and results of operations.
Our bu siness could be harmed by a systemic market event.
Some market participants could be overleveraged. In case of sudden, large price movements, such market participants may not be able to meet their obligations to brokers who, in turn, may not be able to meet their obligations to their counterparties. As a result, the financial system or a portion thereof could collapse, and the impact of such an event could be catastrophic to our business.

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Dam age to our reputation could harm our business.
Maintaining our reputation is critical to attracting and maintaining customers, investors, and employees. If we fail to address, or appear to fail to address, issues that may give rise to reputational risk, we could significantly harm our business. These issues may include, but are not limited to, any of the risks discussed in this Item 1A, including appropriately dealing with potential conflicts of interest, legal and regulatory requirements, ethical issues, money laundering, cybersecurity and data privacy, record-keeping, sales and trading practices, and employee misconduct. Adverse developments could impair our reputation and materially adversely affect our business, financial condition and results of operations.
The impa ct of a public health emergency may have a material adverse impact on our business and results of operations.
The response of governments and societies to a public health emergency, which could include temporary closures of certain businesses; social distancing; travel restrictions, “shelter in place” and other governmental regulations; and reduced consumer spending due to job losses, may significantly impact volatility in the financial, commodities and energy markets, and general economic conditions. These measures may negatively impact businesses, market participants, our counterparties and customers, and the global economy and could continue for a prolonged period of time.
Our net interest income and profitability could be negatively affected by lower benchmark interest rates caused by central banks lowering target benchmark rates in an attempt to buffer their economies from a public health emergency.
As a result of our hybrid work model, which we adopted for our offices globally, any disruption to our information technology systems, including from cyber incidents, could have a material adverse effect on our business. We have taken measures to maintain the health and safety of our employees, but widespread illness could negatively affect staffing levels within certain functions or locations. In addition, our ability to recruit, hire and onboard employees could be negatively impacted by a public health emergency.
The impact of a public health emergency on our future financial results could be significant but currently cannot be quantified, as it would depend on numerous evolving factors that cannot be accurately predicted, including, but not limited to, the duration and spread of the public health emergency; its impact on our customers, employees and vendors; governmental regulations in response to the public health emergency; and the overall impact of the public health emergency on the economy and society, among other factors. Any of these events, alone or in combination with others, could exacerbate many of the risk factors discussed or incorporated by reference herein and could have a material adverse effect on our business, financial condition and results of operations.
Our future success will depend on our response to the demand for new services, products and technologies.
The demand for our services that rely on electronic communications gateways, is characterized by:
• rapid technological change;

• changing customer demands;

• the need to enhance existing services and products or introduce new services and products; and

• evolving industry standards.

New services, products and technologies may render our existing services, products and technologies less competitive. Our future success will depend, in part, on our ability to respond to the demand for new services, products and technologies on a timely and cost-effective basis and to adapt to technological advancements and changing standards to address the increasingly sophisticated requirements and varied needs of our customers and prospective customers. We cannot guarantee that we will always be successful in developing, introducing or marketing new services, products and technologies. In addition, we may experience difficulties that could delay or prevent the successful development, introduction or marketing of these services and products, and our new service and product enhancements may not achieve market acceptance. Any failure on our part to anticipate or respond adequately to technological advancements, customer requirements or changing industry standards, or any significant delays in the development, introduction or availability of new services, products or enhancements could have a material adverse effect on our business, financial condition and results of operations.
The loss of our key employees would materially adversely affect our business.
Our key executives have substantial experience and have made significant contributions to our business, and our continued success is dependent upon the retention of our key management executives, as well as the services provided by our staff of trading system, technology and programming specialists and a number of other key managerial, marketing, planning, financial, technical and operations personnel. The loss of such key personnel could have a material adverse effect on our business. Growth in our business is dependent, to a large degree, on our ability to retain and attract such employees.
We ma y not always pay dividends on our common stock.
As a holding company for our interest in IBG LLC, we will be dependent upon the ability of IBG LLC to generate earnings and cash flows and distribute them to us so that we may pay any dividends to our stockholders. To the extent (if any) that we have excess cash, any decision to declare and pay dividends in the future will be made at the discretion of our Board of Directors and

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will depend on, among other things, our results of operations, financial conditions, cash requirement, contractual restrictions and other factors that our Board of Directors may deem relevant. Since the second quarter of 2011, we have declared and paid a quarterly cash dividend. Although not required, we currently intend to pay quarterly dividends of $0.08 per share to our common stockholders for the foreseeable future. For more information regarding the history of our quarterly dividends see Note 4 - “Equity and Earnings per Share” to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
Our direct market access clearing and non-clearing brokerage operations face intense competition.
With respect to our direct market access brokerage business, the market for electronic and interactive bidding, offering and trading services in connection with equities, options and futures is rapidly evolving and intensely competitive. We expect competition to continue and intensify in the future. Our current and potential future competition principally comes from five categories of competitors:
• prime brokers who, in an effort to satisfy the demands of their customers for hands - on electronic trading facilities, universal access to markets, smart routing, better trading tools, and lower commissions and financing rates, have embarked upon building such facilities and product and service enhancements;

• direct market access and online equity brokers, and online options and futures firms;

• zero commission brokers, while technically not offering direct market access, who use simplified interfaces and a limited product offering to attract new market participants;

• software development firms and vendors who create global trading networks and analytical tools and make them available to brokers; and

• traditional brokers.

In addition, we compete with financial institutions, mutual fund sponsors and other organizations, many of which provide online, direct market access or other investing services. A number of brokers provide our technology and execution services to their customers, and these brokers can become our competitors if they develop their own technology. Some of our competitors in this area have greater name recognition, longer operating histories and significantly greater financial, technical, marketing and other resources than we have and offer a wider range of services and financial products than we do. Some of our competitors may also have an ability to charge lower or zero commissions. We cannot assure you that we will be able to compete effectively or efficiently with current or future competitors. These increasing levels of competition in the online trading industry could significantly harm this aspect of our business.
We are subject to potential losses as a result of our clearing and execution activities.
As a clearing member firm providing financing services to certain of our brokerage customers, we are ultimately responsible for their financial performance in connection with various securities and derivatives transactions. Our clearing operations require a commitment of our capital and, despite safeguards implemented by our software, involve risks of losses due to the potential failure of our customers to perform their obligations under these transactions. If our customers default on their obligations, we remain financially liable for such obligations, and although these obligations are collateralized, we are subject to market risk in the liquidation of customer collateral to satisfy those obligations. There can be no assurance that our risk management procedures will be adequate. Any liability arising from clearing operations could have a material adverse effect on our business, financial condition and results of operations.
As a clearing member firm of securities and derivatives clearing houses in the U.S. and abroad, we are also exposed to clearing member credit risk. Securities and derivatives clearing houses require member firms to deposit cash, stock and/or government securities for margin requirements and to clearing funds. If a clearing member defaults in its obligations to the clearing house in an amount larger than its own margin and clearing fund deposits, the shortfall is absorbed pro rata from the deposits of the other clearing members. Many clearing houses of which we are members also have the authority to assess their members for additional funds if the clearing fund is depleted. A large clearing member default could result in a substantial cost to us if we are required to pay such assessments.

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We are exposed to risks associated with our international operations.
During 2025, approximately 30% of our net revenues were generated by our operating subsidiaries outside the U.S. We are exposed to risks and uncertainties inherent in doing business in international markets, particularly in the heavily regulated brokerage industry. Such risks and uncertainties include political, economic and financial instability; unexpected changes in regulatory requirements, tariffs and other trade barriers; exchange rate fluctuations; applicable currency controls; and difficulties in staffing, including reliance on newly hired local experts, and managing foreign operations. These risks could cause a material adverse effect on our business, financial condition and results of operations.
We are subject to counterparty risk whereby defaults by parties with whom we do business can have an adverse effect on our business, financial condition and results of operations.
We are exposed to the risk of loss if a customer, counterparty or issuer fails to perform its obligations under contractual terms. Our counterparty risk is primarily from margin loans extended to customers, securities purchased under agreements to resell (“repos”), securities borrowing and lending arrangements, cash and/or collateral deposited with clearing houses, exchanges, banks, securities firms and other financial counterparties, all of which may result in credit exposure in the event the counterparty defaults on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons.
Our customer margin credit exposure is to a great extent mitigated by our policy of automatically evaluating each account throughout the trading day and closing out positions automatically for accounts that are found to be under-margined. While this methodology is effective in most situations, it may not be effective in situations in which no liquid market exists for the relevant securities or commodities or in which, for any reason, automatic liquidation for certain accounts has been disabled. If no liquid market exists or automatic liquidation has been disabled, we are subject to risks inherent in extending credit, especially during periods of rapidly declining markets. Any loss or expense incurred due to defaults by our customers in failing to repay margin loans or to maintain adequate collateral for these loans would cause harm to our business, financial condition and results of operations.
Repos are collateralized by securities with a market value in excess of the obligation under the contract and are cleared and marked to market through a central clearing counterparty.
Securities lending agreements are collateralized by deposits of cash or securities. We attempt to minimize credit risk associated with these activities by monitoring collateral values daily and requiring additional collateral to be deposited with or returned to us as permitted under contractual provisions. Similarly, over-the-counter transactions, such as contracts for differences (“CFDs”), are marked to market daily and are conducted with counterparties that have undergone a thorough credit review. Any loss or expense incurred due to defaults by our counterparties in failing to fulfill their contractual obligations would cause harm to our business, financial condition and results of operations.
In addition, as a clearing member of several central clearing houses, we participate in the mutualization of risk and could incur financial losses in the event of default by other clearing members. Although we regularly review our credit exposures, default risk may arise from events or circumstances that are difficult to detect or foresee.
Any futu re acquisitions may result in significant transaction expenses, integration and consolidation risks and risks associated with entering new markets, and we may be unable to profitably operate our consolidated company.
Although our growth strategy has not focused historically on acquisitions, we may in the future engage in evaluations of potential acquisitions and new businesses. We may not have the financial resources necessary to consummate any acquisitions in the future or the ability to obtain the necessary funds on satisfactory terms. Any future acquisitions may result in significant transaction expenses and risks associated with entering new markets in addition to integration and consolidation risks. Because acquisitions historically have not been a core part of our growth strategy, we have little experience in successfully utilizing acquisitions. We may not have sufficient management, financial and other resources to integrate any such future acquisitions or to successfully operate new businesses and we may be unable to profitably operate our expanded company.
Becaus e our revenues and profitability depend on trading volume and interest rate levels, they are prone to significant fluctuations and are difficult to predict.
Our revenues are dependent on the level of trading activity on securities and derivatives exchanges in the U.S. and abroad and on the general level of interest rates. In the past, our revenues and operating results have varied significantly from period to period primarily due to movements and trends in the underlying markets and to fluctuations in trading and interest rate levels. As a result, period to period comparisons of our revenues and operating results may not be meaningful, and future revenues and profitability may be subject to significant fluctuations or declines.

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We ma y incur material trading losses from our market making activities.
A portion of our revenues and operating profits is derived from our trading as principal in our role as a market maker. We may incur trading losses relating to these activities since each primarily involves the purchase or sale of securities for our own account. In any period, we may incur trading losses in a significant number of securities for a variety of reasons including:
• price changes in securities;

• lack of liquidity in securities in which we have positions; and

• the required performance of our market making obligations.

These risks may limit or restrict our ability to either resell securities we purchased or to repurchase securities we sold. In addition, we may experience difficulty borrowing securities to make delivery to purchasers to whom we sold short, or lenders from whom we have borrowed. From time to time, we may have large position concentrations in securities of a single issuer or issuers engaged in a specific industry or traded in a particular market. Such a concentration could result in higher trading losses than would occur if our positions and activities were less concentrated.
In our role as a market maker, we attempt to derive a profit from the difference between the prices at which we buy and sell, or sell and buy, securities. However, competitive forces often require us to match the quotes other market makers display and to hold varying amounts of securities in inventory. By having to maintain inventory positions, we are subjected to a high degree of risk. We cannot assure you that we will be able to manage such risk successfully or that we will not experience significant losses from such activities, which could have a material adverse effect on our business, financial condition and results of operations.
Reduc ed spreads in securities pricing, levels of trading activity and trading through market makers could harm our business.
Computer-generated buy/sell programs and other technological advances and regulatory changes in the marketplace may continue to tighten spreads on securities transactions. Tighter spreads and increased competition could make our remaining market making activities less profitable.
We may i ncur losses in our market making activities in the event of failures of our proprietary pricing model.
Our market making activities are substantially dependent on the accuracy of our proprietary pricing mathematical model, which continuously evaluates and monitors the risks inherent in our portfolio, assimilates market data and reevaluates our outstanding quotes many times per second. Our model is designed to automatically rebalance our positions throughout the trading day to manage risk exposures on our positions in options, futures and the underlying securities. In the event of a flaw in our pricing model and/or a failure in the related software, our pricing model may lead to unexpected and/or unprofitable trades, which may result in material trading losses.
The valua tion of the financial instruments we hold may result in large and occasionally anomalous swings in the value of our positions and in our earnings in any period.
The market prices of our long and short positions are reflected on our books at closing prices which are typically the last trade price before the official close of the primary exchange on which each such security trades. If prices of derivatives and their underlying securities close out of alignment, there may be large and occasionally anomalous swings in the value of our positions daily and, accordingly, in our earnings in any period. This is especially true on the last business day of each calendar quarter.
We are exposed to losses due to lack of perfect information.
As market makers, we provide liquidity by buying from sellers and selling to buyers. Quite often, we trade with others who have different information than we do, and as a result, we may accumulate unfavorable positions preceding large price movements in companies. Should the frequency or magnitude of these events increase, our losses will likely increase correspondingly.
Rules go verning designated market makers may require us to make unprofitable trades or prevent us from making profitable trades.
Designated market makers are granted certain rights and have certain obligations to “make a market” in a particular security. They agree to specific obligations to maintain a fair and orderly market. In acting as a designated market maker, we are subjected to a high degree of risk by having to support an orderly market. In this role, we may at times be required to make trades that adversely affect our profitability. In addition, we may at times be unable to trade for our own account in circumstances in which it may be to our advantage to trade, and we may be obligated to act as a principal when buyers or sellers outnumber each other. In those instances, we may take a position counter to the market, buying or selling securities to support an orderly market. Additionally, the rules of the markets which govern our activities as a designated market maker are subject to change. If these rules are made more stringent, our trading revenues and profits as a designated market maker could be adversely affected.

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Our ri sk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks.
We seek to manage, monitor and control our market, credit, operational, liquidity, and legal and regulatory compliance risks through risk management policies developed and implemented by our Steering Committee, which is chaired by our Chief Executive Officer and comprised of senior executives of our various operating subsidiaries. However, there can be no assurance that our procedures will be adequate. Historically, market conditions have included unprecedented market events which highlighted the limitations inherent in using historical data to manage risk. While we employ a broad and diversified set of risk management tools, they cannot anticipate every economic and financial outcome or the specifics and timing of such outcomes, as a result a failure in our risk management policies and procedures could have a material adverse effect on our business, financial condition and results of operations. See "Item 1. Business - Risk Management Activities" for more information.
Risks Related to Laws, Regulations and Litigation
Our f uture efforts to sell shares or raise additional capital may be delayed or prohibited by regulations.
As certain of our subsidiaries are members of FINRA, we are subject to certain regulations regarding changes in control of our ownership. FINRA Rule 1017 generally provides that FINRA approval must be obtained in connection with any transaction resulting in a change in control of a member firm. FINRA defines control as ownership of 25% or more of the firm’s equity by a single entity or person and would include a change in control of a parent company. Interactive Brokers Canada, Inc., Interactive Brokers (U.K.) Limited, Interactive Brokers Ireland Limited, IBKR Financial Services AG, Interactive Brokers Hong Kong Limited, and Interactive Brokers Singapore Pte. Ltd. are subject to similar change in control regulations promulgated by the CIRO in Canada, the FCA in the United Kingdom, the CBI in Ireland, the FINMA in Switzerland, the SFC in Hong Kong, and the MAS in Singapore, respectively. As a result of these regulations, our future efforts to sell shares or raise additional capital may be delayed or prohibited. We may be subject to similar restrictions in other jurisdictions in which we operate.
Reg ulatory and legal uncertainties could harm our business.
The securities and derivatives businesses are heavily regulated. Firms in financial service industries have been subject to an increasingly regulated environment over recent years, and penalties and fines sought by regulatory authorities have increased accordingly. Our broker-dealer and certain other subsidiaries are subject to regulations in the U.S. and abroad covering all aspects of their business. Regulatory bodies include, in the U.S., the SEC, FINRA, the Board of Governors of the Federal Reserve System, the Chicago Board Options Exchange, the CME, the CFTC, and the NFA; in Canada, the CIRO and various Canadian securities commissions; in the United Kingdom, the FCA; in Ireland, the CBI; in Switzerland, the FINMA; in India, the Securities and Exchange Board of India; in Hong Kong, the SFC; in Japan, the Financial Supervisory Agency and the Japan Securities Dealers Association; in Singapore, the MAS; and in Australia, the Australian Securities and Investment Commission. Our mode of operation and profitability may be directly affected by additional legislation changes in rules promulgated by various domestic and foreign government agencies and self-regulatory organizations that oversee our businesses, and changes in the interpretation or enforcement of existing laws and rules, including the potential imposition of transaction taxes. Noncompliance with applicable laws or regulations could result in sanctions being levied against us, including fines and censures, suspension or expulsion from a certain jurisdiction or market or the revocation or limitation of licenses. Noncompliance with applicable laws or regulations could adversely affect our reputation, prospects, revenues and earnings. In addition, changes in current laws or regulations or in governmental policies could adversely affect our business, financial condition and results of operations.
Domestic and foreign stock exchanges, other self-regulatory organizations and state and foreign securities commissions can censure, fine, issue cease-and-desist orders, suspend or expel a broker-dealer or any of its officers or employees. Our ability to comply with all applicable laws and rules is largely dependent on our internal systems to ensure compliance, as well as our ability to attract and retain qualified compliance personnel. We could be subject to disciplinary or other actions in the future due to claimed noncompliance, which could have a material adverse effect on our business, financial condition and results of operations. To continue to operate and to expand our services internationally, we may have to comply with the regulatory controls of each country in which we conduct, or intend to conduct business, the requirements of which may not be clearly defined. The varying compliance requirements of these different regulatory jurisdictions, which are often unclear, may limit our ability to continue existing international operations and further expand internationally.
We ar e subject to risks relating to litigation and potential securities laws liability.
We are exposed to substantial risks of liability under federal and state securities laws, other federal and state laws and court decisions, as well as rules and regulations promulgated by the SEC, the CFTC, the Federal Reserve, state securities regulators, self-regulatory organizations and foreign regulatory agencies. We are also subject to the risk of litigation and claims that may be without merit. We could incur significant legal expenses in defending ourselves against and resolving lawsuits or claims. An adverse resolution of any future lawsuits or claims against us could result in a negative perception of the Company and have a material adverse effect on our business, financial condition and results of operations. See “Legal Proceedings and Regulatory Matters” in Part I Item 3 of this Annual Report on Form 10-K.

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Heig htened regulatory and legislative requirements in the U.S. and internationally have increased our compliance, regulatory and other risks and costs.
We are required to interpret and implement extensive and frequently changing regulatory and legislative requirements in the U.S. and other jurisdictions in which we do business resulting in substantial compliance, regulatory and other risks and costs, including the cost of hiring additional personnel. In addition, there is heightened regulatory scrutiny and expectations in the U.S. and internationally with respect to governance, infrastructure, data, risk management practices and controls. A failure to comply with these requirements and expectations, even if inadvertent, could result in increased regulatory oversight and restrictions, enforcement proceedings, penalties and fines.
There are emerging legal and regulatory risks related to prediction markets that could harm our business.
ForecastEx is a CFTC-registered Designated Contract Market ("DCM") and Derivatives Clearing Organization ("DCO") that lists event contacts (referred to as "Forecast Contracts"). Eligible customers of certain of our broker-dealer subsidiaries have access to Forecast Contracts through ForecastEx.
The legal and regulatory framework for prediction markets is uncertain and continues to evolve. The outcome of currently ongoing and potential future regulatory matters, enforcement actions and litigation, as well as new laws or regulations, changes in the interpretation of existing laws or regulations, or more rigorous enforcement in this space could prevent ForecastEx from listing, and our broker-dealer subsidiaries from offering, some or all types of Forecast Contracts in the future, including in jurisdictions outside of the U.S.
In addition, there is heightened scrutiny of certain types of contracts (including contracts relating to sports and elections), and there is a risk of litigation and law enforcement activity from state gaming and regulatory authorities, as well as litigation from a range of other plaintiffs.
We ma y incur additional tax expense or become subject to additional tax liabilities .
We are subject to the tax laws and regulations of the U.S., its states and municipalities, and numerous foreign jurisdictions. These tax laws and regulations, as well as the treaties between jurisdictions, are complex, and the manner they apply to us is sometimes open to interpretations. Therefore, significant judgment is required in determining our provision for income taxes, deferred tax assets and liabilities balances, and other tax liabilities. The tax positions that we take are subject to review by the IRS and other tax authorities in the U.S. and in foreign countries, which may not agree with our positions. Any adverse outcome of such reviews could cause our tax liabilities to increase.
In addition, our tax liabilities are subject to other significant risks and uncertainties, including those arising from potential changes in laws and regulations in the countries in which we do business, the possibility of tax controversy related to adverse determinations with respect to the application of existing laws, changes in our business or structure, and changes in the valuation of our deferred tax assets and liabilities. For example, a number of jurisdictions, including the European Union countries, have enacted the Pillar Two Framework established by the Organization for Economic Cooperation and Development (“OECD”), which generally imposes a minimum effective tax rate of 15% in each such jurisdiction. These new tax law changes bring significant risks and uncertainties. Any unfavorable resolution of these and other uncertainties may have a significant adverse impact on our effective tax rate and results of operations. If our tax expense were to increase, or if the ultimate determination of our taxes owed is for an amount in excess of the amounts previously accrued, it could have a material adverse effect on our business, financial condition, cash flows, and results of operations.
Risks Related to Our Intellectual Property, Technology, Cybersecurity and Data Privacy
We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our business.
We rely primarily on trade secret, contract, copyright, patent and trademark laws to protect our proprietary technology. It is possible that third parties may copy or otherwise obtain and use our proprietary technology without authorization or otherwise infringe on our rights. We may also face claims of infringement that could interfere with our ability to use technology that is material to our business operations.
In the future, we may have to rely on litigation to enforce our intellectual property rights, protect our trade secrets, determine the validity and scope of the proprietary rights of others or defend against claims of infringement or invalidity. Any such litigation, whether successful or unsuccessful, could result in substantial costs and the diversion of resources and the attention of management, any of which could negatively affect our business.

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Our reliance on our computer software could cause us great financial harm in the event of any disruption or corruption of our computer software. We may experience technology failures while developing our software.
We rely on our computer software to receive and properly process internal and external data. Any disruption in the proper functioning of our software due to, for example, erroneous or corrupted data, or cyber-attacks, may cause us to make erroneous trades or suspend our services and could cause us great financial harm. To maintain our competitive advantage, our software is under continuous development. As our systems continue to support increasing volumes and a broader range of products and services, software issues or data errors could have a more significant operational impact.
We de pend on our proprietary technology, and our future results may be impacted if we cannot maintain technological superiority in our industry.
Our success in the past has largely been attributable to our sophisticated proprietary technology that has taken many years to develop. We have benefited from the fact that the type of proprietary technology equivalent to that which we employ has not been widely available to our competitors. If our technology becomes more widely available to our current or future competitors for any reason, our operating results may be adversely affected. Additionally, adoption or development of similar or more advanced technologies by our competitors may require that we devote substantial resources to the development of more advanced technology to remain competitive. The markets in which we compete are characterized by rapidly changing technology, evolving industry standards and changing trading systems, practices and techniques. Although we have been at the forefront of many of these developments historically, we may not be able to continue to keep up with rapid changes in the future, develop new technology, realize a return on amounts invested in developing new technologies or remain competitive in the future.
New developments in AI could enable competitors to offer new products or services never before seen in the marketplace. The adoption of AI technologies across the financial services industry may accelerate competitive dynamics and innovation cycles. In addition, increased use of AI by threat actors or market participants could amplify cybersecurity risks, market manipulation risks, or operational complexity. Maintaining technological competitiveness may require significantly larger investments in development resources, infrastructure and talent. Competitors who advance in this space may be able to offer superior products and services and may materially adversely affect our business, financial condition and results of operations.
We do not have fully redundant systems. System failures could harm our business.
If our systems fail to perform, we could experience unanticipated disruptions in operations, slower response times or decreased levels of customer service and customer satisfaction. Our ability to facilitate transactions successfully and provide high quality customer service also depends on the efficient and uninterrupted operation of our computer and communications hardware and software systems. Our service has experienced periodic system interruptions, which we believe will continue to occur from time to time. Our systems and operations are also potentially vulnerable to damage or interruption from human error, cyber-attacks, natural disasters, power loss, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism and similar events. We do not have fully redundant systems, and our formal business continuity plan does not include restoration of all services. It is our intention to provide for and progressively deploy backup facilities for all facilities and infrastructure globally over time. In addition, we do not carry business interruption insurance to compensate for losses that could occur to the extent not required. Any system failure that causes an interruption or degradation of our service could impair our reputation, damage our brand name and materially adversely affect our business, financial condition and results of operations.
Failu re of third-party systems on which we rely could adversely affect our business.
We rely on certain third-party computer systems or third-party service providers, including but not limited to clearing systems, exchange systems, banking systems, digital asset service providers, Internet services, third-party identity verification services, co-location facilities, communications facilities and other facilities. Any interruption in these third-party services, or deterioration in their performance, could be disruptive to our business. We maintain processes to evaluate third-party service providers and their controls; however, we may have limited ability to influence their operational performance or risk management practices. If our arrangement with any third party is terminated, we may not be able to find an alternative source of systems support on a timely basis or on commercially reasonable terms. This could have a material adverse effect on our business, financial condition and results of operations.
Inte rnet-related issues may reduce or slow the growth in the use of our services in the future.
Our ability to provide services to consumers and increase the scope and quality of such services is limited by and dependent upon the speed and reliability of our customers’ unrestricted access to the Internet, which is beyond our control. If periods of decreased performance, outages or delays on the Internet occur frequently, growth in the usage of our web-based products could be delayed or decline, which could have a material adverse effect on our business, financial condition and results of operations.

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We c ould be the target of a cyber-attack or experience a cybersecurity incident that impairs internal systems, degrades services we provide to customers, or results in a data compromise, causing reputational or monetary damages as a consequence.
Our business relies on technology and automation, causing us to be potentially vulnerable to various forms of cyber-attacks by external actors or malicious insiders. Cybersecurity risks continue to evolve, including through more sophisticated attacks, increased use of automation by threat actors and heightened targeting of financial institutions and digital asset-related services. Any resulting security breaches could expose us to liability to one or more third parties, including our customers, and disrupt our operations. Though we take significant steps to mitigate the various cyber threats and devote resources to protecting our systems and networks, we may be unable to anticipate all types of attacks or to implement adequate preventative measures against all eventualities. Regulatory requirements relating to cybersecurity governance, incident response and disclosure may continue to evolve, which could increase compliance efforts and costs.
Our cybersecurity measures may not detect or prevent all attempts to compromise our systems. Furthermore, whereas we expend efforts on evaluating and ensuring adequacy of security measures employed by third-party service providers, we may not be able to exercise full control over them. Failures or deficiencies of such controls could result in adverse impacts to our business, operations, or confidential information, depending on the nature of the services provided. Breaches of our cybersecurity measures or those of our third-party service providers could result in any of the following: unauthorized access to our systems; unauthorized access to and misappropriation of information or data, including confidential or proprietary information about ourselves, third parties with whom we do business or our proprietary systems; viruses, worms, spyware, ransomware, or other malware being placed in our systems; misappropriation, deletion or modification of customer information; or a denial-of-service or other interruptions to our business operations.
To the extent that our activities involve the storage and transmission of proprietary information such as personal financial information, security breaches could expose us to a risk of financial loss, litigation and other liabilities. Any of these events, particularly if they (individually or in the aggregate) result in a loss of confidence in our company or brokerage firms in general, could have a material adverse effect on our business, financial condition and results of operations.
We are subject to stringent and complex data privacy rules. Failure to comply with these rules could expose us to a risk of financial loss, litigation, and other liabilities.
We are subject to numerous data privacy rules, including federal, state, local and international laws, as well as industry standards and regulations, and contractual obligations relating to data privacy and the collection, protection, use, retention, security, disclosure, transfer, and other processing of personal data. In the U.S., we are subject to rules including but not limited to the Gramm-Leach-Bliley Act of 1999; internationally, we are subject to applicable data privacy laws and regulations including but not limited to, the EU General Data Protection Regulation (“GDPR”), the U.K. GDPR, and the Personal Information Protection Law of the People’s Republic of China.
We continue our efforts to safeguard personal data entrusted to us in accordance with applicable laws, regulations and our data protection policies. These efforts include taking steps to reduce the potential for the improper use or disclosure of personal data and continuing to monitor both domestic and international regulations related to data privacy to assess requirements and impacts on our business operations.
Rules regarding data privacy worldwide are continuously evolving and developing, increasing in complexity and, as a result, interpretation and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future. New laws, amendments to or reinterpretations of existing laws, regulations, standards, and other obligations, if applicable, might require us to incur additional costs and change how we use, collect, store, transfer or otherwise process certain types of personal data, to implement new processes to comply with those applicable laws and our customers’ exercise of their rights thereunder. Failure to comply with applicable data privacy laws and regulations, even if no customer's personal data is compromised, could result in significant fines or a significant increase in costs.
A material failure by us or our third-party service providers to comply with our privacy policies or applicable data privacy laws, regulations, industry standards, or rules could have significant consequences. Any security compromise resulting in theft, unauthorized access, acquisition, use, disclosure, or misappropriation of personal data could also have significant consequences. Such events could result in fines, criminal penalties, monetary damages, regulatory enforcement actions, litigation, and reputational harm, which could adversely affect our business, financial condition, and results of operations.

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Risks Related to our Cryptocurrency Offering
We re ly on third-party Cryptocurrency Service Providers (“CSPs”) to provide our customers the ability to access cryptocurrency trading and custody services.
We have entered into agreements with third-party CSPs, which provide (i) cryptocurrency exchange platforms and services whereby investors can buy and sell certain cryptocurrencies and (ii) custody services for certain cryptocurrencies (collectively, the “Exchange Services”), enabling some of our customers to trade and custody cryptocurrencies, including Bitcoin (BTC), Ethereum (ETH), Solana (SOL), Ripple (XRP), Dogecoin (DOGE) and several other cryptocurrencies 3 , (collectively, "Cryptocurrency Assets") via CSPs. A disruption in our partnership with a CSP or in the Exchange Services provided by a CSP could have adverse effects on our customers’ confidence in our cryptocurrency offering through CSPs and on our business.
A data b reach at a CSPs may result in irreversible losses, which would adversely affect our customers and our business.
The CSPs are responsible for securing the customers’ Cryptocurrency Assets and protecting them from loss or theft.
Access to the Cryptocurrency Assets is controllable only by the possessor of the unique private key(s) relating to the digital wallet in which such Cryptocurrency Assets are held. To the extent any of the CSPs’ private keys are lost, destroyed, unable to be accessed by the CSPs, or otherwise compromised and no backup of such private key(s) is accessible, the CSPs may be unable to access the Cryptocurrency Assets held in the respective wallets. In addition, neither the CSPs nor any cryptocurrency custodian can provide absolute assurance that any or all of the CSPs’ wallets will not be hacked or compromised such that the private keys are obtained by a third party or otherwise compromised in a manner such that Cryptocurrency Assets are sent to one or more addresses that the CSPs do not control, which could result in the loss of some or all of the Cryptocurrency Assets that the CSPs hold in custody on behalf of our customers.
Eligible customers of IB LLC or IBUK can enroll to access a digital asset exchange and custody services provided by one or more CSPs to buy, sell and hold Cryptocurrency Assets in an account in the customer’s name at the CSP. IB LLC and IBUK do not provide execution, custody or safeguarding services for the customers’ Cryptocurrency Assets and do not maintain (or have access to) the cryptographic key information and wallets necessary to access the Cryptocurrency Assets, nor do IB LLC or IBUK have any legal title or claim to those Cryptocurrency Assets. The agreement the customer signs with IB LLC before the customer is permitted to access the CSP’s services through IB LLC’s platform provides that:
[Customer] acknowledges and agrees that [IB LLC] is not responsible for any trading or other losses (including, without limitation, losses due to theft, fraud, cybersecurity breach, loss of control of private keys, or any other loss arising from trading, transferring, or holding digital assets with [the CSP]) resulting directly or indirectly from or in connection with [Customer’s] relationship with [the CSP] and/or [Customer’s] trading, transferring, or holding of digital assets, including activity or holdings in the [CSP] Account.
Customers of IBUK sign an agreement containing a substantially identical provision prior to being permitted to access the CSP’s services through IBUK’s platform.

3 See https://www.interactivebrokers.com/lib/cstools/faq/#/content/182856890 for more information on the availability of cryptocurrencies for trading through our platform.

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