FULLTEXT DEL 3 AV 3
10-K – 2026-02-27 – ibkr-20251231.htm
• defined risk management policies and procedures supported by a rigorous analytic framework; and
• articulated risk tolerance levels as defined by executive management that are regularly reviewed to ensure that the Company’s risk-taking is consistent with its business strategy, its capital structure, and current and anticipated market conditions.
Market Risk
The Company is exposed to various market risks. Exposures to market risks arise from equity price risk, foreign currency exchange rate fluctuations and changes in interest rates. The Company seeks to mitigate market risk associated with trading inventories by employing hedging strategies that correlate rate, price and spread movements of trading inventories and related financing and hedging activities. The Company uses a combination of cash instruments and exchange-traded derivatives to hedge its market exposures. The Company does not apply hedge accounting. The following discussion describes the types of market risk faced:
Equity Price Risk
Equity price risk arises from the possibility that equity security prices will fluctuate, affecting the value of equity securities and other instruments that derive their value from a particular stock, a defined basket of stocks, or a stock index. The Company is subject to equity price risk primarily in financial instruments owned, at fair value and financial instruments sold, but not yet purchased, at fair value. The Company attempts to limit such risks by continuously reevaluating prices and by diversifying its portfolio across many different options, futures and underlying securities and avoiding concentrations of positions based on the same underlying security.
Interest Rate Risk
Interest rate risk arises from the possibility that changes in interest rates will affect the value of financial instruments. The Company is exposed to interest rate risk on cash and margin balances, positions carried in equity and fixed income securities, options, futures and on its borrowings. These risks are managed through investment policies and by entering into interest rate futures contracts.
Currency Risk
Currency risk arises from the possibility that fluctuations in foreign exchange rates will impact the value of financial instruments. The Company manages this risk using spot (i.e., cash) currency transactions, currency futures contracts and currency forward contracts. The Company actively manages its currency exposure using a currency diversification strategy that is based on a defined basket of ten currencies internally referred to as the “GLOBAL.” These strategies minimize the fluctuation of the Company’s equity as expressed in GLOBALs, thereby diversifying its risk in alignment with these global currencies, weighted by the Company’s view of their importance. As the Company’s financial results are reported in U.S. dollars, the change in the value of the GLOBAL as expressed in U.S. dollars affects the Company’s earnings. The impact of this currency diversification strategy in the Company’s earnings is reported in “Other income” in the consolidated statements of comprehensive income.
Credit Risk
The Company is exposed to the risk of loss if a customer, counterparty or issuer fails to perform its obligations under contractual terms (“default risk”). Both cash instruments and derivatives expose the Company to default risk. The Company has established policies and procedures for mitigating credit risk on principal transactions, including reviewing and establishing limits for credit exposure, maintaining collateral and continually assessing the creditworthiness of counterparties.
The Company’s exposure to credit risk is limited as contracts entered into are settled directly at securities and commodities clearing houses or are settled through member firms and banks with substantial financial and operational resources. Over-the-counter transactions, such as securities lending and contracts for differences (“CFDs”), are marked to market daily and are conducted with counterparties that have undergone a thorough credit review. The Company seeks to control the risks associated with its customer margin activities by requiring customers to maintain collateral in compliance with regulatory and internal guidelines.
76
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
In the normal course of business, the Company executes, settles and finances various customer securities transactions. Execution of these transactions includes the purchase and sale of securities which exposes the Company to default risk arising from the potential that customers or counterparties may fail to satisfy their obligations. In these situations, the Company may be required to purchase or sell financial instruments at unfavorable market prices to satisfy obligations to customers or counterparties. Liabilities to other brokers and dealers related to unsettled transactions (i.e., securities fails to receive) are recorded at the amount for which the securities were purchased, and are paid upon receipt of the securities from other brokers or dealers. In the case of aged securities fails to receive, the Company may purchase the underlying security in the market and seek reimbursement for any losses from the counterparty.
For cash management purposes, the Company enters into short-term securities purchased under agreements to resell and securities sold under agreements to repurchase transactions (“repos”) in addition to securities borrowing and lending arrangements, all of which may result in credit exposure in the event the counterparty to a transaction is unable to fulfill its contractual obligations. Repos are collateralized by securities with a market value in excess of the obligation under the contract. Similarly, securities lending agreements are collateralized by deposits of cash or securities. The Company attempts to minimize credit risk associated with these activities by monitoring collateral values daily and requiring additional collateral to be deposited with or returned to the Company as permitted under contractual provisions.
Concentrations of Credit Risk
The Company’s exposure to credit risk associated with its trading and other activities is measured on an individual counterparty basis, as well as by groups of counterparties that share similar attributes. Concentrations of credit risk can be affected by changes in political, industry, or economic factors. To reduce the potential for risk concentration, credit limits are established and exposure is monitored in light of changing counterparty and market conditions. As of December 31, 2025, the Company did not have any material concentrations of credit risk outside the ordinary course of business.
Off-Balance Sheet Risks
The Company may be exposed to a risk of loss not reflected in the consolidated financial statements to settle futures and certain over-the-counter contracts at contracted prices, which may require repurchase or sale of the underlying products in the market at prevailing prices. Accordingly, these transactions result in off-balance sheet risk as the Company’s cost to liquidate such contracts may exceed the amounts reported in the consolidated statements of financial condition.
4. Equity and E arnings per Share
In connection with IBG, Inc.’s initial public offering of Class A common stock (“IPO”) in May 2007, it purchased 10.0 % of the membership interests in IBG LLC from IBG Holdings LLC (“Holdings”), became the sole managing member of IBG LLC and began to consolidate IBG LLC’s financial results into its financial statements. Holdings owns all of IBG, Inc.’s Class B common stock, which has voting rights in proportion to its ownership interests in IBG LLC. 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
These consolidated financial statements reflect the results of operations and financial position of IBG, Inc., including consolidation of its investment in IBG LLC and its subsidiaries. The noncontrolling interests in IBG LLC attributable to Holdings are reported as a component of “Total equity” in the consolidated statements of financial condition.
Recapitalization and Post-IPO Capital Structure
Immediately before and immediately following the consummation of the IPO, IBG, Inc., Holdings, IBG LLC and the members of IBG LLC consummated a series of transactions collectively referred to herein as the “Recapitalization.” In connection with the Recapitalization, IBG, Inc., Holdings and the historical members of IBG LLC entered into an exchange agreement, dated as of May 3, 2007 (the “Exchange Agreement”), under which the historical members of IBG LLC received membership interests in Holdings in exchange for their membership interests in IBG LLC. Additionally, IBG, Inc. became the sole managing member of IBG LLC.
In connection with the consummation of the IPO, Holdings used the net proceeds to redeem 10.0 % of members’ interests in Holdings in proportion to their interests. Immediately following the Recapitalization and IPO, Holdings owned approximately 90 % of IBG LLC and 100 % of IBG, Inc.’s Class B common stock.
Since the consummation of the IPO and Recapitalization, IBG, Inc.’s equity capital structure has been comprised of Class A and Class B common stock. All shares of common stock have a par value of $ 0.01 per share and have identical rights to earnings and dividends and in liquidation.
The below table presents the authorized, issued, and outstanding shares for the periods indicated.
77
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31,
2025
2024
Authorized
Issued
Outstanding
Authorized
Issued
Outstanding
Class A common stock
4,000,000,000
446,130,605
445,413,716
4,000,000,000
436,244,236
435,618,452
Class B common stock
1,000
400
400
1,000
400
400
Preferred stock
10,000
-
-
10,000
-
-
As a result of a federal income tax election made by IBG LLC applicable to the acquisition of IBG LLC member interests by IBG, Inc., the income tax basis of the assets of IBG LLC acquired by IBG, Inc. have been adjusted based on the amount paid for such interests. Deferred tax assets were recorded as of the IPO date and in connection with subsequent redemptions of Holdings member interests in exchange for common stock. These deferred tax assets are reported in “Other assets” in the consolidated statements of financial condition and are being amortized as additional deferred income tax expense over 15 years from the IPO date and from the additional redemption dates, respectively, as allowable under current tax law. As of December 31, 2025 and 2024, the unamortized balance of these deferred tax assets was $ 222 million and $ 196 million, respectively.
IBG, Inc. also entered into an agreement (the “Tax Receivable Agreement”) with Holdings to pay Holdings (for the benefit of the former members of IBG LLC) 85 % of the tax savings that IBG, Inc. actually realizes as the result of tax basis increases. These payables to Holdings are reported in “Payable to affiliate” in the consolidated statements of financial condition. The remaining 15 % is accounted for as a permanent increase to “Additional paid-in capital” in the consolidated statements of financial condition.
The cumulative amounts of deferred tax assets, payables to Holdings and additional paid-in capital arising from stock offerings from the date of the IPO through December 31, 2025 were $ 727 million , $ 618 million and $ 109 million , respectively. Amounts payable under the Tax Receivable Agreement are payable to Holdings annually following the filing of IBG, Inc.’s federal income tax return. The Company has paid Holdings a cumulative total of $ 308 million through December 31, 2025 under the terms of the Tax Receivable Agreement.
The Exchange Agreement, as amended, provides for future redemptions of member interests and for the purchase of member interests in IBG LLC by IBG, Inc. from Holdings, which could result in IBG, Inc. acquiring the remaining member interests in IBG LLC that it does not own. On an annual basis, members of Holdings can request redemption of their interests.
At the time of IBG, Inc.’s IPO in 2007, the Company reserved 360 million shares, 1.440 billion shares on a post-split basis, of authorized common stock for future sales and redemptions. From 2008 through 2010, Holdings redeemed 20,053,036 IBG LLC interests with a total value of $ 114 million, which redemptions were funded using cash on hand at IBG LLC. Upon cash redemption, these IBG LLC interests were retired. From 2011 through 2024, IBG, Inc. issued 161,777,780 shares of common stock (with a fair value of $ 2.0 billion ) directly to Holdings in exchange for an equivalent number of member interests in IBG LLC. On July 30, 2025, the Company filed a Prospectus Supplement on Form 424B5 (File Number 333-273451) with the SEC to issue 3,836,000 shares of common stock (with a fair value of $ 254 million ) in exchange for an equivalent number of shares of member interest in IBG LLC.
On July 26, 2023, the Company filed a Prospectus Supplement on Form 424B (File Number 333-273451) with the SEC to re-register up to 2,520,000 shares of common stock, offering the opportunity for eligible persons to receive awards in the form of an offer to receive such shares by participating in one or more promotions that are designed to attract new customers to the Company’s brokerage platform, increase assets held with the Company’s brokerage business and enhance customer loyalty. The Company has authorized a total of 4,000,000 shares of common stock to be issued under these promotions. From 2019 through 2025, the Company issued 3,080,000 shares to IBG LLC for distribution to eligible customers of certain of its subsidiaries.
As a consequence of redemption transactions in accordance with the Exchange Agreement, distribution of shares to customers under one or more promotions, and distribution of shares to employees (see Note 10), IBG, Inc.’s interest in IBG LLC has increased to approximately 26.3 % , with Holdings owning the remaining 73.7 % as of December 31, 2025. The redemptions also increased the Holdings interest held by Mr. Thomas Peterffy and his affiliates from approximately 84.6 % at the IPO to approximately 91.6 % as of December 31, 2025.
78
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Earnings per Share
Basic earnings per share is calculated utilizing net income available for common stockholders divided by the weighted average number of shares of Class A and Class B common stock outstanding for that period.
Year-Ended December 31,
2025
2024
2023
(in millions, except share or per share amounts)
Basic earnings per share
Net income available for common stockholders
$
984
$
755
$
600
Weighted average shares of common stock outstanding
Class A
440,931,509
432,448,396
419,859,800
Class B
400
400
400
440,931,909
432,448,796
419,860,200
Basic earnings per share
$
2.23
$
1.75
$
1.43
Diluted earnings per share are calculated utilizing the Company’s basic net income available for common stockholders divided by diluted weighted average shares outstanding with no adjustments to net income available to common stockholders for potentially dilutive common shares.
Year-Ended December 31,
2025
2024
2023
(in millions, except share or per share amounts)
Diluted earnings per share
Net income available for common stockholders
$
984
$
755
$
600
Weighted average shares of common stock outstanding
Class A
Issued and outstanding
440,931,509
432,448,396
419,859,800
Potentially dilutive common shares
Issuable pursuant to employee stock incentive plans
2,927,637
3,562,956
3,527,308
Class B
400
400
400
443,859,546
436,011,752
423,387,508
Diluted earnings per share
$
2.22
$
1.73
$
1.42
Member Distributions and Stockholder Dividends
During the three years ended December 31, 2025, 2024, and 2023, IBG LLC made distributions totaling $ 1,224 million , $ 961 million and $ 741 million to its members, of which IBG, Inc.’s proportionate share was $ 319 million , $ 246 million and $ 185 million, respectively. During 2023, the Company paid quarterly cash dividends of $ 0.025 per share of common stock, totaling $ 42 million. In April of 2024, the Company increased its quarterly cash dividend from $ 0.025 to $ 0.0625 per share of common stock , paying cash dividends totaling $ 92 million during 2024. In April of 2025, the Company increased its quarterly cash dividend from $ 0.0625 to $ 0.08 per share of common stock, paying cash dividends totaling $ 134 million during 2025.
On January 20, 2026 , the Company declared a cash dividend of $ 0.08 per share of common stock, payable on March 13, 2026 , to stockholders of record as of February 27, 2026 .
79
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
5. Comp rehensive Income
The table below presents comprehensive income and earnings per share on comprehensive income for the periods indicated.
Year-Ended December 31,
2025
2024
2023
(in millions, except share or per share amounts)
Comprehensive income available for common stockholders
$
1,085
$
702
$
630
Earnings per share on comprehensive income
Basic
$
2.46
$
1.62
$
1.50
Diluted
$
2.44
$
1.61
$
1.49
Weighted average common shares outstanding
Basic
440,931,909
432,448,796
419,860,200
Diluted
443,859,546
436,011,752
423,387,508
80
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
6. Financi al Assets and Financial Liabilities
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
The tables below present, by level within the fair value hierarchy (see Note 2), financial assets and liabilities, measured at fair value on a recurring basis for the periods indicated. As required by ASC Topic 820, financial assets and financial liabilities are classified in their entirety based on the lowest level of input that is significant to the respective fair value measurement.
Financial Assets at Fair Value as of December 31, 2025
Level 1
Level 2
Level 3
Total
(in millions)
Securities segregated for regulatory purposes
U.S. and foreign government securities
$
6,031
$
—
$
—
$
6,031
Municipal securities
—
66
—
66
Total securities segregated for regulatory purposes
6,031
66
—
6,097
Financial instruments owned, at fair value
Stocks
4,780
—
—
4,780
Options
23
49
—
72
U.S. and foreign government securities
63
—
—
63
Precious metals
—
50
—
50
Currency forward contracts
—
17
—
17
Total financial instruments owned, at fair value
4,866
116
—
4,982
Other assets
Customer-held fractional shares
428
—
—
428
Other investments in equity securities
88
—
—
88
Total other assets
516
—
—
516
Total financial assets at fair value
$
11,413
$
182
$
—
$
11,595
Financial Liabilities at Fair Value as of December 31, 2025
Level 1
Level 2
Level 3
Total
(in millions)
Financial instruments sold, but not yet purchased, at fair value
Stocks
$
199
$
—
$
—
$
199
Options
15
483
—
498
Precious metals
—
42
—
42
Currency forward contracts
—
1
—
1
Total financial instruments sold, but not yet purchased, at fair value
214
526
—
740
Accounts payable, accrued expenses and other liabilities
Fractional shares repurchase obligation
428
—
—
428
Total accounts payable, accrued expenses and other liabilities
428
—
—
428
Total financial liabilities at fair value
$
642
$
526
$
—
$
1,168
81
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Financial Assets at Fair Value as of December 31, 2024
Level 1
Level 2
Level 3
Total
(in millions)
Securities segregated for regulatory purposes
U.S. and foreign government securities
$
6,460
$
—
$
—
$
6,460
Municipal securities
—
33
—
33
Total securities segregated for regulatory purposes
6,460
33
—
6,493
Financial instruments owned, at fair value
Stocks
1,763
—
—
1,763
Options
84
—
—
84
U.S. and foreign government securities
54
—
—
54
Mutual funds
2
—
—
2
Precious metals
—
21
—
21
Currency forward contracts
—
—
—
—
Total financial instruments owned, at fair value
1,903
21
—
1,924
Other assets
Customer-held fractional shares
260
—
—
260
Other investments in equity securities
32
—
—
32
Total other assets
292
—
—
292
Total financial assets at fair value
$
8,655
$
54
$
—
$
8,709
Financial Liabilities at Fair Value as of December 31, 2024
Level 1
Level 2
Level 3
Total
(in millions)
Financial instruments sold, but not yet purchased, at fair value
Stocks
$
116
$
—
$
—
$
116
Options
96
—
—
96
Precious metals
—
18
—
18
Currency forward contracts
—
63
—
63
Total financial instruments sold, but not yet purchased, at fair value
212
81
—
293
Accounts payable, accrued expenses and other liabilities
Fractional shares repurchase obligation
260
—
—
260
Total accounts payable, accrued expenses and other liabilities
260
—
—
260
Total financial liabilities at fair value
$
472
$
81
$
—
$
553
Level 3 Financial Assets and Financial Liabilities
There were no transfers in or out of level 3 for the year ended December 31, 2025.
82
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Financial Assets and Liabilities Not Measured at Fair Value
Financial assets and liabilities not measured at fair value are recorded at carrying value, which approximates fair value due to their short-term nature. The tables below represent the carrying value, fair value and fair value hierarchy category of certain financial assets and liabilities that are not recorded at fair value in the consolidated statements of financial condition for the periods indicated. The tables below exclude certain financial instruments such as equity method investments and all non-financial assets and liabilities.
December 31, 2025
Carrying
Value
Fair
Value
Level 1
Level 2
Level 3
(in millions)
Financial assets, not measured at fair value
Cash and cash equivalents
$
4,963
$
4,963
$
4,963
$
—
$
—
Cash - segregated for regulatory purposes
50,332
50,332
50,332
—
—
Securities - segregated for regulatory purposes
20,424
20,424
—
20,424
—
Securities borrowed
11,589
11,589
—
11,589
—
Securities purchased under agreements to resell
7,117
7,117
—
7,117
—
Receivables from customers
90,475
90,475
—
90,475
—
Receivables from brokers, dealers and clearing organizations
5,161
5,161
—
5,161
—
Interest receivable
530
530
—
530
—
Other assets
70
71
—
32
39
Total financial assets, not measured at fair value
$
190,661
$
190,662
$
55,295
$
135,328
$
39
Financial liabilities, not measured at fair value
Short-term borrowings
$
19
$
19
$
—
$
19
$
—
Securities loaned
24,751
24,751
—
24,751
—
Payables to customers
154,336
154,336
—
154,336
—
Payables to brokers, dealers and clearing organizations
1,566
1,566
—
1,566
—
Interest payable
321
321
—
321
—
Total financial liabilities, not measured at fair value
$
180,993
$
180,993
$
—
$
180,993
$
—
83
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024
Carrying
Value
Fair
Value
Level 1
Level 2
Level 3
(in millions)
Financial assets, not measured at fair value
Cash and cash equivalents
$
3,633
$
3,633
$
3,633
$
—
$
—
Cash - segregated for regulatory purposes
36,600
36,600
36,600
—
—
Securities - segregated for regulatory purposes
21,353
21,353
—
21,353
—
Securities borrowed
5,369
5,369
—
5,369
—
Securities purchased under agreements to resell
6,575
6,575
—
6,575
—
Receivables from customers
64,432
64,432
—
64,432
—
Receivables from brokers, dealers and clearing organizations
2,196
2,196
—
2,196
—
Interest receivable
446
446
—
446
—
Other assets
30
32
—
3
29
Total financial assets, not measured at fair value
$
140,634
$
140,636
$
40,233
$
100,374
$
29
Financial liabilities, not measured at fair value
Short-term borrowings
$
14
$
14
$
—
$
14
$
—
Securities loaned
16,248
16,248
—
16,248
—
Payables to customers
115,343
115,343
—
115,343
—
Payables to brokers, dealers and clearing organizations
476
476
—
476
—
Interest payable
311
311
—
311
—
Total financial liabilities, not measured at fair value
$
132,392
$
132,392
$
—
$
132,392
$
—
84
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Netting of Financial Assets and Financial Liabilities
The Company’s policy is to net securities borrowed and securities loaned, and securities purchased under agreements to resell and securities sold under agreements to repurchase that meet the offsetting requirements prescribed in ASC Topic 210-20. In the tables below, the amounts of financial instruments that are not offset in the consolidated statements of financial condition, but could be netted against cash or financial instruments with specific counterparties under master netting agreements, according to the terms of the agreements, including clearing houses (exchange-traded options, warrants and discount certificates) or over the counter currency forward contract counterparties, are presented to provide financial statement readers with the Company’s net payable or receivable with counterparties for these financial instruments.
The tables below present the netting of financial assets and financial liabilities for the periods indicated.
December 31, 2025
Gross
Amounts
Net Amounts
Amounts Not Offset
Amounts
Offset in the
Presented in
Consolidated
of Financial
Consolidated
Consolidated
Statements of
Assets and
Statements of
Statements of
Financial Condition
Liabilities
Financial
Financial
Cash or Financial
Net
Recognized
Condition
2
Condition
Instruments
Amount
(in millions)
Offsetting of financial assets
Securities segregated for regulatory purposes:
Segregated securities purchased under agreements to resell
$
17,981
1
$
—
$
17,981
$
( 17,981
)
$
—
Segregated securities borrowed
2,443
1
—
2,443
( 2,367
)
76
Securities borrowed
11,589
—
11,589
( 11,241
)
348
Securities purchased under agreements to resell
7,117
—
7,117
( 7,117
)
—
Financial instruments owned, at fair value
Options
72
—
72
( 64
)
8
Currency forward contracts
17
—
17
—
17
Total
$
39,219
$
—
$
39,219
$
( 38,770
)
$
449
Offsetting of financial liabilities
Securities loaned
$
24,751
$
—
$
24,751
$
( 23,261
)
$
1,490
Financial instruments sold, but not yet purchased, at fair value
Options
498
—
498
( 64
)
434
Currency forward contracts
1
—
1
—
1
Total
$
25,250
$
—
$
25,250
$
( 23,325
)
$
1,925
85
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2024
Gross
Amounts
Net Amounts
Amounts Not Offset
Amounts
Offset in the
Presented in
Consolidated
of Financial
Consolidated
Consolidated
Statements of
Assets and
Statements of
Statements of
Financial Condition
Liabilities
Financial
Financial
Cash or Financial
Net
Recognized
Condition
2
Condition
Instruments
Amount
(in millions)
Offsetting of financial assets
Securities segregated for regulatory purposes:
Segregated securities purchased under agreements to resell
$
21,353
1
$
—
$
21,353
$
( 21,353
)
$
—
Securities borrowed
5,369
—
5,369
( 5,159
)
210
Securities purchased under agreements to resell
6,575
—
6,575
( 6,575
)
—
Financial instruments owned, at fair value
Options
84
—
84
( 69
)
15
Currency forward contracts
—
—
—
—
—
Total
$
33,381
$
—
$
33,381
$
( 33,156
)
$
225
Offsetting of financial liabilities
Securities loaned
$
16,248
$
—
$
16,248
$
( 15,105
)
$
1,143
Financial instruments sold, but not yet purchased, at fair value
Options
96
—
96
( 69
)
27
Currency forward contracts
63
—
63
—
63
Total
$
16,407
$
—
$
16,407
$
( 15,174
)
$
1,233
(1) As of December 31, 2025 and 2024, the Company had $ 18.0 billion and $ 21.4 billion , respectively, of securities purchased under agreements to resell, and $ 2.4 billion and $ 0 billion , respectively, of securities borrowed that were segregated to satisfy regulatory requirements. These securities are reported in “Securities - segregated for regulatory purposes” in the consolidated statements of financial condition.
(2) As of December 31, 2025 and 2024, the Company did not have any balances eligible for netting in accordance with ASC Topic 210-20.
86
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Secured Financing Transactions – Maturities and Collateral Pledged
The tables below present gross obligations for securities loaned transactions by remaining contractual maturity and class of collateral pledged for the periods indicated.
December 31, 2025
Remaining Contractual Maturity
Overnight
Less than
30 – 90
Over 90
and Open
30 days
days
days
Total
(in millions)
Securities loaned
Stocks
$
24,596
$
—
$
—
$
—
$
24,596
Corporate bonds
145
—
—
—
145
Foreign government securities
10
—
—
—
10
Total securities loaned
$
24,751
$
—
$
—
$
—
$
24,751
December 31, 2024
Remaining Contractual Maturity
Overnight
Less than
30 – 90
Over 90
and Open
30 days
days
days
Total
(in millions)
Securities loaned
Stocks
$
16,215
$
—
$
—
$
—
$
16,215
Corporate bonds
33
—
—
—
33
Total securities loaned
$
16,248
$
—
$
—
$
—
$
16,248
87
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
7. Collatera lized Transactions
The Company enters into securities borrowing and lending transactions and agreements to repurchase and resell securities to finance trading inventory, to obtain securities for settlement and to earn residual interest rate spreads. In addition, the Company’s customers pledge their securities owned to collateralize margin loans. Under these transactions, the Company either receives or provides collateral, including equity, corporate debt and U.S. government securities. Under typical agreements, the Company is permitted to sell or repledge securities received as collateral and use these securities to secure securities purchased under agreements to resell, enter into securities lending transactions or deliver these securities to counterparties to cover short positions.
The Company also engages in securities financing transactions with and for customers through margin lending. Customer receivables generated from margin lending activity are collateralized by customer-owned securities held by the Company. Customers’ required margin levels and established credit limits are monitored continuously by risk management staff using automated systems. Pursuant to the Company’s policy and as enforced by such systems, customers are required to deposit additional collateral or reduce positions, when necessary, to avoid automatic liquidation of their positions.
Margin loans are extended to customers on a demand basis and are not committed facilities. Factors considered in the acceptance or rejection of margin loans are the amount of the loan, the degree of leverage being employed in the customer account and an overall evaluation of the customer’s portfolio to ensure proper diversification or, in the case of concentrated positions, appropriate liquidity of the underlying collateral. Additionally, transactions relating to concentrated or restricted positions are limited or prohibited by raising the level of required margin collateral (to 100% in the extreme case). The underlying collateral for margin loans is evaluated with respect to the liquidity of the collateral positions, valuation of securities, volatility analysis and an evaluation of industry concentrations. Adherence to the Company’s collateral policies significantly limits the Company’s credit exposure to margin loans in the event of a customer’s default. Under margin lending agreements, the Company may request additional margin collateral from customers and may sell securities that have not been paid for or purchase securities sold but not delivered from customers, if necessary. As of December 31, 2025 and 2024, approximately $ 90.5 billion and $ 64.4 billion , respectively, of customer margin loans were outstanding.
The table below presents a summary of the amounts related to collateralized transactions for the periods indicated.
December 31, 2025
December 31, 2024
Permitted
Sold or
Permitted
Sold or
to Repledge
Repledged
to Repledge
Repledged
(in millions)
Securities lending transactions 1
$
197,478
$
17,204
$
134,407
$
8,342
Securities purchased under agreements to resell transactions 1
24,947
24,225
27,988
26,678
Customer margin assets
115,846
31,410
87,809
21,465
$
338,271
$
72,839
$
250,204
$
56,485
(1) As of December 31, 2025 and 2024, the Company had $ 18.0 billion and $ 21.4 billion , respectively, of securities purchased under agreements to resell, and $ 2.4 billion and $ 0 , respectively, of securities borrowed that were segregated to satisfy regulatory requirements. These securities are reported in “Securities - segregated for regulatory purposes” in the consolidated statements of financial condition.
In the normal course of business, the Company pledges qualified securities with clearing organizations to satisfy daily margin and clearing fund requirements. As of December 31, 2025 and 2024, the majority of the Company’s U.S. and foreign government securities owned were pledged to clearing organizations.
The table below presents financial instruments owned and pledged as collateral, including amounts pledged to affiliates, where the counterparty has the right to repledge, for the periods indicated.
December 31,
2025
2024
(in millions)
Stocks
$
47
$
25
U.S. and foreign government securities
62
52
$
109
$
77
88
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
8. Revenu es from Contracts with Customers
Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by transferring the promised services to the customers. A service is transferred to a customer when, or as, the customer obtains control of that service. A performance obligation may be satisfied at a point in time or over time. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Company determines the customer obtains control over the promised service. Revenue from a performance obligation satisfied over time is recognized by measuring the Company’s progress in satisfying the performance obligation in a manner that depicts the transfer of the services to the customer. The amount of revenue recognized reflects the consideration the Company expects to receive in exchange for those promised services (i.e., the “transaction price”). In determining the transaction price, the Company considers multiple factors, including the effects of variable consideration, if any.
The Company’s revenues from contracts with customers are recognized when the performance obligations are satisfied at an amount that reflects the consideration expected to be received in exchange for such services. The majority of the Company’s performance obligations are satisfied at a point in time and are typically collected from customers by debiting their brokerage account with the Company.
Nature of Services
The Company’s main sources of revenues from contracts with customers are as follows:
• Commissions are charged to customers for order execution services and trade clearing and settlement services. These services represent a single performance obligation as the services are not separately identifiable in the context of the contract. The Company recognizes revenue at a point in time at the execution of the order (i.e., trade date). Commissions are generally collected from cleared customers on trade date and from non-cleared customers monthly. Commissions also include payments for order flow received from IBKR Lite SM liquidity providers.
• Market data fees are charged to customers for market data services to which they subscribe that the Company delivers. The Company recognizes revenue monthly as the performance obligation is satisfied over time by continually providing market data for the period. Market data fees are collected monthly, generally in advance.
• Risk exposure fees are charged to customers who carry positions with a market risk that exceeds defined thresholds. The Company recognizes revenue daily as the performance obligation is satisfied at a point in time by the Company taking on the additional risk of account liquidation and potential losses due to insufficient margin. Risk exposure fees are collected daily.
• Payments for order flow are earned from various options exchanges based upon options trading volume originated by the Company that meets certain criteria. The Company recognizes revenue daily as the performance obligation is satisfied at a point in time on customer orders that qualify for payments subject to exchange-mandated programs. Payments for order flow are collected monthly, in arrears.
• FDIC sweep fees are earned from the banks that participate in the Company’s Insured Bank Deposit Sweep Program with respect to the Company’s customers’ funds deposited with each participating bank. The Company recognizes revenue daily as the performance obligation is satisfied when customer funds are swept to their FDIC insured accounts with the participating banks.
The Company also earns revenues from other services, including minimum activity fees, order cancelation or modification fees, position transfer fees, telecommunications fees, and withdrawal fees, among others.
89
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Disaggregation of Revenue
The tables below present revenue from contracts with customers by geographic location and major types of services for the periods indicated.
Year-Ended December 31,
2025
2024
2023
(in millions)
Geographic location 1
United States
$
1,482
$
1,230
$
968
International
958
747
589
$
2,440
$
1,977
$
1,557
Major types of services
Commissions
$
2,149
$
1,697
$
1,360
Market data fees 2
79
71
70
Risk exposure fees 2
80
100
46
Payments for order flow 2
51
45
31
FDIC sweep fees 2
37
28
19
Other 2
44
36
31
$
2,440
$
1,977
$
1,557
(1) Based on the location of the subsidiaries in which the revenues are recorded.
(2) Reported in “Other fees and services” in the consolidated statements of comprehensive income .
Receivables and Contract Balances
Receivables arise when the Company has an unconditional right to receive payment under a contract with a customer and are derecognized when the cash is received. Receivables of $ 34 million and $ 31 million , as of December 31, 2025 and 2024, respectively, are reported in “Other assets” in the consolidated statements of financial condition.
Contract assets arise when the revenue associated with the contract is recognized before the Company’s unconditional right to receive payment under a contract with a customer (i.e., unbilled receivable) and are derecognized when either it becomes a receivable or the cash is received. Contract assets are reported in “Other assets” in the consolidated statements of financial condition. As of December 31, 2025 and 2024 , there were no contract asset balances outstanding.
Contract liabilities arise when customers remit contractual cash payments in advance of the Company satisfying its performance obligations under the contract and are derecognized when the revenue associated with the contract is recognized either when a milestone is met triggering the contractual right to bill the customer or when the performance obligation is satisfied. Contract liabilities are reported in “Accounts payable, accrued expenses and other liabilities” in the consolidated statements of financial condition. As of December 31, 2025 and 2024 , there were no contract liability balances outstanding.
90
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
9. Other I ncome (Loss)
The table below presents the components of other income (loss) for the periods indicated.
Year-Ended December 31,
2025
2024
2023
(in millions)
Principal transactions 1
$
197
$
127
$
48
Gains (losses) from currency diversification strategy, net
( 4 )
( 15 )
( 80 )
Other, net
9
( 52 )
21
$
202
$
60
$
( 11 )
(1) Principal transactions include (1) trading gains and losses from the Company’s remaining market making activities; (2) realized and unrealized gains and losses on financial instruments that (a) are held for purposes other than the Company’s market making activities, or (b) are subject to restrictions; and (3) dividends on investments accounted at cost less impairment.
10. Emp loyee Incentive Plans
Defined Contribution Plan
The Company offers substantially all employees of U.S.-based operating subsidiaries who have met minimum service requirements the opportunity to participate in defined contribution retirement plans qualifying under the provisions of Section 401(k) of the Internal Revenue Code. The general purpose of this plan is to provide employees with an incentive to make regular savings in order to provide additional financial security during retirement. This plan provides for the Company to match 50 % of the employees’ pre-tax contribution, up to a maximum of 10 % of eligible earnings. The employee is vested in the matching contribution incrementally over six years of service. Reported in “Employee compensation and benefits” in the consolidated statements of comprehensive income were $ 8 million , $ 8 million and $ 7 million of plan contributions for the years ended December 31, 2025, 2024, and 2023, respectively.
2007 Stock Incentive Plan
Under the Company’s Stock Incentive Plan, up to 160 million shares of the Company’s Class A common stock may be issued to satisfy vested restricted stock units granted to directors, officers, employees, contractors and consultants of the Company. The purpose of the Stock Incentive Plan is to promote the Company’s long-term financial success by attracting, retaining and rewarding eligible participants.
As a result of the Company’s organizational structure, a description of which can be found in “Business – Our Organizational Structure” in Part I, Item 1 of this Annual Report on Form 10-K, there is no material dilutive effect upon ownership of common stockholders of issuing shares under the Stock Incentive Plan. The issuances do not dilute the book value of the ownership of common stockholders since the restricted stock units are granted at market value, and upon their vesting and the related issuance of shares of common stock, the ownership of IBG, Inc. in IBG LLC, increases proportionately to the shares issued. As a result of such proportionate increase in share ownership, the dilution upon issuance of common stock is borne by IBG LLC’s majority member (i.e., noncontrolling interest), Holdings, and not by IBG, Inc. or its common stockholders. Additionally, dilution of earnings that may take place after issuance of common stock is reflected in EPS reported in the Company’s financial statements. The EPS dilution can be neither estimated nor projected, but historically it has not been material.
The Stock Incentive Plan is administered by the Compensation Committee of the Company’s Board of Directors. The Compensation Committee has discretionary authority to determine the eligibility to participate in the Stock Incentive Plan and establishes the terms and conditions of the awards, including the number of awards granted to each participant and all other terms and conditions applicable to such awards in individual grant agreements. Awards are expected to be made primarily through grants of restricted stock units. Stock Incentive Plan awards are subject to issuance over time. All previously granted but not yet earned awards may be canceled by the Company upon the participant’s termination of employment or violation of certain applicable covenants before issuance, unless determined otherwise by the Compensation Committee.
The Stock Incentive Plan provides that, upon a change in control, the Compensation Committee may, at its discretion, fully vest any granted but not yet earned awards under the Stock Incentive Plan, or provide that any such granted but not yet earned awards will be honored or assumed, or new rights substituted by the new employer on a substantially similar basis and terms and conditions substantially comparable to those of the Stock Incentive Plan.
The Company expects to continue to grant awards on or about December 31 of each year to eligible participants as part of an overall plan of equity compensation. In 2021, the Company’s Compensation Committee approved a change to the vesting schedule for the Stock Incentive Plan. For awards granted on December 31, 2021 onwards, restricted stock units vest and become distributable to participants 20% on each vesting date , which is on or about May 9 of each year, assuming continued employment with the Company
91
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
and compliance with non-competition and other applicable covenants. The vesting and distribution of grants prior to December 31, 2021 remain in accordance with the following schedule: (a) 10% on the first vesting date, which is on or about May 9 of each year; and (b) an additional 15% on each of the following six anniversaries of the first vesting.
Awards granted to directors vest and are distributed as follows: (a) one-time award granted to external directors on December 31 of the year of appointment vests over a five-year period ( 20 % per year) commencing one year after the date of grant, and (b) annual awards granted to all directors on December 31 of each year are fully vested and distributed immediately on grant date. A total of 170,902 restricted stock units have been granted to the directors cumulatively since the plan’s inception.
The table below presents Stock Incentive Plan awards granted and the related fair values since the plan’s inception.
Fair Value at
Date of Grant
Units
($ millions)
Prior periods (since inception)
123,044,212
$
945
December 31, 2023
5,031,288
102
December 31, 2024
2,481,284
1
112
December 31, 2025
1,876,533
121
Total awards granted since inception
132,433,317
$
1,280
(1) Stock Incentive Plan number of granted restricted stock units related to 2024 was adjusted by 12,796 additional restricted stock units during the year ended December 31, 2025.
Estimated future grants under the Stock Incentive Plan are accrued for ratably during each year (see Note 2). In accordance with the vesting schedule, outstanding awards vest and are distributed to participants yearly on or about May 9 of each year. At the end of each year, no vested awards remain undistributed.
Compensation expense related to the Stock Incentive Plan recognized in the consolidated statements of comprehensive income was $ 118 million , $ 112 million and $ 100 million for the years ended December 31, 2025, 2024, and 2023, respectively. Estimated future compensation costs for unvested awards, net of credits for canceled awards, as of December 31, 2025 are $ 39 million .
The table below summarizes the Stock Incentive Plan activity for the periods indicated.
Intrinsic Value
of SIP Shares
Stock
which Vested and
Incentive Plan
were Distributed
Units
($ millions) 1
Balance, December 31, 2022
19,027,044
Granted
5,031,288
Canceled
( 81,920 )
Distributed
( 5,556,128 )
$
108
Balance, December 31, 2023
18,420,284
Granted
2,481,284
2
Canceled
( 172,084 )
Distributed
( 5,396,524 )
$
161
Balance, December 31, 2024
15,332,960
Granted
1,876,533
Canceled
( 138,341 )
Distributed
( 5,450,369 )
$
253
Balance, December 31, 2025
11,620,783
(1) Intrinsic value of SIP units distributed represents the compensation value reported to the participants.
(2) Stock Incentive Plan number of granted restricted stock units related to 2024 was adjusted by 12,796 additional restricted stock units during the year ended December 31, 2025.
Awards previously granted but not yet earned under the stock plans are subject to the plans’ post-employment provisions in the event a participant ceases employment with the Company. Since inception through December 31, 2025, a total of 5,982,644 restricted stock units have been distributed under these post-employment provisions. These distributions are included in the table above.
92
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
11. Inc ome Taxes
Income tax expense for the three years ended December 31, 2025, 2024, and 2023 differs from the U.S. federal statutory rate primarily due to the tax treatment of income attributable to noncontrolling interests in IBG LLC. These noncontrolling interests are held directly through a U.S. partnership. Accordingly, the income attributable to these noncontrolling interests is reported in the consolidated statements of comprehensive income, but the related U.S. income tax expense attributable to these noncontrolling interests is not reported by the Company as it is generally the obligation of the noncontrolling interests. Income tax expense is also affected by the differing effective tax rates in foreign, state and local jurisdictions where certain of the Company’s subsidiaries are subject to corporate taxation.
Deferred income taxes arise primarily due to the amortization of the deferred tax assets recognized in connection with the common stock offerings (see Note 4), differences in the valuation of financial assets and liabilities, net operating losses and for other temporary differences arising from the deductibility of compensation and depreciation expenses in different periods for accounting and income tax return purposes.
Under U.S. GAAP, the Company is allowed to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to global intangible low tax income as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred method”). The Company has elected the period cost method.
The table below presents the components of the provision for income taxes for the periods indicated.
Year-Ended December 31,
2025
2024
2023
(in millions)
Income before provision for income taxes
Domestic
$
3,662
$
2,786
$
2,316
Foreign
1,109
909
753
Total
$
4,771
$
3,695
$
3,069
Current
Federal
$
141
$
133
$
104
State and local
36
22
14
Foreign
196
135
109
Total current
373
290
227
Deferred
Federal
43
8
27
State and local
1
( 9 )
4
Foreign
( 3 )
( 1 )
( 1 )
Total deferred
41
( 2 )
30
$
414
$
288
$
257
93
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The table below presents a reconciliation of the statutory U.S. Federal income tax rate of 21 % to the Company’s effective tax rate for the periods indicated.
December 31, 2025
December 31, 2024
December 31, 2023
Amount
Amount
Amount
($ millions)
Percentage
($ millions)
Percentage
($ millions)
Percentage
U.S. Federal statutory tax rate
$
1,002
21.0 %
$
776
21.0 %
$
645
21.0 %
State and local income taxes, net of federal income taxes
22
0.5 %
8
0.2 %
21
0.7 %
Foreign tax effects
Hong Kong 1
( 48 )
- 1.3 %
( 39 )
- 1.3 %
Other foreign rate differential
( 37 )
- 0.8 %
( 7 )
- 0.2 %
( 13 )
- 0.4 %
Effect of cross-border tax laws
( 14 )
- 0.3 %
—
0.0 %
1
0.0 %
Tax credits
( 1 )
0.0 %
—
0.0 %
( 1 )
0.0 %
Changes in valuation allowances
( 1 )
0.0 %
—
0.0 %
—
0.0 %
Nontaxable or nondeductible items
( 6 )
- 0.1 %
( 3 )
- 0.1 %
2
0.1 %
Changes in unrecognized tax benefits
10
0.2 %
1
0.0 %
—
0.0 %
Other adjustments
Flow through income allocated to noncontrolling interest
( 557 )
- 11.7 %
( 433 )
- 11.7 %
( 359 )
- 11.7 %
Other miscellaneous
( 4 )
- 0.1 %
( 6 )
- 0.2 %
—
0.0 %
Effective income tax rate
$
414
8.7 %
$
288
7.8 %
$
257
8.4 %
(1) The foreign rate differential amount for Hong Kong for the year ended December 31, 2025 does not meet the 5% disaggregation threshold and is therefore included in "Other foreign rate differential" amount.
The table below presents significant components of the Company’s deferred tax assets and liabilities, which are reported in "Other assets" and in "Accounts payable, accrued expenses and other liabilities", respectively, in the consolidated statements of financial condition for the periods indicated.
December 31,
2025
2024
2023
(in millions)
Deferred tax assets
Arising from the acquisition of interests in IBG LLC
$
222
$
196
$
197
Deferred compensation
22
19
17
Other
28
35
31
Total deferred tax assets
272
250
245
Deferred tax liabilities
Foreign
—
3
4
Other
23
10
10
Total deferred tax liabilities
23
13
14
Net deferred tax assets
$
249
$
237
$
231
94
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The table below presents the cash taxes paid to U.S. federal, state and non-U.S. for the periods indicated.
December 31,
2025
2024
(in millions)
Cash taxes paid
Federal
$
147
$
140
State
21
8
Foreign
Canada
42
43
Ireland
40
23
Hong Kong
26
31
All other foreign
40
34
Total cash taxes paid
$
316
$
279
As of and for the years ended December 31, 2025 and 2024 , the Company had no material valuation allowances on deferred tax assets.
The Company is subject to taxation in the U.S. and various states and foreign jurisdictions. As of December 31, 2025, the Company is no longer subject to U.S. federal, state and non-U.S. income tax examinations for tax years before 2011.
As of December 31, 2025, accumulated earnings held by non-U.S. subsidiaries totaled $ 4.3 billion ( $ 3.2 billion as of December 31, 2024 ), of which $ 4.1 billion of such earnings are indefinitely reinvested abroad due to regulatory and other capital requirements and business needs in foreign jurisdictions. As a result, the Company has not provided for its proportionate share of additional foreign taxes or deferred U.S. taxes with respect to gains/or losses on previously taxed earnings and profits computed under Section 986 of the Internal Revenue Code ("IRC") and any local foreign withholding taxes associated with the repatriation of such earnings and profits. If the Company were to record a deferred tax liability due to a hypothetical repatriation of such earnings and profits, the estimated amount of such taxes would be approximately $ 58 million as of December 31, 2025.
Under U.S. GAAP, a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Based upon the Company’s review of its federal, state, local and foreign income tax returns and tax filing positions, as of December 31, 2025, the Company has recorded a reserve of $ 12 million (including interest) for uncertain tax positions primarily related to an Internal Revenue Services ("IRS") audit of IRC Section 199 Domestic Production Activities deductions and certain U.S. state income tax liabilities.
On July 4, 2025, H.R. 1, commonly referred to as the “One Big Beautiful Bill Act” (“OBBBA”), was signed into law. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act of 2017, including 100% bonus depreciation and domestic research cost expensing. Additionally, OBBBA modifies the rules for Global Intangible Low Taxed Income (“GILTI”), renamed as Net CFC Tested Income (“NCTI”) under the OBBBA. ASC Topic 740 requires the effects of changes in tax rates and laws on deferred tax balances be recognized in the period in which the legislation is enacted. The Company included the impact of the OBBBA on its consolidated financial statements as of December 31, 2025.
95
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
12. L eases
All of the Company’s leases are classified as operating leases and primarily consist of real estate leases for corporate offices, data centers and other facilities. As of December 31, 2025, the weighted-average remaining lease term on these leases is approximately 7.0 years and the weighted-average discount rate used to measure the lease liabilities is approximately 4.91 % . For the year ended December 31, 2025, right-of-use assets obtained under new operating leases were $ 63 million . The Company’s lease agreements do not contain any residual value guarantees, restrictions, or covenants.
The table below presents balances reported in the consolidated statements of financial condition related to the Company’s leases for the periods indicated.
December 31,
December 31,
2025
2024
(in millions)
Right-of-use assets 1
$
137
$
102
Lease liabilities 1
$
152
$
121
(1) Right-of-use assets are reported in “Other assets” and lease liabilities are reported in “Accounts payable, accrued expenses and other liabilities” in the consolidated statements of financial condition.
The table below presents balances reported in the consolidated statements of comprehensive income related to the Company’s leases for the periods indicated.
Year-Ended December 31,
2025
2024
2023
(in millions)
Operating lease cost
$
37
$
34
$
35
Variable lease cost
7
6
6
Total lease cost
$
44
$
40
$
41
The table below reconciles the undiscounted cash flows of the Company’s leases to the present value of its operating lease payments for the period indicated.
December 31, 2025
(in millions)
2026
$
32
2027
30
2028
25
2029
24
2030
18
Thereafter
55
Total undiscounted operating lease payments
184
Less: imputed interest
( 32
)
Present value of operating lease liabilities
$
152
96
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
13. Property, Eq uipment and Intangible Assets
Property, equipment and intangible assets, which are reported in “Other assets” in the consolidated statements of financial condition, consist of leasehold improvements, computer equipment, software developed for the Company’s internal use, office furniture and equipment. The table below presents balances related to property, equipment and intangible assets for the periods indicated.
December 31,
2025
2024
(in millions)
Leasehold improvements
$
23
$
28
Computer equipment
84
67
Office furniture and equipment
16
15
123
110
Less - accumulated depreciation and amortization
( 63
)
( 51
)
Property and equipment, net
60
59
Internally developed software
94
88
Other intangible assets
4
4
Less - accumulated amortization
( 46
)
( 44
)
Intangible assets, net
52
48
Total property, equipment, and intangible assets, net
$
112
$
107
Depreciation and amortization of $ 61 million , $ 67 million and $ 65 million , for the three years ended December 31, 2025, 2024, and 2023, respectively, is reported in “Occupancy, depreciation and amortization” in the consolidated statements of comprehensive income. Amortization expense related to the Company’s intangible assets as of December 31, 2025 is expected to be approximately $ 28 million , $ 18 million and $ 6 million , for year s ended December 31, 2026, 2027, and 2028, respectively.
14. Commitments, Co ntingencies and Guarantees
Legal, Regulatory and Governmental Matters
The Company is subject to certain pending and threatened legal, regulatory and governmental actions and proceedings that arise out of the normal course of business. Given the inherent difficulty of predicting the outcome of such matters, particularly in proceedings where claimants seek substantial or indeterminate damages, or which are in their early stages, the Company is generally not able to quantify the actual loss or range of loss related to such legal proceedings, the manner in which they will be resolved, the timing of their final resolution or the ultimate settlement. Management believes that the resolution of these matters will not have a material effect, if any, on the Company’s business or financial condition, but may have a material impact on the results of operations for a given period.
The Company accounts for potential losses related to litigation in accordance with FASB ASC Topic 450, “Contingencies.” As of December 31, 2025 and 2024, accruals for potential losses related to legal, regulatory and governmental actions and proceedings matters were not material.
Trading Technologies Matter
As previously disclosed, on February 3, 2010, Trading Technologies International, Inc. (“Trading Technologies”) filed a complaint in the U.S. District Court for the Northern District of Illinois, Eastern Division (the “District Court”), against IBG LLC and IB LLC (the “Defendants”). The complaint, as amended, alleged that the Defendants infringed twelve U.S. patents held by Trading Technologies, and sought damages and injunctive relief.
After proceedings before the United States Patent and Trademark Office Patent Trial Appeal Board, and review by the United States Court of Appeals for the Federal Circuit, all but four patents were found to be invalid. In June 2021, the District Court found two of the remaining four patents to be invalid, and trial on the two remaining patents began on August 6, 2021. On September 7, 2021, the jury rendered its verdict, finding that the Defendants infringed the two patents and awarding $ 6.6 million in damages to Trading Technologies, while rejecting Trading Technologies’ claims of willful infringement and request for damages of at least $ 962.4 million. On January 11, 2022, the District Court awarded Trading Technologies pre-judgment interest of $ 2.1 million and post-judgment interest, and on March 31, 2022, granted Trading Technologies’ bill of costs of $ 490,232 .
97
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
On March 24, 2022, Harris Brumfield, the successor-in-interest to the patents-in-suit, filed a notice of appeal with the Court of Appeals of the Federal Circuit. After briefing on the appeal, oral argument was held on January 8, 2024. On March 27, 2024, the Federal Circuit affirmed the District Court’s judgment. On May 15, 2024, Harris Brumfield petitioned the Federal Circuit for a panel rehearing and rehearing en banc. On August 5, 2024, the Federal Circuit denied the petition and issued the mandate of the court on August 12, 2024. Harris Brumfield filed a petition for a writ of certiorari with the Supreme Court of the United States on January 2, 2025. On April 21, 2025, the Supreme Court denied Harris Brumfield's petition for certiorari. On May 16, 2025, Harris Brumfield filed a petition for rehearing with the Supreme Court of the United States, which was denied by the Court on June 16, 2025. The judgment amount, including interest and costs, was paid by the Defendants to Harris Brumfield on June 18, 2025, concluding the matter.
Class Action Matter
On December 18, 2015, a former individual customer filed a purported class action complaint against IB LLC, IBG, Inc., and Thomas Frank, Ph.D., the Company’s Executive Vice President and former Chief Information Officer, in the U.S. District Court for the District of Connecticut. The complaint alleged that a purported class of IB LLC’s customers were harmed by alleged “flaws” in the computerized system used to close out (i.e., liquidate) positions in customer brokerage accounts that have margin deficiencies. The complaint sought, among other things, undefined compensatory damages and declaratory and injunctive relief.
On September 28, 2016, the District Court issued an order granting the Company’s motion to dismiss the complaint in its entirety, without leave to amend. On September 28, 2017, the plaintiff appealed to the United States Court of Appeals for the Second Circuit. On September 26, 2018, the Court of Appeals affirmed the dismissal of plaintiff’s claims of breach of contract and commercially unreasonable liquidation but remanded plaintiff’s claims for negligence back to the District Court. The Company’s motion to dismiss plaintiff’s subsequent amended complaint was denied on September 30, 2019. The Company’s answer and counterclaim were filed on July 26, 2022.
On August 25, 2023, the Court granted plaintiff’s motion for class certification, certifying a class that consists of IB LLC account holders who are U.S. residents (with some exclusions) who had positions liquidated during the period of December 18, 2013 to the date of trial at prices outside of a “pricing corridor” defined in the Court’s decision.
On August 15, 2025, the parties disclosed to the District Court that a settlement in principle had been reached. On January 20, 2026, the parties signed a class action settlement agreement, which received preliminary approval from the District Court on January 27, 2026. The Court's fairness hearing for the settlement is scheduled for June 17, 2026.
Regulatory Matters
IB LLC identified several issues dating back to 2016 related to the Company’s compliance with sanctions regulations, predominantly concerning the facilitation of transactions in countries, or by entities, sanctioned by the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury. The Company made voluntary self-disclosures to OFAC, received additional inquiries from OFAC related to the Company’s sanctions compliance program, and cooperated with the investigation. On July 15, 2025, OFAC announced that IB LLC had settled the matter and paid OFAC a penalty of $ 11.8 million, concluding the matter.
Guarantees
Certain of the operating subsidiaries provide guarantees to securities and commodities clearing houses and exchanges which meet the accounting definition of a guarantee under FASB ASC Topic 460, “Guarantees.” Under standard membership agreements, clearing house and exchange members are required to guarantee collectively the performance of other members. Under the agreements, if a member becomes unable to satisfy its obligations, other members would be required to meet shortfalls. In the opinion of management, the operating subsidiaries’ liability under these arrangements is not quantifiable and could exceed the cash and securities they have posted as collateral. However, the potential for these operating subsidiaries to be required to make payments under these arrangements is remote. Accordingly, no contingent liability is carried in the consolidated statements of financial condition for these arrangements.
In connection with its retail brokerage business, IB LLC or other brokerage operating subsidiaries perform securities and commodities execution, clearance and settlement on behalf of their customers for whom they commit to settle trades submitted by such customers with the respective clearing houses. If a customer fails to fulfill its settlement obligations, the respective operating subsidiary must fulfill those settlement obligations. No contingent liability is carried on the consolidated statements of financial condition for such customer obligations.
Other Commitments
Certain clearing houses, clearing banks and firms used by certain operating subsidiaries are given a security interest in certain assets of those operating subsidiaries held by those clearing organizations. These assets may be applied to satisfy the obligations of those operating subsidiaries to the respective clearing organizations.
98
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
15. Segment Rep orting and Geographic Information
Segment Reporting
The Company has a single reportable segment, brokerage, which is managed on a consolidated basis since the Company’s chief operating decision maker (“CODM”) assesses performance and allocates resources on a consolidated basis based on income before income taxes and net income as reported on the consolidated statements of comprehensive income. The Company’s CODM is its Chief Executive Officer and President.
The brokerage segment provides execution, clearing and settlement of trades globally for hedge and mutual funds, ETFs, registered investment advisors, proprietary trading groups, introducing brokers and individual investors. The brokerage segment derives revenue from customers in the U.S. and international markets by 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, and by offering custody, prime brokerage, and securities and margin lending services to customers. In addition, brokerage customers can use its trading platform to trade certain cryptocurrencies through third-party cryptocurrency service providers that execute, clear and custody the cryptocurrencies.
Since the brokerage segment is managed on a consolidated basis, no reconciling items exist between segment and the consolidated amounts reported in these financial statements, including total assets and segment assets. The accounting policies of the brokerage segment are the same as those described in the summary of significant accounting policies in Note 2.
The table below presents selected financial information, including significant expenses, for the Company’s single operating segment for the periods indicated.
Year-Ended December 31,
2025
2024
2023
(in millions)
Total net revenues
$
6,205
$
5,185
$
4,340
Significant Expenses
Transaction based fees 1
335
364
308
Non-transaction based fees 1
85
83
78
Employee compensation 2
574
533
486
Advertising 3
102
67
47
Other expenses 4
338
443
352
Total non-interest expenses
1,434
1,490
1,271
Income before income taxes
4,771
3,695
3,069
Income tax expense
414
288
257
Net income
$
4,357
$
3,407
$
2,812
Total Segment Assets
$
203,240
$
150,142
$
128,251
(1) Reported in “Execution, clearing and distribution fees” in the consolidated statements of comprehensive income.
(2) Reported in “Employee compensation and benefits” in the consolidated statements of comprehensive income.
(3) Reported in “General and administrative” in the consolidated statements of comprehensive income.
(4) Includes “Occupancy, depreciation and amortization”; “Communications”; “Customer bad debt”; employee benefits and other personnel expenses reported in “Employee compensation and benefits”; and professional services, legal and regulatory matters, and other administrative expenses reported in “General and administrative” in the consolidated statements of comprehensive income.
Interest income and expense is disclosed in the consolidated statements of comprehensive income. Depreciation and amortization expense is disclosed in Note 13 – Property, Equipment and Intangible Assets.
99
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Geographic Information
The Company operates its automated global business in the U.S. and international markets on more than 170 electronic exchanges and market centers. A significant portion of the Company’s net revenues is generated by subsidiaries operating outside the U.S. International operations are conducted in 39 countries in Europe, Asia/Pacific and the Americas (outside the U.S.). The following table presents total net revenues and income before income taxes by geographic area for the periods indicated.
Significant transactions and balances between the operating subsidiaries occur, primarily as a result of certain operating subsidiaries holding exchange or clearing organization memberships, which are utilized to provide execution and clearing services to subsidiaries. Intra-region income and expenses and related balances have been eliminated in this geographic information to reflect the external business conducted in each geographic region. The geographic analysis presented below is based on the location of the subsidiaries in which the transactions are recorded. This geographic information does not reflect the way the Company’s business is managed.
Year-Ended December 31,
2025
2024
2023
(in millions)
Net revenues
United States
$
4,324
$
3,589
$
3,028
International
1,881
1,596
1,312
Total net revenues
$
6,205
$
5,185
$
4,340
Income before income taxes
United States
$
3,662
$
2,786
$
2,316
International
1,109
909
753
Total income before income taxes
$
4,771
$
3,695
$
3,069
16. Regula tory Requirements
As of December 31, 2025, aggregate excess regulatory capital for all operating subsidiaries was $ 14.1 billion .
IB LLC, IBKRSS and IB Corp. are subject to the Uniform Net Capital Rule (Rule 15c3-1) under the Exchange Act. IB LLC is also subject to the CFTC’s minimum financial requirements (Regulation 1.17). IBC is subject to the Canadian Investment Regulatory Organization risk-adjusted capital requirement. IBKRFS is subject to the Swiss Financial Market Supervisory Authority eligible equity requirement, IBUK is subject to the United Kingdom Financial Conduct Authority Capital Requirements Directive, IBIE is subject to the Central Bank of Ireland financial resources requirement, IBI is subject to the National Stock Exchange of India net capital requirements, IBHK is subject to the Hong Kong Securities Futures Commission liquid capital requirement, IBSJ is subject to the Japanese Financial Supervisory Agency capital requirements, IBSG is subject to the Monetary Authority of Singapore capital requirements, and IBA is subject to the Australian Securities Exchange 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
Regulatory capital requirements could restrict the operating subsidiaries from expanding their business and declaring dividends if their net capital does not meet regulatory requirements. Also, certain operating subsidiaries are subject to other regulatory restrictions and requirements.
As of December 31, 2025 , all regulated operating subsidiaries were in compliance with their respective regulatory capital requirements.
100
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
17. Relat ed Party Transactions
Receivable from affiliate, reported in “Other assets” in the consolidated statements of financial condition, represents amounts advanced to Holdings and payable to affiliate represents amounts payable to Holdings under the Tax Receivable Agreement (see Note 4).
The table below presents the receivables from and payables to directors, officers, and their affiliates which are reported in receivables from and payables to customers, respectively, in the consolidated statements of financial condition for the periods indicated.
December 31,
December 31,
2025
2024
(in millions)
Receivables from directors, officers and their affiliates
$
171
$
44
Payables to directors, officers, and their affiliates
$
1,249
$
1,320
The Company may extend credit to these related parties in connection with margin and securities loans. Such loans are (i) made in the ordinary course of business, (ii) are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the company, and (iii) do not involve more than the normal risk of collectability or present other unfavorable features.
During the year ended December 31, 2025, an affiliate of the Company’s founder and Chairman, Mr. Thomas Peterffy, entered into agreements to fund certain advertising campaigns on behalf of IB LLC (the “Agreements”). The fees under the Agreements were paid directly by Mr. Peterffy’s affiliate. On September 30, 2025, IB LLC amended its operating agreement to allow Mr. Peterffy to make additional capital contributions to IB LLC provided that such additional contributions shall not alter Mr. Peterffy's ownership percentage interests in IB LLC and shall be made for the benefit of IB LLC to offset certain expenses which Mr. Peterffy or his affiliates have contractually agreed to pay. During the year ended December 31, 2025, Mr. Peterffy made additional non-cash capital contributions to IB LLC totaling $ 3 million to fund advertising campaigns pursuant to the Agreements. These contributions were made in Mr. Peterffy's capacity as a related party and were not made pursuant to any contractual obligation or agreement requiring repayment by the Company .
These contributions are reported in “Noncontrolling interest” in the consolidated statements of financial condition and the related advertising expenses are reported in “General and administrative” and are allocated 100 % to “Income attributable to non-controlling interest” in the consolidated statements of comprehensive income.
101
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
18. Parent Co mpany Condensed Financial Statements
The preparation of the Parent Company Condensed Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures in the condensed financial statements.
Parent Company Only – Condensed Statements of Financial Condition
December 31,
(in millions, except share amounts)
2025
2024
Assets
Cash and cash equivalents
$
1
$
1
Investments in subsidiaries, equity basis
5,366
4,270
Other assets
255
233
Total assets
$
5,622
$
4,504
Liabilities and Equity
Liabilities:
Payable to affiliates
$
217
$
195
Accrued expenses and other liabilities
42
29
259
224
Stockholders' equity:
Common stock, $ 0.01 par value per share:
Class A – Authorized - 4,000,000,000 , Issued - 446,130,605 and 436,244,236 shares, Outstanding – 445,413,716 and 435,618,452 shares as of December 31, 2025 and 2024
1
1
Class B – Authorized - 1,000 shares, Issued and Outstanding - 400 as of December 31, 2025 and 2024
—
—
Additional paid-in capital
1,957
1,816
Retained earnings
3,365
2,515
Accumulated other comprehensive income, net of income taxes of $ 0 and $ 0 as of December 31, 2025 and 2024
56
( 45
)
Treasury stock, at cost, 716,889 and 625,784 shares as of December 31, 2025 and 2024
( 16
)
( 7
)
Total equity
5,363
4,280
Total liabilities and equity
$
5,622
$
4,504
(1) As of December 31, 2025 and 2024, receivables from affiliates were immaterial.
(2) As of December 31, 2025 and 2024 , respectively, payable to affiliates of $ 217 million and $ 195 million consisted primarily of amounts payable to Holdings under the Tax Receivable Agreement.
Parent Company Only – Condensed Statements of Comprehensive Income
Year-Ended December 31,
(in millions)
2025
2024
2023
Income (loss) before income from subsidiaries
$
( 4 )
$
( 12 )
$
5
Undistributed gains of subsidiaries, net
1,189
913
737
Income tax expense
201
146
142
Net income
$
984
$
755
$
600
Net income available for common stockholders
$
984
$
755
$
600
Cumulative translation adjustment, net of tax
101
( 53 )
30
Comprehensive income available for common stockholders
$
1,085
$
702
$
630
102
Table of Contents
Interactive Brokers Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Parent Company Only – Condensed Statements of Cash Flows
Year-Ended December 31,
(in millions)
2025
2024
2023
Cash flows from operating activities
Net income
$
984
$
755
$
600
Adjustments to reconcile net income to net cash used in operating activities
Undistributed gains of subsidiaries, net
( 1,189 )
( 913 )
( 737 )
Deferred income taxes
35
2
34
(Gain) loss on remeasurement of Tax Receivable Agreement liability
3
10
( 7 )
Changes in operating assets and liabilities
( 83 )
64
( 33 )
Net cash used in operating activities
( 250 )
( 82 )
( 143 )
Cash flows provided by investing activities
294
246
185
Cash flows used in financing activities
( 145 )
( 116 )
( 67 )
Effect of exchange rate changes on cash and cash equivalents
101
( 53 )
30
Net increase in cash and cash equivalents
—
( 5 )
5
Cash and cash equivalents at beginning of period
1
6
1
Cash and cash equivalents at end of period
$
1
$
1
$
6
Supplemental disclosures of cash flow information
Cash paid for interest
$
1
$
3
$
2
Cash paid for taxes, net
$
145
$
117
$
111
Non-cash investing activities:
Non-cash distributions from subsidiaries
$
25
$
—
$
—
(1) Dividends received from IBG LLC for the three years ended December 31, 2025, 2024, and 2023, were $ 319 million , $ 246 million and $ 185 million, respectively.
19. Subse quent Events
The Company has evaluated subsequent events for adjustment to or disclosure in its consolidated financial statements through the date these consolidated financial statements were issued.
Except as disclosed in Note 4 and Note 14, no other recordable or disclosable events occurred.
*****
103
Table of Contents
ITEM 9. C HANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. C ONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported accurately and within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our CEO and our CFO, we conducted an evaluation of our disclosure controls and procedures; as such term is defined under Exchange Act Rule 13a-15(e). Based on this evaluation, our CEO and our CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. IBG, Inc.’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of IBG, Inc.; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of IBG, Inc.’s management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Our Accounting Policy Committee (the “APC”) provides a robust framework for the design and implementation of all relevant controls. The APC is comprised of six (6) experienced subject matter experts from within the Company’s accounting and regulatory disciplines, and includes the CFO and the Chief Accounting Officer. The APC is responsible for assessing the effects of complex transactions and related accounting guidance on the Company’s financial statements and to report the results of its assessments to management and to the Audit Committee. The APC’s mandate includes review and approval of the adoption and implementation of accounting guidance (new or newly applicable) by the Company.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, including our CEO and our CFO, assessed the effectiveness of IBG, Inc.’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on management’s assessment and those criteria, management concluded that IBG, Inc. maintained effective internal control over financial reporting as of December 31, 2025.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears herein.
Changes to Internal Control over Financial Reporting
No changes to our internal control over financial reporting for the year ended December 31, 2025 have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
104
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Interactive Brokers Group, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Interactive Brokers Group, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 26, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
New York, New York
February 27, 2026
105
Table of Contents
ITEM 9B. O THER INFORMATION
Rule 10b5-1 Trading Plans
The following table discloses the adoption of Rule 10b5-1 trading plans for the sale of shares of our common stock by our directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) during the three months ended December 31, 2025, each of which is intended to satisfy the affirmative defense conditions of Rule 10b-51(c) under the Exchange Act.
Name
Title
Plan Adoption and/or Termination
Plan Adoption Date
Plan Expiration Date 1
Purchase or Sale
Aggregate Number of IBKR shares to be Sold/Purchased
Lori Conkling
Director (Independent)
Adoption
October 27, 2025
October 30, 2027
Purchase
550
(1) Or upon the earlier completion of all authorized transactions under the plan.
Other than as disclosed above, no other director or officer adopted, modified or terminated a contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) or a “ non-Rule 10b5-1 trading arrangement”, as defined in Item 408(c) of Regulation S-K.
ITEM 9C. D ISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. D IRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information related to the Company’s directors and nominees under the following captions in the Company’s Proxy Statement is incorporated by reference herein:
• “Item 1 - Election of Directors”
• “Item 1 - Election of Directors - Board Meetings and Committees”
Executive Officers and Directors of Interactive Brokers Group, Inc.
Name
Age
Position
Thomas Peterffy
81
Chairman of the Board of Directors
Earl H. Nemser
79
Vice Chairman and Director
Milan Galik
59
Chief Executive Officer, President and Director
Paul J. Brody
65
Chief Financial Officer, Treasurer, Secretary and Director
Thomas AJ Frank
70
Executive Vice President
Lawrence E. Harris
69
Director (Independent)
William Peterffy
36
Director
Nicole Yuen
63
Director (Independent)
Jill Bright
63
Director (Independent)
Richard Repetto
67
Director (Independent)
Lori Conkling
54
Director (Independent)
Thomas Peterffy – Mr. Peterffy, our founder, has been the Chairman of our Board since November 2006 and Chief Executive Officer from November 2006 to September 2019. Mr. Peterffy has been at the forefront of applying computer technology to automate trading and brokerage functions since he emigrated from Hungary to the United States in 1965. In 1977, after purchasing a seat on the American Stock Exchange and trading as an individual market maker in equity options, Mr. Peterffy was among the first to apply a computerized mathematical model to continuously value equity option prices. By 1986, Mr. Peterffy developed and employed a fully integrated, automated market making system for stocks, options and futures. As this pioneering system extended around the globe, online brokerage functions were added and, in 1993, Interactive Brokers was formed.
Earl H. Nemser – Mr. Nemser has been our Vice Chairman since November 2006. Mr. Nemser has been the Vice Chairman of IBG LLC and its predecessors since 1988 and serves as a director and/or officer for various subsidiaries of IBG LLC. Mr. Nemser serves as an Independent Advisor to the law firm Dechert LLP. Mr. Nemser served as Special Counsel to Dechert LLP from January 2005 to October 2018. Prior to such time, Mr. Nemser served as Partner at the law firms of Swidler Berlin Shereff Friedman, LLP from 1995 to December 2004 and Cadwalader, Wickersham & Taft LLP prior to 1995. Mr. Nemser received a Bachelor of Arts degree in economics from New York University in 1967 and a Juris Doctor, magna cum laude, from Boston University School of Law in 1970.
106
Table of Contents
Milan Galik – Mr. Galik joined us in 1990 as a software developer and has served as the Chief Executive Officer of the Company since October 2019. Mr. Galik has also served as President of the Company and IBG LLC since October 2014. Mr. Galik served as Senior Vice President, Software Development of IBG LLC from October 2003 to October 2014. In addition, Mr. Galik has served as Vice President of IBKR Securities Services LLC since April 1998 and served as a member of the board of directors of the Boston Options Exchange from October 2013 to May 2023. Mr. Galik received a Master of Science degree in electrical engineering from the Technical University of Budapest in 1990.
Paul J. Brody – Mr. Brody has been our Chief Financial Officer, Treasurer and Secretary since November 2006. Mr. Brody joined the Company in 1987 and has served as Chief Financial Officer of IBG LLC since December 2003. Mr. Brody serves as a director and/or officer for various of our subsidiaries. From 2005 to 2012, Mr. Brody served as a director, and for a portion of the time as member Vice Chairman, of The Options Clearing Corporation, of which Interactive Brokers LLC and IBKR Securities Services LLC are members. Mr. Brody also served as a director of Quadriserv Inc., an electronic securities lending platform provider, from 2009 to 2015. Mr. Brody received a Bachelor of Arts degree in economics from Cornell University in 1982.
Thomas A. Frank – Dr. Frank joined us in 1985 and has served since July 1999 as Executive Vice President of Interactive Brokers LLC. Dr. Frank served as Interactive Brokers LLC’s Chief Information Officer from July 1999 to April 2024. In addition, Dr. Frank has served as Vice President of IBKR Securities Services LLC since December 1990. Dr. Frank has served as a director of The Options Clearing Corporation, since 2015. Dr. Frank received a Ph.D. in physics from the Massachusetts Institute of Technology in 1985.
Lawrence E. Harris – Dr. Harris has been a director since July 2007 and lead independent director since July 2012. Dr. Harris is the Fred V. Keenan Chair Emeritus in Finance at the University of Southern California Marshall School of Business. Dr. Harris also serves as trustee of the Davis Fundamental ETF Trust, and as the research coordinator of the Institute for Quantitative Research in Finance. Dr. Harris formerly served as Chief Economist of the U.S. Securities and Exchange Commission. Dr. Harris earned his Ph.D. in Economics from the University of Chicago and is a CFA charterholder. Dr. Harris is an expert in the economics of securities market microstructure. Dr. Harris has written extensively about trading rules, transaction costs, index markets, and market regulation. Dr. Harris is also the author of the widely respected textbook Trading and Exchanges: Market Microstructure for Practitioners .
William Peterffy – Mr. William Peterffy has been a director since April 2020, following one year as a Board observer. Mr. William Peterffy is the Chair of the Investment Committee of the Peterffy Foundation where he oversees its investment portfolio. Mr. William Peterffy is also a member of the Board of Trustees of the Collective Heritage Institute (commonly known as Bioneers) and focuses his efforts on sustainability issues. Mr. William Peterffy is the Chief Executive Officer and founder of One Small Planet. Mr. William Peterffy also worked as an investment analyst within the hedge fund industry. Mr. William Peterffy is the son of our Chairman, Mr. Thomas Peterffy.
Nicole Yuen – Ms. Yuen has been a director since July 2020. Ms. Yuen has had a long-standing career in investment banking in Asia for over two decades and is widely credited for her pioneering efforts in internationalizing China’s capital market. Ms. Yuen was formerly Managing Director, Head of Equities, North Asia and Vice Chairman, Greater China for Credit Suisse from 2012 to 2018. Before joining Credit Suisse, Ms. Yuen worked at UBS for 18 years and was formerly a Managing Director, holding various leadership positions, across investment banking and securities divisions in Asia. Ms. Yuen also served as a member of the Listing Committee of the China Securities Regulatory Commission. Prior to investment banking, Ms. Yuen was a partner at Clifford Chance, Hong Kong, after having worked as a lawyer in the U.K., the U.S. and The Netherlands. Ms. Yuen now also sits on the board of Invesco Asia Dragon Trust plc as an independent non-executive director.
Jill Bright – Ms. Bright has been a director since April 2022. Ms. Bright has over three decades of experience in human resources management and administration. Ms. Bright is an operating executive at Crestview Partners focused on human capital management and also serves as Chief Transformation Officer for one of their portfolio companies. Ms. Bright has served as Chief Administrative Officer for LionTree LLC as well as for Condé Nast, led Human Resources & Administration for Sotheby’s and spent over five years in Human Resources at American Express. Ms. Bright is currently a Board Director and Chair of the Human Resource Committee for Pursuit (PRSU) and previously served as a Board Director and Chair of the Compensation Committee for WideOpenWest (WOW). Ms. Bright completed her MBA at New York University's Stern School of Business.
Richard Repetto – Mr. Repetto has been a director since January 2024. Mr. Repetto is a renowned research analyst with over 25 years of experience covering electronic trading and financial technology companies. Mr. Repetto retired in June 2023 as Managing Director and Senior Research Analyst at Piper Sandler. Mr. Repetto is currently employed at Cornerstone Financial Technology Management, a hedge fund focused on using advanced technology in the investment decision making process for financial technology stocks. Throughout his successful career, Mr. Repetto received many accolades, including the Financial Times/StarMine “Global Analyst of the Year” from the Financial Times in 2012. Mr. Repetto is also a board member and is on the audit committee of Tradeweb Markets, Inc.
107
Table of Contents
Lori Conkling – Ms. Conkling has been a director since April 2025. Ms. Conkling has over 25 years of experience in business-to-business and consumer media. She is the Head of TV and Film Licensing at Netflix, one of the world’s leading entertainment services. Ms. Conkling recently served as the Global Head of TV, Film and Sports, YouTube and YouTube TV for Google, where she was also a member of YouTube’s GenAI Advisory Committee. Ms. Conkling previously led strategic development for NBC Universal’s corporate Digital Enterprises team, focusing on growing brands via digital channels and social media platforms. Ms. Conkling is currently on the Board of Visitors for the Fuqua School of Business at Duke University, where Ms. Conkling completed her MBA.
Code of Ethics
IBG, Inc.’s Code of Ethics and Business Conduct applies to all directors, officers and employees, including its Chief Executive Officer, its Chief Financial Officer and its Chief Accounting Officer. Information relating to our Code of Business Conduct and Ethics is included in Part I, Item 1 of this Annual Report on Form 10-K. We will post any amendments to the Code of Ethics and Business Conduct, and any waivers that are required to be disclosed by the rules of either the SEC or Nasdaq on the investor relations section of our website located at www.interactivebrokers.com/ir.
Insider Trading Policy
We have adopted an Insider Trading Policy that governs the purchase, sale and/or other dispositions of our securities by our directors, officers and employees, as well as their immediate family members and entities owned or controlled by them, that is designed to promote compliance with insider trading laws, rules and regulations.
ITEM 11. E XECUTIVE COMPENSATION
Information relating to director and executive officer compensation under the following captions in the Company’s Proxy Statement is incorporated by reference herein:
• “Compensation of Directors”
• “Executive Compensation”
ITEM 12. S ECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Other information relating to security ownership of certain beneficial owners and management is set forth under the caption “Beneficial Ownership of Directors, Executive Officers and Owners of More than Five Percent” in the Company’s Proxy Statement and such information is incorporated by reference herein.
ITEM 13. T RANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
Information regarding certain relationships and related transactions under the following caption in the Company’s Proxy Statement and such information is incorporated by reference herein:
• “Certain Relationships and Related Transactions”
ITEM 14. P RINCIPAL ACCOUNTANT FEES AND SERVICES
Information regarding principal accounting fees and under the following caption in the Company’s Proxy Statement is incorporated by reference herein:
• “Item 2 - Ratification of Appointment of Independent Registered Public Accounting Firm”
108
Table of Contents
PART IV
ITEM 15. E XHIBITS AND FINANCIAL STATEMENT SCHEDULES
Documents filed as part of this report
1. Consolidated Financial Statements
The consolidated financial statements required to be filed in the Annual Report on Form 10-K are listed on page 59 hereof and in Part II, Item 8 hereof.
2. Exhibits
Exhibit
Number
Description
3.1
Second Amended and Restated Certificate of Incorporation of Interactive Brokers Group, Inc. (filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2025 filed by the Company on August 6, 2025). **
3.2
Amended bylaws of Interactive Brokers Group, Inc. (filed as Exhibit 3.1 to the Form 8-K filed by the Company on February 24, 2016). **
4.1
Description of the Registrant’s Securities.
10.1
Amended and Restated Operating Agreement of IBG LLC (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2007 filed by the Company on June 15, 2007). **
10.2
Form of Limited Liability Company Operating Agreement of IBG Holdings LLC (filed as Exhibit 10.5 to Amendment No. 1 to the Registration Statement on Form S-1 filed by the Company on February 12, 2007). **
10.3
Exchange Agreement by and among Interactive Brokers Group, Inc., IBG Holdings LLC, IBG LLC and the Members of IBG LLC (filed as Exhibit 10.3 to the Quarterly Report on Form 10-Q for the Quarterly Period Ended September 30, 2009 filed by the Company on November 11, 2009). **
10.4
Tax Receivable Agreement by and between Interactive Brokers Group, Inc. and IBG Holdings LLC (filed as Exhibit 10.3 to the Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31, 2007 filed by the Company on June 15, 2007). **
10.5
Amended Interactive Brokers Group, Inc. 2007 Stock Incentive Plan (filed as Exhibit 10.5 to Form 10-Q for the Quarterly Period Ended June 30, 2025 filed by the Company on August 6, 2025). **+
10.6
Interactive Brokers Group, Inc. 2007 ROI Unit Stock Plan. (filed as Exhibit 10.9 to Amendment No. 2 to the Registration Statement on Form S-1 filed by the Company on April 4, 2007). **+
10.7
Interactive Brokers Group, Inc. Amendment to the Exchange Agreement (filed as Exhibit 10.1 to the Form 8-K filed by the Company on June 6, 2012). **+
10.8
Second Amendment to Exchange Agreement by and among Interactive Brokers Group, Inc., IBG Holdings LLC, IBG (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the Quarterly Period Ended September 31, 2015 filed by the Company on November 9, 2015). **
10.9
First Amendment to Limited Liability Company Agreement of IBG Holdings LLC (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the Quarterly Period Ended September 31, 2015 filed by the Company on November 9, 2015). **
19.1
Insider Trading Policies and Procedures.
21.1
Subsidiaries of the registrant.
23.1
Consent of Independent Registered Public Accounting Firm.
31.1
Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1
Policy Relating to Recovery of Erroneously Awarded Compensation. (filed as Exhibit 97.1 to the Annual Report on Form 10-K for the Annual Period Ended December 31, 2023 filed by the Company on February 27, 2024) **
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.*
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
** Previously filed; incorporated herein by reference.
+ These exhibits relate to management contracts or compensatory plans or arrangements.
* Attached as Exhibit 101 to this Annual Report on Form 10-K for the annual period ended December 31, 2025, are the following materials formatted in iXBRL (Inline eXtensible Business Reporting Language) (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Changes in Stockholders’ Equity and (v) Notes to the Consolidated Financial Statements tagged in detail levels 1-4.
ITEM 16. 1 0-K SUMMARY
None.
109
Table of Contents
S IGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INTERACTIVE BROKERS GROUP, INC.
/s/ Paul J. Brody
Name:
Paul J. Brody
Title:
Chief Financial Officer, Treasurer and Secretary
(Signing both in his capacity as a duly authorized officer and as principal financial officer of the registrant)
Date: February 27, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature
Title
Date
/s/ Thomas Peterffy
Thomas Peterffy
Chairman of the Board of Directors
February 27, 2026
/s/ Earl H. Nemser
Earl H. Nemser
Vice Chairman of the Board of Directors
February 27, 2026
/s/ Milan Galik
Milan Galik
Chief Executive Officer and President
(Principal Executive Officer)
February 27, 2026
/s/ Denis mendonca
Denis Mendonca
Chief Accounting Officer
(Principal Accounting Officer)
February 27, 2026
/s/ Lawrence E. Harris
Lawrence E. Harris
Director
February 27, 2026
/s/ N ICOLE YUEN
Nicole Yuen
Director
February 27, 2026
/s/ R ICHARD REPETTO
Richard Repetto
Director
February 27, 2026