Interactive Brokers Group (IBKR) 10-K/A risk factor changes: FY2025 vs FY2024

For the year ended December [removed: 31, 2024][added: 31, 2025]

Indicate by check mark whether the registrant is a [removed: well\-known] [added: well-known] seasoned issuer, as defined in Rule 405 of the securities act.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation [removed: S\-T] [added: S-T] during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a [removed: non\-accelerated] [added: non-accelerated] filer, a smaller reporting company, or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule [removed: 12b\-2] [added: 12b-2] of the Exchange Act.

| Large accelerated filer x | Accelerated filer o | [removed: Non\-accelerated] [added: Non-accelerated] filer o | Smaller reporting company o | Emerging growth company o |

Indicate by check mark whether the registrant is a shell company (as defined in Rule [removed: 12b\-2] [added: 12b-2] of the Exchange Act).

The aggregate market value of the voting and [removed: non\-voting] [added: non-voting] common equity stock held by [removed: non\-affiliates] [added: non-affiliates] of the registrant was approximately [removed: 12,885,708,490] [added: $23,755,862,670] computed by reference to the [removed: $122.60] [added: $55.41] closing sale price of the common stock on the Nasdaq Global Select Market, on June [removed: 28, 2024,] [added: 30, 2025,] the last business day of the registrant’s most recently completed second fiscal quarter.

As of February [removed: 21, 2025,] [added: 23, 2026,] there were [removed: 108,931,614] [added: 445,439,458] shares of the issuer’s Class A common stock, par value $0.01 per share, outstanding and [removed: 100] [added: 400] shares of the issuer’s Class B common stock, par value $0.01 per share, outstanding.

Documents Incorporated by Reference: Portions of Registrant’s definitive proxy statement for its [removed: 2025] [added: 2026] annual meeting of shareholders are incorporated by reference in Part III of this Form [removed: 10\-K.][added: 10-K.]

This Amendment No. 1 (this "Amendment") to the Annual Report on Form 10-K filed on February 27, [removed: 2025] [added: 2026] (the [removed: “Original] [added: "Original] Annual [removed: Report”)] [added: Report")] of Interactive Brokers Group, Inc. (the [removed: “Company”)] [added: "Company")] is being filed solely for the purpose of correcting [removed: the inadvertent omissions of] a [removed: 10b5-1 trading plan adopted by one of the Company’s named executive officers and a modification of an existing 10b5-1 trading plan of another named executive officer, of the Company,] [added: clerical error] under the caption [removed: “Item 9B.][added: "Item 9A.]

[removed: “Other Information” in] [added: Controls and Procedures" of] the Original Annual Report.

The Company has included as exhibits to this Amendment updated certifications from the [removed: Company’s] [added: Company's] Principal Executive Officer and Principal Financial Officer pursuant to Sections 302 and 906 of the [removed: Sarbanes Oxley.][added: Sarbanes-Oxley Act.]

Explanatory Note

Under the second paragraph of the "Opinion on Internal Control over Financial Reporting" section in the Report of Independent Registered Public Accounting Firm, the opinion date of the Company's financial statements was incorrectly disclosed as February 26, 2026.

The correct date is February 27, 2026.

A revised Report of Independent Registered Public Accounting Firm related to Internal Controls over Financial Reporting is included in this Amendment.

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 27, 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

Explanatory Note

Other Information” on page 113 of the Form 10-K by amending only the data appearing in Part II, Item 9B.

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, 2024, 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 | |

| Thomas Peterffy | | Chairman of the Board of Directors | | Adoption | | October 31, 2024 | | June 2, 2025 | | Sale | | 1,612,926 | (2) |

________________________

(1)Or upon the earlier completion of all authorized transactions under the plan.

(2)Shares held through Conyers Investments LLC, which is indirectly wholly owned by Thomas Peterffy.

Mr. Peterffy is also a manager of Conyers Investments LLC with the unilateral power to vote or sell the shares.

Mr. Earl Nemser, the Company’s Vice Chairman, modified his 10b5-1 plan adopted on August 20, 2024 to extend the expiration date to August 31, 2025.

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.

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The exhibit index below lists the exhibits that are [removed: field] [added: filed] as part of this amendment.

| [removed: Exhibit‎Number] [added: Exhibit ‎Number] | [added: |] Description |

| 31.1 | [added: |] [Certification of Chief Executive Officer, pursuant to Section 302 of the [removed: Sarbanes\-Oxley] [added: Sarbanes-Oxley] Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1381197/000138119725000039/ibkr-20241231xex31_1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1381197/000138119726000072/ibkr-ex31_1.htm)] |

| 31.2 | [added: |] [Certification of Chief Financial Officer, pursuant to Section 302 of the [removed: Sarbanes\-Oxley] [added: Sarbanes-Oxley] Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1381197/000138119725000039/ibkr-20241231xex31_2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1381197/000138119726000072/ibkr-ex31_2.htm)] |

| 32.1 | [added: |] [Certification of Chief Executive Officer, pursuant to Section 906 of the [removed: Sarbanes\-Oxley] [added: Sarbanes-Oxley] Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1381197/000138119725000039/ibkr-20241231xex32_1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1381197/000138119726000072/ibkr-ex32_1.htm)] |

| 32.2 | [added: |] [Certification of Chief Financial Officer, pursuant to Section 906 of the [removed: Sarbanes\-Oxley] [added: Sarbanes-Oxley] Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1381197/000138119725000039/ibkr-20241231xex32_2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1381197/000138119726000072/ibkr-ex32_2.htm)] |

| 104 | [added: |] Cover Page Interactive Data File [removed: –] [added: -] the cover page XBRL tags are embedded within the Inline XBRL document. |

Pursuant to the requirements of Section 13 or 15(d) [added: of] 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.

Date: March [removed: 4, 2025][added: 31, 2026]

SIGNATURES

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| 101.INS | XBRL Instance Document* |

| 101.SCH | XBRL Extension Schema* |

| 101.CAL | XBRL Extension Calculation Linkbase* |

| 101.DEF | XBRL Extension Definition Linkbase* |

| 101.LAB | XBRL Extension Label Linkbase* |

| 101.PRE | XBRL Extension Presentation Linkbase* |

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SIGNATURES