Interactive Brokers Group 10-Q 2025-09-30

Filed 2025-11-05. 8 sections, 291K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


(Mark One)
þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025 OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number: 001-33440

INTERACTIVE BROKERS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware ‎(State or other jurisdiction of ‎incorporation or organization)30-0390693 ‎(I.R.S. Employer ‎Identification No.)

One Pickwick Plaza

Greenwich**,** Connecticut 06830

(Address of principal executive office)

(203) 618-5800

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þAccelerated filer oNon-accelerated filer o ‎Smaller reporting company oEmerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Title of each classTrading SymbolName of the exchange on which registered
Common Stock, par value $.01 per shareIBKRThe Nasdaq Global Select Market

As of October 31, 2025, there were 445,363,717 shares of the issuer’s Class A common stock, par value $0.01 per share, outstanding and 400 shares of the issuer’s Class B common stock, par value $0.01 per share, outstanding.

QUARTERLY REPORT ON FORM 10**-**Q FOR THE QUARTER ENDED SEPTEMBER 30, 2025

Tab****le of Contents

PART IFINANCIAL INFORMATION
ITEM 1.Financial Statements (Unaudited)
Condensed Consolidated Statements of Financial Condition2
Condensed Consolidated Statements of Comprehensive Income3
Condensed Consolidated Statements of Cash Flows4
Condensed Consolidated Statements of Changes in Equity5
Notes to Condensed Consolidated Financial Statements7
1.Organization of Business7
2.Significant Accounting Policies7
3.Trading Activities and Related Risks17
4.Equity and Earnings per Share18
5.Comprehensive Income21
6.Financial Assets and Financial Liabilities22
7.Collateralized Transactions29
8.Revenues from Contracts with Customers30
9.Other Income (Loss)32
10.Employee Incentive Plans32
11.Income Taxes34
12.Leases35
13.Commitments, Contingencies and Guarantees36
14.Segment Reporting and Geographic Information38
15.Regulatory Requirements39
16.Related Party Transactions40
17.Subsequent Events40
ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations41
ITEM 3.Quantitative and Qualitative Disclosures about Market Risk64
ITEM 4.Controls and Procedures68
PART II**.**OTHER INFORMATION
ITEM 1.Legal Proceedings69
ITEM 1A.Risk Factors69
ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds69
ITEM 3.Defaults upon Senior Securities69
ITEM 4.Mine Safety Disclosures69
ITEM 5.Other Information70
ITEM 6.Exhibits71
Signature

i

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS (Unaudited)

Interactive Brokers Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Financial Condition

(Unaudited)

September 30,December 31,
(in millions, except share amounts)20252024
Assets
Cash and cash equivalents$5,128$3,633
Cash - segregated for regulatory purposes48,78436,600
Securities - segregated for regulatory purposes38,69127,846
Securities borrowed11,5685,369
Securities purchased under agreements to resell8,5246,575
Financial instruments owned, at fair value
Financial instruments owned3,0281,847
Financial instruments owned and pledged as collateral9977
Total financial instruments owned, at fair value3,1271,924
Receivables
Customers, less allowance for credit losses of $22 and $25 as of September 30, 2025 and December 31, 202477,58864,432
Brokers, dealers, and clearing organizations4,7732,196
Interest488446
Total receivables82,84967,074
Other assets1,5511,121
Total assets$200,222$150,142
Liabilities and equity
Short-term borrowings$10$14
Securities loaned27,03116,248
Securities sold under agreements to repurchase894—
Financial instruments sold, but not yet purchased, at fair value499293
Payables
Customers149,442115,343
Brokers, dealers, and clearing organizations1,541476
Affiliate215195
Accounts payable, accrued expenses and other liabilities793665
Interest317311
Total payables152,308116,990
Total liabilities180,742133,545
Commitments, contingencies and guarantees (see Note 13)
Equity
Stockholders’ equity
Common stock, $0.01 par value per share
Class A – Authorized - 4,000,000,000 shares, Issued - 445,923,364 and 436,244,236 shares, Outstanding – 445,331,214 and 435,618,452 shares as of September 30, 2025 and December 31, 202411
Class B – Authorized - 1,000 shares, Issued and Outstanding – 400 shares as of September 30, 2025 and December 31, 2024——
Additional paid-in capital1,9431,816
Retained earnings3,1172,515
Accumulated other comprehensive income, net of income taxes of $0 as of both September 30, 2025 and December 31, 202452(45)
Treasury stock, at cost, 592,150 and 625,784 shares as of September 30, 2025 and December 31, 2024(7)(7)
Total stockholders’ equity5,1064,280
Noncontrolling interests14,37412,317
Total equity19,48016,597
Total liabilities and equity$200,222$150,142

See accompanying notes to the condensed consolidated financial statements.

Interactive Brokers Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
(in millions, except share or per share amounts)2025202420252024
Revenues
Commissions$537$435$1,567$1,220
Other fees and services6672206199
Other income855619238
Total non-interest income6885631,9651,457
Interest income2,1011,8885,7105,476
Interest expense(1,134)(1,086)(3,113)(3,135)
Total net interest income9678022,5972,341
Total net revenues1,6551,3654,5623,798
Non-interest expenses
Execution, clearing and distribution fees92116329332
Employee compensation and benefits156145473436
Occupancy, depreciation and amortization24267277
Communications1193229
General and administrative62153185255
Customer bad debt(2)7—14
Total non-interest expenses3434561,0911,143
Income before income taxes1,3129093,4712,655
Income tax expense12675315217
Net income1,1868343,1562,438
Less net income attributable to noncontrolling interests9236502,4561,900
Net income available for common stockholders$263$184$700$538
Earnings per share
Basic$0.59$0.42$1.59$1.25
Diluted$0.59$0.42$1.58$1.24
Weighted average common shares outstanding
Basic444,060,813435,031,964439,434,716431,410,388
Diluted446,528,983438,145,440442,507,940435,096,780
Comprehensive income
Net income available for common stockholders$263$184$700$538
Other comprehensive income
Cumulative translation adjustment, before income taxes(10)399711
Income taxes related to items of other comprehensive income————
Other comprehensive income (loss), net of tax(10)399711
Comprehensive income available for common stockholders$253$223$797$549
Comprehensive income attributable to noncontrolling interests
Net income attributable to noncontrolling interests$923$650$2,456$1,900
Other comprehensive income - cumulative translation adjustment(28)11427830
Comprehensive income attributable to noncontrolling interests$895$764$2,734$1,930

See accompanying notes to the condensed consolidated financial statements.

Interactive Brokers Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Ca****sh Flows

(Unaudited)

Nine Months Ended September 30,
(in millions)20252024
Cash flows from operating activities
Net income$3,156

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes in Item 1, included elsewhere in this report. In addition to historical information, the following discussion also contains forward-looking statements that include risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under the heading “Risk Factors” in our Annual Report on Form 10-K filed with the Securities Exchange Commission (“SEC”) on February 27, 2025, and elsewhere in this report.

When we use the terms “we,” “us,” “our,” and “IBKR,” we mean IBG, Inc. and its subsidiaries (including IBG LLC) for the periods presented. Unless otherwise indicated, the term “common stock” refers to the Class A common stock of IBG, Inc.

On April 15, 2025, the Company announced its intention to effect a four-for-one forward split of its common stock. This was executed by the filing of an amendment to the Company’s Certificate of Incorporation that, among other things (i) increased the Company’s authorized shares of Class A common stock to 4,000,000,000 shares from 1,000,000,000 shares and (ii) increased the Company’s authorized shares of Class B Common Stock to 1,000 shares from 100 shares to accommodate the stock split. The Company’s Board of Directors subsequently authorized the stock split and each holder of record of common stock as of the close of market on June 16, 2025, received three additional shares of common stock. All prior period share and per share amounts presented herein have been retroactively adjusted to reflect the stock split.

Introduction

Interactive Brokers Group, Inc. (the “Company” or “IBG, Inc.”) is a holding company whose primary asset is its ownership of approximately 26.3% of the membership interests of IBG LLC. The remaining approximately 73.7% of IBG LLC membership interests are held by IBG Holdings LLC (“Holdings”), a holding company that is owned by our founder and Chairman, Mr. Thomas Peterffy and his affiliates, management and other employees of IBG LLC, and certain other members. The table below shows the amount of IBG LLC membership interests held by IBG, Inc. and Holdings as of September 30, 2025.

IBG, Inc.HoldingsTotal
Ownership %26.3%73.7%100.0%
Membership interests445,405,5841,250,737,4161,696,143,000

We are an automated global electronic broker. We custody and service accounts for hedge and mutual funds, exchange-traded funds (“ETFs”), registered investment advisors, proprietary trading groups, introducing brokers and individual investors. We specialize in routing orders and executing and processing trades in stocks, options, futures, forex, bonds, mutual funds, ETFs and precious metals on more than 160 electronic exchanges and market centers in 37 countries and 28 currencies around the world. In addition, our customers can use our trading platform to trade certain cryptocurrencies through third-party cryptocurrency service providers that execute, clear and custody the cryptocurrencies. We also offer trading in forecast contracts, which are event-based contracts traded on ForecastEx LLC, a CFTC-registered exchange and clearinghouse we established.

As an electronic broker, we execute, clear and settle trades globally for both institutional and individual customers. Powered by our proprietary technology, our systems provide our customers with the capability to monitor multiple markets around the world simultaneously and to execute trades electronically at a low cost, in multiple products and currencies from a single trading account. Our overnight trading facilities, available for an array of instruments, support our customers who trade across time zones. The ever-growing complexity of multiple market centers across diverse geographies provides us with ongoing opportunities to build and continuously adapt our order routing software to secure excellent execution prices.

Since our inception in 1977, we have focused on developing proprietary software to automate broker-dealer functions. The proliferation of electronic exchanges and market centers has allowed us to integrate our software with an increasing number of trading venues – as well as with market data sources, securities lending platforms and regulatory reporting facilities – creating one automated platform that requires minimal human intervention.

Our customer base is diverse with respect to geography and type. Currently, our customers reside in over 200 countries and territories. We serve individuals, as well as institutional accounts such as hedge funds, financial advisors, proprietary trading firms and introducing brokers. Specialized products and services that we have developed successfully attract institutional accounts. For example, we offer prime brokerage services, including financing and securities lending, to hedge funds; our model portfolio technology and automated share allocation and rebalancing tools are particularly attractive to financial advisors; and our trading platform, global access and low pricing attract introducing brokers.

‎

Business Environment

During the quarter ended September 30, 2025 (“current quarter”), world equities markets continued their strong performance, with major equity indices rising in most regions. The U.S. market rose 8%, and Europe, the U.K. and Australia recorded single-digit gains, while Germany declined slightly. Markets in Canada, Japan, Hong Kong and China saw double-digit gains this quarter. Several central banks continued to cut their policy interest rates this quarter, including those in the U.S., the U.K., Canada, Australia and Hong Kong. Meanwhile, Japan, Europe and Switzerland kept rates unchanged.

The market continued to recover from concerns earlier this year about the potential imposition of global tariffs, with the S&P 500 up 34% by quarter end from its April lows. This quarter, the market again saw the dominance of a small number of technology stocks (the so-called ‘‘Magnificent 7’’), with those names driving more than half of the S&P 500’s return in the current quarter. More broadly, artificial intelligence (AI)-related stocks, including these seven, accounted for nearly three-quarters of the index’s return, underscoring AI’s prominent role as an investment theme. Demand for AI companies also helped spark a rebound in the initial public offering (IPO) market, as investors sought out more opportunities in new technology and AI firms.

The following summarizes the key economic drivers that affect our business and how they compared to the prior-year quarter:

Global trading volumes. Worldwide, equities volumes at most major trading venues rose in the current quarter as most major market indices rose, compared to the prior-year quarter. In the U.S., according to industry data, average daily volume in listed cash equities volume increased by 53% and in exchange-listed equity-based options by 25%, while futures volumes declined by 10%, compared to the prior-year quarter. Options trading volumes continue to rise with the growing popularity of shorter-dated options contracts. In futures markets, volumes decreased across most product segments, particularly in interest rate, equity index, foreign exchange and energy, as diminished geopolitical and economic uncertainty reduced hedging activity in those areas.

Various market cross-currents led to mixed results across our major product types. While our customers’ equities and options volumes were up 67% and 27%, respectively, futures and foreign exchange volumes were down 7% and 6%, respectively, compared to the prior-year quarter.

Note that while U.S. options, futures and cash equities volumes are readily comparable measures, they reflec

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to various market risks. Our exposures to market risks arise from assumptions built into our pricing models, equity price risk, foreign currency exchange rate fluctuations related to our international operations, changes in interest rates and risks relating to the extension of margin credit to our customers.

Market risk refers to the risk that a change in the level of one or more market prices, rates, indices, implied volatilities (the price volatility of the underlying instrument imputed from option prices), correlations or other market factors, such as market liquidity, will result in losses for a position or portfolio. Generally, we incur trading-related market risk as a result of our remaining market making activities, where the substantial majority of our Value-at-Risk (“VaR”) for market risk exposures is generated. In addition, we incur non-trading-related market risk primarily from investment activities and from foreign currency exposure held in the equity of our foreign subsidiaries, i.e., our non-U.S. brokerage subsidiaries and information technology subsidiaries, and held to meet target balances in our currency diversification strategy.

We use various risk management tools in managing our market risk, which are embedded in our real-time market making systems. We employ certain hedging and risk management techniques to protect us from a severe market dislocation. Our risk management policies are developed and implemented by our Steering Committee, which is chaired by our Chief Executive Officer and comprised of senior executives of our various operating subsidiaries. The strategy of our remaining market making activities is to calculate quotes a few seconds ahead of the market and execute small trades at a tiny but favorable differential as a result. This strategy is made possible by our proprietary pricing model, which evaluates and monitors the risks inherent in our portfolio, assimilates external market data and reevaluates the outstanding quotes in our portfolio many times per second. Our model automatically rebalances our positions throughout each trading day to manage risk exposures on our options and futures positions and the underlying securities and will price the increased risk that a position would add to the overall portfolio into the bid and offer prices we post. Under risk management policies implemented and monitored primarily through our computer systems, reports to management, including risk profiles, profit and loss analysis and trading performance, are prepared on a real-time basis as well as daily and periodical bases. Although our remaining market making activities are completely automated, the trading process and our risk are monitored by a team of individuals who, in real time, observe various risk parameters of our consolidated positions. Our assets and liabilities are marked-to-market daily for financial reporting purposes and re-valued continuously throughout the trading day for risk management and asset/liability management purposes.

We use a covariant VaR methodology to measure, monitor and review the market risk of our market making portfolios, with the exception of fixed income products, and our currency exposures. The risk of fixed income products, which comprise primarily U.S. government securities, is measured using a stress test.

Pricing Model Exposure

As described above, our proprietary pricing model, which continuously evaluates and monitors the risks inherent in our portfolio, assimilates external market data and reevaluates the outstanding quotes in our entire portfolio many times per second. Certain aspects of the model rely on historical prices of securities. If the behavior of price movements of individual securities diverges substantially from what their historical behavior would predict, we might incur trading losses. We attempt to limit such risks by diversifying our portfolio across many different options, futures and underlying securities and avoiding concentrations of positions based on the same underlying security. Historically, our losses from these events have been immaterial in comparison to our annual trading profits.

Foreign Currency Exposure

As a result of our international activities and accumulated earnings in our non-U.S. subsidiaries, our income and equity are exposed to fluctuations in foreign exchange rates. For example, our non-U.S. subsidiaries are exposed to foreign exchange risks as described below:

Some of our non-U.S. subsidiaries support customer transactions in financial instruments, carry bank balances, and borrow and lend securities in various currencies in their regular course of business. At the end of each accounting period, these non-U.S. subsidiaries’ assets and liabilities are revalued into their respective functional currencies for presentation in their financial statements. The resulting foreign currency gains or losses are reported in their income statements and, as translated into U.S. dollars for U.S. GAAP purposes, in our condensed consolidated statements of comprehensive income, as a component of “Other income.”

These non-U.S. subsidiaries’ financial statements are presented in their respective functional currencies, as noted above. For U.S. GAAP purposes, at the end of each accounting period, each non-U.S. subsidiary’s equity is translated at the then prevailing exchange rate into U.S. dollars and the resulting translation gain or loss is reported as OCI in our condensed consolidated statements of financial condition and condensed consolidated statements of comprehensive income.

By periodically converting currency balances into functional currency, we substantially reduce the foreign currency exposures for each of these non-U.S. subsidiaries, which minimizes the impact of exchange rate changes to its income statement. However, historically, we have taken the approach of not hedging our consolidated foreign currency exposures to the U.S. dollar, based on the notion that the cost of constantly hedging over the years would amount to more than the random impact of rate changes on our non-U.S. dollar balances.

Instead, because we conduct business in many countries and many currencies and because we consider ourselves a global enterprise based in a diversified basket of currencies rather than a U.S. dollar-based company, we actively manage our global currency exposure by maintaining our equity in GLOBALs, a basket of currencies. Our risk management systems incorporate cash forex to hedge our currency exposure at little or no cost. Currency spot positions entered into as part of our currency diversification strategy are held by the parent holding company, IBG LLC.

The U.S. dollar value of the GLOBAL increased 0.46% as of September 30, 2025 compared to September 30, 2024. As of September 30, 2025, approximately 25% of our equity was denominated in currencies other than the U.S. dollar.

The effects of our currency diversification strategy appear in two places in the condensed consolidated financial statements: (1) as a component of “Other income” in the condensed consolidated statements of comprehensive income and (2) as OCI in the condensed consolidated statements of financial condition and the condensed consolidated statements of comprehensive income. The full effect of the GLOBAL is captured in the condensed consolidated statements of comprehensive income.

The table below presents a comparison of the U.S. dollar equivalent of the GLOBAL for the periods indicated.

As of 9/30/2024As of 9/30/2025
GLOBAL in% ofNet EquityGLOBAL in% ofNet EquityCHANGE in
CurrencyCompositionFX RateUSD Equiv.Comp.(in USD millions)FX RateUSD Equiv.Comp.(in USD millions)% of Comp.
USD0.721.00000.72075.4%$12,0601.00000.72075.0%$14,612-0.3%
EUR0.091.11350.10010.5%1,6791.17340.10611.0%2,1430.5%
JPY3.910.00700.0272.8%4560.00680.0262.8%537-0.1%
GBP0.021.33760.0272.8%4481.34450.0272.8%5460.0%
CHF0.021.18260.0242.5%3961.25560.0252.6%5100.1%
CNH0.130.14270.0191.9%3110.14030.0181.9%3700.0%
INR1.100.01190.0131.4%2200.01130.0121.3%251-0.1%
CAD0.020.73940.0111.2%1860.71840.0111.1%2190.0%
AUD0.020.69130.0101.1%1740.66130.0101.0%201-0.1%
HKD0.040.12870.0050.5%750.12850.0040.5%910.0%
0.955100.0%$16,0050.960100.0%$19,4800.0%

Interest Rate Risk

We had no variable-rate debt outstanding as of September 30, 2025.

We pay our customers interest based on benchmark overnight interest rates in various currencies, when interest rates are above a benchmark rate plus a small spread, on cash balances above $10 thousand (or equivalent) in securities accounts holding more than $100 thousand and at lower, tiered rates for accounts holding less than $100 thousand (or equivalent) net asset value. In currencies, if any, with negative rates, we pass through the cost of holding certain cash balances to our customers; therefore, we charge our customers interest on these cash balances. In a normal rate environment, we typically invest a portion of these funds in U.S. government securities with maturities of up to two years, although given the current interest rate environment, at this time substantially all such investments mature within three months. If interest rates were to increase rapidly and substantially, our net interest income would not increase proportionally with the interest rates for the portion of the funds invested at fixed yields. In addition, the mark-to-market changes in the value of these fixed rate securities will be reflected in other income, instead of net interest income. Our margin balances are priced to a benchmark rate plus a spread, with a minimum charge of 0.75% in U.S. dollars and most foreign currencies.

Based on customer balances and investments outstanding as of September 30, 2025, and assuming reinvestment of maturing instruments in instruments of short-term duration, an increase of 0.25% over current U.S. dollar interest rate levels would increase our net interest income by $77 million on an annualized basis, assuming the full effect of reinvestment at higher rates. A 0.25% increase in all the relevant non-U.S. dollar benchmark rates would increase our net interest income by $33 million on an annualized basis. Our interest rate sensitivity estimate contains separate assumptions for U.S. dollar rates from other currencies’ rates and it isolates the effects of a rate increase on reinvestments. We do not approximate mark-to-market impact from interest rate changes; if U.S. government securities whose prices were to fall under these scenarios were held to maturity, as intended, then the reduction in other income would be

temporary, as the securities would mature at par value. If such securities were sold prior to maturity, the loss would be realized and the proceeds reinvested at prevailing higher interest rates.

We also face the potential for reduced net interest income from customer deposits and margin loans if benchmark rates were to fall. Based on customer balances and investments outstanding as of September 30, 2025, and assuming reinvestment of maturing instruments in instruments of short-term duration, a decrease in U.S. dollar interest rates of 0.25% would decrease our net interest income by $77 million on an annualized basis, assuming the full effect of reinvestment at lower rates. A 0.25% decrease in all the relevant non-U.S. dollar benchmark rates would decrease our net interest income by $35 million on an annualized basis.

We also face interest rate risk due to positions carried for our remaining market making activities to the extent that long or short stock positions may have been established for future or forward dates on options or futures contracts and the value of such positions is impacted by interest rates. The amount of such risk cannot be quantified, however, the current low level of market making positions does not indicate a material potential exposure.

Dividend Risk

We face dividend risk in our remaining market making activities as we derive revenues and incur expenses in the form of dividend income and expense, respectively, from our inventory of equity securities, and must make payments in lieu of dividends on short positions in equity securities within our portfolio. Projected future dividends are an important component of pricing equity options and other derivatives, and incorrect projections may lead to trading losses. The amount of such risk cannot be quantified, however, the current low level of market making positions does not indicate a material potential exposure.

Margin Loans

We extend margin loans to our customers, which are subject to various regulatory requirements. Margin loans are collateralized by cash and securities in the customers’ accounts. The risks associated with margin credit increase during periods of fast market movements or in cases where collateral is concentrated and market movements occur. During such times, customers who utilize margin loans and who have collateralized their obligations with securities may find that the securities have a rapidly depreciating value and may not be sufficient to cover their obligations in the event of a liquidation. We are also exposed to credit risk when our customers execute transactions, such as short sales of options and equities that can expose them to risk beyond their invested capital.

We expect this kind of exposure to increase with the growth of our overall business. Because we indemnify and hold harmless our clearing houses and counterparties from certain liabilities or claims, the use of margin loans and short sales may expose us to significant off-balance-sheet risk if collateral requirements are not sufficient to fully cover losses that customers may incur and those customers fail to satisfy their obligations. As of September 30, 2025, we had $77.6 billion in margin loans extended to our customers. The amount of risk to which we are exposed from the margin loans we extend to our customers and from short sale transactions by our customers is unlimited and not quantifiable as the risk is dependent upon analysis of a potentially significant and undeterminable rise or fall in stock prices. Our account level margin requirements meet or exceed those required by Regulation T of the Board of Governors of the Federal Reserve and FINRA portfolio margin rules, as applicable. As a matter of practice, we enforce real-time margin compliance monitoring and liquidate customers’ positions if their equity falls below required margin requirements.

We have a comprehensive policy implemented in accordance with regulatory standards to assess and monitor the suitability of investors to engage in various trading activities. To mitigate our risk, we also continuously monitor customer accounts to detect excessive concentration, large orders or positions, patterns of day trading and other activities that indicate increased risk to us.

Our credit exposure is to a great extent mitigated by our real-time margining system, which automatically evaluates each account throughout the trading day and closes out positions automatically for accounts that are found to be under-margined. While this methodology is effective in most situations, it may not be effective in situations where no liquid market exists for the relevant securities or commodities or where, for any reason, automatic liquidation for certain accounts has been disabled. Our Market Risk Committee continually monitors and evaluates our risk management policies, including the implementation of policies and procedures to enhance the detection and prevention of potential events to mitigate margin loan losses.

‎

Value**-at-**Risk

We estimate VaR using a historical approach, which uses the historical daily price returns of underlying assets as well as estimates of the end of day implied volatility for options. Our one-day VaR is defined as the unrealized loss in portfolio value that, based on historically observed market risk factors, would have been exceeded with a frequency of one percent, based on a calculation with a confidence interval of 99%.

Our VaR model generally takes into account exposures to equity and commodity price risk and foreign exchange rates.

We use VaR as one of a range of risk management tools. Among their benefits, VaR models permit the estimation of a portfolio’s aggregate market risk exposure, incorporating a range of varied market risks and portfolio assets. One key element of the VaR model is that it reflects risk reduction due to portfolio diversification or hedging activities. However, VaR has various strengths and limitations, which include, but are not limited to: use of historical changes in market risk factors, which may not be accurate predictors of future market conditions, and may not fully incorporate the risk of extreme market events that are outsized relative to observed historical market behavior or reflect the historical distribution of results beyond the confidence interval; and reporting of losses in a single day, which does not reflect the risk of positions that cannot be liquidated or hedged in one day. A small proportion of market risk generated by trading positions is not included in VaR. The modeling of the risk characteristics of some positions relies on approximations that, under certain circumstances, could produce significantly different results from those produced using more precise measures. VaR is most appropriate as a risk measure for trading positions in liquid financial markets and will understate the risk associated with severe events, such as periods of extreme illiquidity.

The VaR calculation simulates the performance of the portfolio based on several years of daily price changes of the underlying assets and determines the VaR as the calculated loss that occurs at the 99th percentile.

Since the reported VaR statistics are estimates based on historical data, VaR should not be viewed as predictive of our future revenues or financial performance or of our ability to monitor and manage risk. There can be no assurance that our actual losses on a particular day will not exceed the indicated VaR or that such losses will not occur more than one time in 100 trading days. VaR does not predict the magnitude of losses which, should they occur, may be significantly greater than the VaR amount.

Stress Test

We estimate the market risk of our fixed income portfolio using a risk analysis model provided by a leading external vendor. For corporate bonds, this stress test is configured to calculate the change in value of each fixed income security in the portfolio over one day in five scenarios each of which represents a parallel shift of the U.S. Treasury yield curve. The scenarios are shifts of +/−100 and +/−200 basis points. For U.S. government securities, the stress test is configured to calculate the change in value of each fixed income security in the portfolio over one day in three scenarios each of which represents a parallel shift of the U.S. Treasury yield curve. The scenarios are shifts of +/−50 basis points.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this quarterly report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective, in all material respects, to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In addition, no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the period covered by this report quarter that has materially affected, or is likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting related to our employees working remotely.

‎

PART II OTHER INFORMATION

ITEM 1**. LEGAL** PROCEEDINGS

There have been no material changes to the legal proceedings disclosed under Part 1, Item 3 of our Annual Report on Form 10-K filed with the SEC on February 27, 2025, except as updated in Note 13 - “Commitments, Contingencies, and Guarantees” to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

Item 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in Part 1, Item 1A of our Annual Report on Form 10-K filed with the SEC on February 27, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of IBG LLC membership interests, held by Holdings, by the Company are governed by the Amended Exchange Agreement, which was filed on Exhibit 10.1 to the Quarterly Report on Form 10-Q for Quarterly Period Ended September 30, 2015 filed by the Company on November 9, 2015. At the time of the Company’s IPO in 2007, three hundred sixty (360) million shares, 1.440 billion shares on a post-split basis, of authorized common stock were reserved for future sales and redemptions.

On an annual basis, each holder of a membership interest may request that some or all of that holder’s interest be redeemed by Holdings. We expect Holdings to use the net proceeds it receives from such sales to redeem an identical number of Holdings membership interests from the requesting holders.

With the consent of Holdings and the Company (on its own behalf and acting as the sole managing member of IBG LLC), IBG LLC agreed in July 2025 to redeem certain membership interests from Holdings through the sale of common stock and the distribution of the proceeds of such sale to the beneficial owners of such membership interests.

On July 30, 2025, the Company filed a Prospectus Supplement on Form 424B5 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. The acquired shares were distributed in-kind to the members of Holdings who elected to redeem a portion of their Holdings membership interests.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

I****TEM 4. MINE SAFETY DISCLOSURES

Not applicable.

‎

Item 5. OTHER 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 September 30, 2025, each of which is intended to satisfy the affirmative defense conditions of Rule 10b-51(c) under the Exchange Act.

NameTitlePlan Adoption and/or TerminationPlan Adoption DatePlan Expiration DatePurchase or SaleAggregate Number of IBKR shares to be Sold
Thomas PeterffyChairman of the Board of DirectorsAdoptionJuly 30, 2025February 8, 2026 1Sale6,064,728 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.

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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Item 6. . Exhibits

Exhibit‎NumberDescription
3.1Second 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).**
3.2Amended bylaws of Interactive Brokers Group, Inc. (filed as Exhibit 3.1 to the Form 8-K filed by the Company on February 24, 2016).**
4.1Description of the Registrant’s Securities (filed as Exhibit 4.1 to the Annual Report on Form 10-K for the Year Ended December 31, 2024 filed by the Company on February 27, 2025).**
10.1Amended 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).**
10.2Form 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).**
10.3Exchange 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).**
10.4Tax 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).**
10.5Interactive Brokers Group, Inc. 2007 Stock Incentive Plan (filed as exhibit 10.5 to the Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2025 filed by the Company on August 6, 2025).**+
10.6Interactive 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).**+
10.7Second 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 30, 2015 filed by the Company on November 9, 2015).**
10.8First 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 30, 2015 filed by the Company on November 9, 2015).**
19.1Insider Trading Policies and Procedures Description of the Registrant’s Securities (filed as Exhibit 19.1 to the Annual Report on Form 10-K for the Year Ended December 31, 2024 filed by the Company on February 27, 2025).**
31.1Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INSXBRL Instance Document*
101.SCHXBRL Extension Schema*
101.CALXBRL Extension Calculation Linkbase*
101.DEFXBRL Extension Definition Linkbase*
101.LABXBRL Extension Label Linkbase*
101.PREXBRL Extension Presentation Linkbase*
104Cover 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 Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, are the following materials formatted in iXBRL (Inline eXtensible Business Reporting Language) (i) the Condensed Consolidated Statements of Financial Condition, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statement of Changes in Stockholders’ Equity and (v) Notes to the Condensed Consolidated Financial Statements tagged in detail levels 1-4.

SIGNA****TURES

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: November 5, 2025