インタラクティブブローカーズGの四半期報告

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 10-Q

_________________________________


(Mark One)

þ			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025 OR

o			TRANSITION 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 þ	Accelerated filer o	Non-accelerated filer o ‎	Smaller reporting company o	Emerging growth company o

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

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


Title of each class	Trading Symbol	Name of the exchange on which registered
Common Stock, par value $.01 per share	IBKR	The Nasdaq Global Select Market

As of August 6, 2025, there were 445,246,976 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.

Table of Contents

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

Table of Contents


PART I	FINANCIAL INFORMATION
ITEM 1.	Financial Statements (Unaudited)
	Condensed Consolidated Statements of Financial Condition	2
	Condensed Consolidated Statements of Comprehensive Income	3
	Condensed Consolidated Statements of Cash Flows	4
	Condensed Consolidated Statements of Changes in Equity	5
	Notes to Condensed Consolidated Financial Statements	7
	1.Organization of Business	7
	2.Significant Accounting Policies	7
	3.Trading Activities and Related Risks	16
	4.Equity and Earnings per Share	17
	5.Comprehensive Income	20
	6.Financial Assets and Financial Liabilities	21
	7.Collateralized Transactions	28
	8.Revenues from Contracts with Customers	29
	9.Other Income (Loss)	31
	10.Employee Incentive Plans	31
	11.Income Taxes	33
	12.Leases	34
	13.Commitments, Contingencies and Guarantees	35
	14.Segment Reporting and Geographic Information	37
	15.Regulatory Requirements	39
	16.Related Party Transactions	39
	17.Subsequent Events	40
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	65
ITEM 4.	Controls and Procedures	69
PART II.	OTHER INFORMATION
ITEM 1.	Legal Proceedings	70
ITEM 1A.	Risk Factors	70
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	70
ITEM 3.	Defaults upon Senior Securities	70
ITEM 4.	Mine Safety Disclosures	70
ITEM 5.	Other Information	71
ITEM 6.	Exhibits	72
	Signature

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)

Interactive Brokers Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Financial Condition

(Unaudited)



	June 30,		December 31,
(in millions, except share amounts)	2025		2024
Assets
Cash and cash equivalents	$	4,688	$	3,633
Cash - segregated for regulatory purposes		45,057		36,600
Securities - segregated for regulatory purposes		36,972		27,846
Securities borrowed		10,145		5,369
Securities purchased under agreements to resell		9,529		6,575
Financial instruments owned, at fair value
Financial instruments owned		3,777		1,847
Financial instruments owned and pledged as collateral		79		77
Total financial instruments owned, at fair value		3,856		1,924
Receivables
Customers, less allowance for credit losses of $23 and $25 as of June 30, 2025 and December 31, 2024		65,346		64,432
Brokers, dealers, and clearing organizations		4,074		2,196
Interest		454		446
Total receivables		69,874		67,074
Other assets		1,354		1,121
Total assets	$	181,475	$	150,142
Liabilities and equity
Short-term borrowings	$	8	$	14
Securities loaned		21,229		16,248
Financial instruments sold, but not yet purchased, at fair value		494		293
Payables
Customers		138,417		115,343
Brokers, dealers, and clearing organizations		1,682		476
Affiliate		180		195
Accounts payable, accrued expenses and other liabilities		664		665
Interest		283		311
Total payables		141,226		116,990
Total liabilities		162,957		133,545
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 - 442,087,364 and 436,244,236 shares, Outstanding – 441,362,243 and 435,618,452 shares as of June 30, 2025 and December 31, 2024		1		1
Class B – Authorized - 1,000 shares, Issued and Outstanding – 400 shares as of June 30, 2025 and December 31, 2024		—		—
Additional paid-in capital		1,886		1,816
Retained earnings		2,890		2,515
Accumulated other comprehensive income, net of income taxes of $0 as of both June 30, 2025 and December 31, 2024		62		(45)
Treasury stock, at cost, 725,121 and 625,784 shares as of June 30, 2025 and December 31, 2024		(14)		(7)
Total stockholders’ equity		4,825		4,280
Noncontrolling interests		13,693		12,317
Total equity		18,518		16,597
Total liabilities and equity	$	181,475	$	150,142

See accompanying notes to the condensed consolidated financial statements.

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Interactive Brokers Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)



	Three Months Ended June 30,				Six Months Ended June 30,
(in millions, except share or per share amounts)	2025		2024		2025		2024
Revenues
Commissions	$	516	$	406	$	1,030	$	785
Other fees and services		62		68		140		127
Other income (loss)		42		(36)		107		(18)
Total non-interest income		620		438		1,277		894

Interest income		1,891		1,828		3,609		3,588
Interest expense		(1,031)		(1,036)		(1,979)		(2,049)
Total net interest income		860		792		1,630		1,539
Total net revenues		1,480		1,230		2,907		2,433

Non-interest expenses
Execution, clearing and distribution fees		116		115		237		216
Employee compensation and benefits		163		146		317		291
Occupancy, depreciation and amortization		24		25		48		51
Communications		11		10		21		20
General and administrative		61		52		123		102
Customer bad debt		1		2		2		7
Total non-interest expenses		376		350		748		687
Income before income taxes		1,104		880		2,159		1,746
Income tax expense		98		71		189		142
Net income		1,006		809		1,970		1,604
Less net income attributable to noncontrolling interests		782		630		1,533		1,250
Net income available for common stockholders	$	224	$	179	$	437	$	354

Earnings per share
Basic	$	0.51	$	0.42	$	1.00	$	0.82
Diluted	$	0.51	$	0.41	$	0.99	$	0.82
Weighted average common shares outstanding
Basic		438,457,863		430,876,080		437,083,330		429,579,700
Diluted		441,439,924		434,507,344		440,459,081		433,552,552

Comprehensive income
Net income available for common stockholders	$	224	$	179	$	437	$	354
Other comprehensive income
Cumulative translation adjustment, before income taxes		79		(2)		107		(28)
Income taxes related to items of other comprehensive income		—		—		—		—
Other comprehensive income (loss), net of tax		79		(2)		107		(28)
Comprehensive income available for common stockholders	$	303	$	177	$	544	$	326

Comprehensive income attributable to noncontrolling interests
Net income attributable to noncontrolling interests	$	782	$	630	$	1,533	$	1,250
Other comprehensive income - cumulative translation adjustment		227		(8)		306		(84)
Comprehensive income attributable to noncontrolling interests	$	1,009	$	622	$	1,839	$	1,166

See accompanying notes to the condensed consolidated financial statements.

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Interactive Brokers Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)



	Six Months Ended June 30,
(in millions)	2025		2024
Cash flows from operating activities
Net income	$	1,970	$	1,604
Adjustments to reconcile net income to net cash from operating activities
Deferred income taxes		8		6
Depreciation and amortization		30		34
Amortization of right-of-use assets		15		14
Employee stock plan compensation		59		54
Unrealized (gains) losses on other investments, net		(33)		(5)
Customer bad debt expense		2		7
Shares distributed to customers under IBKR Promotions		17		11
Change in operating assets and liabilities
Securities - segregated for regulatory purposes		(9,126)		7,068
Securities borrowed		(4,776)		(383)
Securities purchased under agreements to resell		(2,954)		(707)
Financial instruments owned, at fair value		(1,928)		(277)
Receivables from customers		(915)		(10,787)
Other receivables		(1,886)		(295)
Other assets		(191)		(104)
Securities loaned		4,981		4,335
Financial instruments sold, but not yet purchased, at fair value		201		280
Payable to customers		23,074		2,361
Other payables		1,175		88
Net cash provided by operating activities		9,723		3,304
Cash flows from investing activities
Purchases of other investments		(38)		(4)
Purchase of property, equipment and intangible assets		(30)		(23)
Net cash used in investing activities		(68)		(27)
Cash flows from financing activities
Short-term borrowings, net		(6)		(6)
Dividends paid to stockholders		(62)		(38)
Distributions to noncontrolling interests		(484)		(404)
Repurchases of common stock for employee tax withholdings		(84)		(54)
Proceeds from the sale of treasury stock		95		57
Payments made under the Tax Receivable Agreement		(15)		(25)
Net cash used in financing activities		(556)		(470)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		413		(112)
Net increase in cash, cash equivalents and restricted cash		9,512		2,695
Cash, cash equivalents and restricted cash at beginning of period		40,233		32,593
Cash, cash equivalents and restricted cash at end of period	$	49,745	$	35,288
Cash, cash equivalents and restricted cash
Cash and cash equivalents		4,688		3,918
Cash segregated for regulatory purposes		45,057		31,370
Cash, cash equivalents and restricted cash at end of period	$	49,745	$	35,288
Supplemental disclosures of cash flow information
Cash paid for interest	$	2,007	$	2,040
Cash paid for taxes, net	$	193	$	152
Cash paid for amounts included in lease liabilities	$	21	$	20
Non-cash financing activities
Adjustments to additional paid-in capital for changes in proportionate ownership in IBG LLC	$	46	$	38
Adjustments to noncontrolling interests for changes in proportionate ownership in IBG LLC	$	(46)	$	(38)

See accompanying notes to the condensed consolidated financial statements.

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Interactive Brokers Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Equity

Six Months Ended June 30, 2025

(Unaudited)


	Class A Common Stock									Accumulated
				Additional						Other		Total		Non-
	Issued	Par		Paid-In		Treasury		Retained		Comprehensive		Stockholders'		controlling		Total
(in millions, except share amounts)	Shares	Value		Capital		Stock		Earnings		Income		Equity		Interests		Equity
Balance, December 31, 2024	436,244,236	$	1	$	1,816	$	(7)	$	2,515	$	(45)	$	4,280	$	12,317	$	16,597
Issuance of common stock - IBKR Promotion	200,000				3		(10)						(7)		7		—
Common stock distributed pursuant to stock incentive plans
Net distribution of common stock - IBKR Promotion							6						6		1		7
Compensation for stock grants vesting in the future					8								8		23		31
Dividends paid to stockholders - $0.0625 per share									(27)				(27)				(27)
Distributions from IBG LLC to noncontrolling interests													—		(196)		(196)
Adjustments for changes in proportionate ownership in IBG LLC					1								1		(1)		—
Comprehensive income									213		28		241		830		1,071
Balance, March 31, 2025	436,444,236	$	1	$	1,828	$	(11)	$	2,701	$	(17)	$	4,502	$	12,981	$	17,483
Common stock distributed pursuant to stock incentive plans	5,443,128												—
Issuance of common stock - IBKR Promotion	200,000				2		(11)						(9)		8		(1)
Net distribution of common stock - IBKR Promotion							8						8		—		8
Compensation for stock grants vesting in the future					8								8		20		28
Repurchases of common stock for employee tax withholdings under stock incentive plans							(84)						(84)				(84)
Sales of treasury stock					3		84						87		8		95
Dividends paid to stockholders - $0.08 per share									(35)				(35)				(35)
Distributions from IBG LLC to noncontrolling interests													—		(288)		(288)
Adjustments for changes in proportionate ownership in IBG LLC					45								45		(45)		—
Comprehensive income									224		79		303		1,009		1,312
Balance, June 30, 2025	442,087,364	$	1	$	1,886	$	(14)	$	2,890	$	62	$	4,825	$	13,693	$	18,518

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Interactive Brokers Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Equity

Six Months Ended June 30, 2024

(Unaudited)


	Class A Common Stock									Accumulated
				Additional						Other		Total		Non-
	Issued	Par		Paid-In		Treasury		Retained		Comprehensive		Stockholders'		controlling		Total
(in millions, except share amounts)	Shares	Value		Capital		Stock		Earnings		Income		Equity		Interests		Equity
Balance, December 31, 2023	428,715,712	$	1	$	1,726	$	(3)	$	1,852	$	8	$	3,584	$	10,483	$	14,067
Issuance of common stock - IBKR Promotion	200,000				1		(4)						(3)		3		—
Common stock distributed pursuant to stock incentive plans	—
Net distribution of common stock - IBKR Promotion							4						4		1		5
Compensation for stock grants vesting in the future					8								8		20		28
Dividends paid to stockholders - $0.025 per share									(11)				(11)				(11)
Distributions from IBG LLC to noncontrolling interests													—		(123)		(123)
Adjustments for changes in proportionate ownership in IBG LLC					1								1		(1)		—
Comprehensive income									175		(26)		149		544		693
Balance, March 31, 2024	428,915,712	$	1	$	1,736	$	(3)	$	2,016	$	(18)	$	3,732	$	10,927	$	14,659
Common stock distributed pursuant to stock incentive plans	5,389,184												—				—
Issuance of common stock - IBKR Promotion	200,000				2		(6)						(4)		4		—
Net distribution of common stock - IBKR Promotion							5						5		—		5
Compensation for stock grants vesting in the future					6								6		20		26
Repurchases of common stock for employee tax withholdings under stock incentive plans							(54)						(54)				(54)
Sales of treasury stock					1		54						55		2		57
Dividends paid to stockholders - $0.0625 per share									(27)				(27)				(27)
Distributions from IBG LLC to noncontrolling interests													—		(281)		(281)
Adjustments for changes in proportionate ownership in IBG LLC					37								37		(37)		—
Comprehensive income									179		(2)		177		622		799
Balance, June 30, 2024	434,504,896	$	1	$	1,782	$	(4)	$	2,168	$	(20)	$	3,927	$	11,257	$	15,184

See accompanying notes to the condensed consolidated financial statements.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

1. Organization of Business

Interactive Brokers Group, Inc. (“IBG, Inc.”) is a Delaware holding company whose primary asset is its ownership of approximately 26.0% of the membership interests of IBG LLC, which, in turn, owns operating subsidiaries (collectively, “IBG LLC”). IBG, Inc. together with IBG LLC and its consolidated subsidiaries (collectively, “the Company”), is an automated global electronic broker specializing in executing and clearing trades in stocks, options, futures, foreign exchange instruments, bonds, mutual funds, exchange-traded funds (“ETFs”), precious metals, and forecast contracts on more than 160 electronic exchanges and market centers around the world and offering custody, prime brokerage, securities and margin lending services to customers. In addition, the Company’s customers can use its trading platform to trade certain cryptocurrencies through third-party cryptocurrency service providers that execute, clear and custody the cryptocurrencies. In the United States of America (“U.S.”), the Company conducts its business primarily from its headquarters in Greenwich, Connecticut and from Chicago, Illinois. Abroad, the Company conducts its business through offices located in Canada, the United Kingdom, Ireland, Switzerland, Hungary, India, China (Hong Kong and Shanghai), Japan, Singapore, and Australia. As of June 30, 2025, the Company had 3,087 employees worldwide.

IBG LLC is a Connecticut limited liability company that conducts its business through its significant operating subsidiaries: Interactive Brokers LLC (“IB LLC”); IBKR Securities Services LLC (“IBKRSS”); Interactive Brokers Canada Inc. (“IBC”); Interactive Brokers (U.K.) Limited (“IBUK”); Interactive Brokers Ireland Limited (“IBIE”); IBKR Financial Services AG (“IBKRFS”); Interactive Brokers (India) Private Limited (“IBI”); Interactive Brokers Hong Kong Limited (“IBHK”); Interactive Brokers Securities Japan, Inc. (“IBSJ”); Interactive Brokers Singapore Private Limited (“IBSG”); and Interactive Brokers Australia Pty Limited (“IBA”).

Certain operating subsidiaries are members of various securities and commodities exchanges in North America, Europe and the Asia/Pacific region and are subject to regulatory capital and other requirements (see Note 15). IB LLC, IBKRSS, IBC, IBUK, IBIE, IBI, IBHK, IBSJ, IBSG and IBA carry securities accounts for customers or perform custodial functions relating to customer securities.

2. Significant Accounting Policies

Basis of Presentation

These condensed consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding financial reporting with respect to Form 10-Q.

These condensed consolidated financial statements are unaudited and should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2024 Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 27, 2025. The condensed consolidated financial information as of December 31, 2024 has been derived from the audited financial statements not included herein.

These condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries and reflect all adjustments of a normal and recurring nature that are, in the opinion of management, necessary for the fair presentation of the results for the periods presented. The operating results for interim periods are not necessarily indicative of the operating results for the entire year.

On April 15, 2025, the Company announced its intention to effect a four-for-one forward split of its common stock in the form of a stock dividend. This was executed by the filing of an amendment to the Company’s Certificate of Incorporation, which was approved by the Company’s Board of Directors and the Company’s majority stockholder on April 14, 2025 and on April 22, 2025, respectively, that, among other things (i) increased the Company’s authorized shares of Class A common stock to 4,000,000,000 shares from 1,000,000,000 shares and (ii) increased the Company’s authorized shares of Class B Common Stock to 1,000 shares from 100 shares to accommodate the stock split. Each holder of record of common stock as of the close of market on June 16, 2025, received three additional shares of common stock. All prior period share, per share amounts and stock incentive awards presented herein have been retroactively adjusted to reflect the stock split.

Principles of Consolidation, including Noncontrolling Interests

These condensed consolidated financial statements include the accounts of IBG, Inc. and its majority and wholly-owned subsidiaries. As sole managing member of IBG LLC, IBG, Inc. exerts control over IBG LLC’s operations. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, “Consolidation,” the Company consolidates IBG LLC’s financial statements and records the interests in IBG LLC that it does not own as noncontrolling interests.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

The Company’s policy is to consolidate all other entities in which it owns more than 50% unless it does not have control and any potential variable interest entities (“VIEs”) where the Company is deemed to be the primary beneficiary when it has the power to make the decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE. As of June 30, 2025, the Company was not the primary beneficiary of any VIEs. All inter-company balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these condensed consolidated financial statements and accompanying notes. These estimates and assumptions are based on judgment and the best available information at the time. Therefore, actual results could differ materially from those estimates. Such estimates include the allowance for credit losses, valuation of certain investments, compensation accruals, current and deferred income taxes, and contingency reserves.

Fair Value

Substantially all of the Company’s assets and liabilities, including financial instruments, are carried at fair value based on observable market prices and are marked to market, or are assets and liabilities which are short-term in nature and are carried at amounts that approximate fair value.

The Company applies the fair value hierarchy in accordance with FASB ASC Topic 820, “Fair Value Measurement” (“ASC Topic 820”), to prioritize the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are:


Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2	Quoted prices for similar assets in an active market, quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly.

Level 3	Prices or valuations that require inputs that are both significant to fair value measurement and unobservable.

Financial instruments owned, at fair value, and financial instruments sold, but not yet purchased, at fair value are generally classified as Level 1 of the fair value hierarchy. The Company’s Level 1 financial instruments, which are valued using quoted market prices as published by exchanges and clearing houses or otherwise broadly distributed in active markets, include active listed stocks, options, warrants and U.S. and foreign government securities. The Company does not adjust quoted prices for financial instruments classified as Level 1 of the fair value hierarchy, even if the Company may hold a large position whereby a purchase or sale could reasonably be expected to impact quoted prices.

Currency forward contracts are valued using broadly distributed bank and broker prices and are classified as Level 2 of the fair value hierarchy since inputs to their valuation can generally be corroborated by market data. Precious metals are valued using an internal model, which incorporates the exchange-traded futures price of the underlying instruments, benchmark interest rates and estimated storage costs, and are classified as Level 2 of the fair value hierarchy since the significant inputs to their valuation are observable. Other securities that are not traded in active markets are also classified as Level 2 of the fair value hierarchy. Level 3 financial instruments are comprised of securities that have been delisted or otherwise are no longer tradable in active markets and have been valued by the Company based on internal estimates.

Earnings per Share

Earnings per share (“EPS”) is computed in accordance with FASB ASC Topic 260, “Earnings per Share.” Basic EPS is computed by dividing the net income available for common stockholders by the weighted average number of shares outstanding for that period. Diluted EPS is calculated by dividing the net income available for common stockholders by the diluted weighted average shares outstanding for that period. Diluted EPS includes the determinants of basic EPS and, in addition, reflects the dilutive effect of shares of common stock estimated to be distributed in the future under the Company’s stock-based compensation plans, with no adjustments to net income available for common stockholders for potentially dilutive common shares.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Current Expected Credit Losses

The Company follows FASB ASC Topic 326 – “Financial Instruments – Credit Losses” (“ASC Topic 326”) which applies to financial assets measured at amortized cost, held-to-maturity debt securities and off-balance sheet credit exposures. For on-balance sheet assets, an allowance must be recognized at the origination or purchase of in-scope assets and represents the expected credit losses over the contractual life of those assets. Expected credit losses on off-balance sheet credit exposures must be estimated over the contractual period the Company is exposed to credit risk as a result of a present obligation to extend credit. The impact to the current period is not material since the Company’s in-scope assets are primarily subject to collateral maintenance provisions for which the Company elected to apply the practical expedient of reporting the difference between the fair value of the collateral and the amortized cost for the in-scope assets as the allowance for current expected credit losses.

Cash and Cash Equivalents

Cash and cash equivalents consist of deposits with banks and all highly liquid investments, with maturities of three months or less, that are not segregated and deposited for regulatory purposes or to meet margin requirements at clearing houses and clearing banks.

Cash and Securities – Segregated for Regulatory Purposes

As a result of customer activities, certain operating subsidiaries are obligated by rules mandated by their primary regulators to segregate or set aside cash or qualified securities to satisfy such regulations, which have been promulgated to protect customer assets. Restricted cash represents cash and cash equivalents that are subject to withdrawal or usage restrictions. Cash segregated for regulatory purposes meets the definition of restricted cash and is included in “Cash, cash equivalents and restricted cash” in the condensed consolidated statements of cash flows.

The table below presents the composition of the Company’s securities segregated for regulatory purposes for the periods indicated.


	June 30,		December 31,
	2025		2024

	(in millions)

U.S. and foreign government securities	$	5,956	$	6,460
Municipal securities		64		33
Securities purchased under agreements to resell 1		28,249		21,353
Securities borrowed 1		2,703		-
	$	36,972	$	27,846

________________________

1.These balances are collateralized by U.S. government securities.

Securities Borrowed and Securities Loaned

Securities borrowed and securities loaned are recorded at the amount of the cash collateral advanced or received. Securities borrowed transactions require the Company to provide counterparties with collateral, which may be in the form of cash, letters of credit or other securities. With respect to securities loaned, the Company receives collateral, which may be in the form of cash or other securities in an amount generally in excess of the fair value of the securities loaned. The Company monitors the market value of securities borrowed and loaned daily, with additional collateral obtained or refunded as permitted contractually. The Company’s policy is to net, in the condensed consolidated statements of financial condition, securities borrowed and securities loaned contracts entered into with the same counterparty that meet the offsetting requirements prescribed in FASB ASC Topic 210-20, “Balance Sheet – Offsetting” (“ASC Topic 210-20”).

Securities lending fees received and paid by the Company are included in “Interest income” and “Interest expense,” respectively, in the condensed consolidated statements of comprehensive income.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase

Securities purchased under agreements to resell and securities sold under agreements to repurchase, which are reported as collateralized financing transactions, are recorded at contract value, which approximates fair value. To ensure that the fair value of the underlying collateral remains sufficient, the collateral is valued daily with additional collateral obtained or excess collateral returned, as permitted under contractual provisions. The Company’s policy is to net, in the condensed consolidated statements of financial condition, securities purchased under agreements to resell transactions and securities sold under agreements to repurchase transactions entered into with the same counterparty that meet the offsetting requirements prescribed in ASC Topic 210-20.

Financial Instruments Owned and Financial Instruments Sold, But Not Yet Purchased, at Fair Value

Financial instrument transactions are accounted for on a trade date basis. Financial instruments owned and financial instruments sold, but not yet purchased are stated at fair value based upon quoted market prices, or if not available, are valued by the Company based on internal estimates (see Fair Value above). The Company’s financial instruments pledged to counterparties where the counterparty has the right, by contract or custom, to sell or repledge the financial instruments are reported as “Financial instruments owned and pledged as collateral” in the condensed consolidated statements of financial condition.

Customer Receivables and Payables

Receivables from and payables to customers include amounts due on cash and margin transactions, including futures contracts transacted on behalf of customers. Securities owned by customers, including those that collateralize margin loans or other similar transactions, are not reported in the condensed consolidated statements of financial condition. Amounts receivable from customers that are determined by management to be uncollectible are recorded as “Customer bad debt” expense in the condensed consolidated statements of comprehensive income (see Current Expected Credit Losses above).

Receivables from and Payables to Brokers, Dealers and Clearing Organizations

Receivables from and payables to brokers, dealers and clearing organizations include net receivables and payables from unsettled trades, including amounts related to futures and options on futures contracts executed on behalf of customers, amounts receivable for securities not delivered by the Company to the purchaser by the settlement date (“fails to deliver”) and cash deposits. Payables to brokers, dealers and clearing organizations also include amounts payable for securities not received by the Company from a seller by the settlement date (“fails to receive”).

Investments

The Company makes certain strategic investments related to its business which are included in “Other assets” in the condensed consolidated statements of financial condition. The Company accounts for these investments as follows:

Under the equity method of accounting as required under FASB ASC Topic 323, “Investments – Equity Method and Joint Ventures.” These investments, including where the investee is a limited partnership or limited liability company, are recorded at the fair value amount of the Company’s initial investment and are adjusted each period for the Company’s share of the investee’s income or loss. Contributions paid to and distributions received from equity method investees are recorded as additions or reductions, respectively, to the respective investment balance.

At fair value, if the investment in equity securities has a readily determinable fair value.

At adjusted cost, if the investment does not have a readily determinable fair value. Adjusted cost represents the historical cost, less impairment if any. If the Company identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, the Company measures the equity security at fair value as of the date that the observable transaction occurred in accordance with FASB ASC Topic 321, “Investments in Equity Securities.”

A judgmental aspect of accounting for investments is evaluating whether a decline in the value of an investment has occurred. The evaluation of impairment is dependent on specific quantitative and qualitative factors and circumstances surrounding an investment, including recurring operating losses, credit defaults and subsequent rounds of financing. Most of the Company’s equity investments do not have readily determinable market values. All investments are reviewed for changes in circumstances or occurrence of events that suggest the Company’s investment may not be recoverable. An impairment loss, if any, is recognized in the period the determination is made.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

The table below presents the composition of the Company’s investments for the periods indicated.


	June 30,		December 31,
	2025		2024

	(in millions)

Equity method investments 1	$	194	$	172
Investments in equity securities at adjusted cost 2		39		29
Investments in equity securities at fair value 2		48		32
Investments in exchange memberships and equity securities of certain exchanges 2		2		2
	$	283	$	235

________________________

1.The Company’s share of income or losses is included in “Other income” in the condensed consolidated statements of comprehensive income.

2.These investments do not qualify for the equity method of accounting. Dividends received are included in “Other income” in the condensed consolidated statements of comprehensive income.

Property, Equipment and Intangible Assets

Property, equipment and intangible assets, which are included in “Other assets” in the condensed consolidated statements of financial condition, consist of leasehold improvements, computer equipment, software developed for the Company’s internal use, office furniture and equipment.

Property and equipment are recorded at historical cost, less accumulated depreciation and amortization. Additions and improvements that extend the lives of assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Depreciation and amortization are computed using the straight-line method. Equipment is depreciated over the estimated useful lives of the assets, while leasehold improvements are amortized over the lesser of the estimated economic useful life of the asset or the term of the lease. Computer equipment is depreciated over three to five years and office furniture and equipment are depreciated over five to seven years. Intangible assets with a finite life are amortized on a straight-line basis over their estimated useful lives of three to five years, and tested for recoverability whenever events indicate that the carrying amounts may not be recoverable. Qualifying costs for internally developed software are capitalized and amortized over the expected useful life of the developed software, not to exceed three years. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the condensed consolidated statements of financial condition and any resulting gain or loss is recorded in “Other income” in the condensed consolidated statements of comprehensive income. Fully depreciated (or amortized) assets are retired periodically throughout the year.

Leases

The Company reviews all relevant contracts to determine if the contract contains a lease at its inception date. A contract contains a lease if the contract conveys to the company the right to control the use of an underlying asset for a period of time in exchange for consideration. If the Company determines that a contract contains a lease, it recognizes, in the condensed consolidated statements of financial condition, a lease liability and a corresponding right-of-use asset on the commencement date of the lease. The lease liability is initially measured at the present value of the future lease payments over the lease term using the rate implicit in the lease or, if not readily determinable, the Company’s secured incremental borrowing rate. An operating lease right-of-use asset is initially measured at the value of the lease liability minus any lease incentives and initial direct costs incurred plus any prepaid rent.

The Company’s leases are classified as operating leases and consist of real estate leases for office space, data centers and other facilities. Each lease liability is measured using the Company’s secured incremental borrowing rate, which is based on an internally developed yield curve using interest rates of third parties’ corporate debt issued with a similar risk profile as the Company and a duration similar to the lease term. The Company’s leases have remaining terms of less than one year to twelve years, some of which include options to extend the lease term, and some of which include options to terminate the lease upon notice. The Company considers these options when determining the lease term used to calculate the right-of-use asset and the lease liability when the Company is reasonably certain it will exercise such option. ‎ The Company’s operating leases contain both lease components and non-lease components.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Non-lease components are distinct elements of a contract that are not related to securing the use of the underlying assets, such as common area maintenance and other management costs. The Company elected to measure the lease liability by combining the lease and non-lease components as a single lease component. As such, the Company includes the fixed payments and any payments that depend on a rate or index that relate to the lease and non-lease components in the measurement of the lease liability. Some of the non-lease components are variable and not based on an index or rate, and as a result, are not included in the measurement of the right-of-use asset or lease liability.

Operating lease expense is recognized on a straight-line basis over the lease term and is included in “Occupancy, depreciation and amortization” expense in the Company’s condensed consolidated statements of comprehensive income.

Comprehensive Income and Foreign Currency Translation

The Company’s operating results are reported in the condensed consolidated statements of comprehensive income pursuant to FASB ASC Topic 220, “Comprehensive Income.”

Comprehensive income consists of two components: net income and other comprehensive income (“OCI”). The Company’s OCI is comprised of gains and losses resulting from translating foreign currency financial statements of non-U.S. subsidiaries, net of related income taxes, where applicable. In general, the practice and intention of the Company is to reinvest the earnings of its non-U.S. subsidiaries in those operations; therefore, tax is usually not accrued on OCI.

The Company’s non-U.S. domiciled subsidiaries have a functional currency that is other than the U.S. dollar. Such subsidiaries’ assets and liabilities are translated into U.S. dollars at period-end exchange rates, and revenues and expenses are translated at average exchange rates prevailing during the period. Adjustments that result from translating amounts from a subsidiary’s functional currency to the U.S. dollar (as described above) are reported net of tax, where applicable, in “Accumulated other comprehensive income” in the condensed consolidated statements of financial condition.

Revenue Recognition

Commissions

Commissions earned for executing and/or clearing transactions are accrued on a trade date basis and are reported as “Commissions” in the condensed consolidated statements of comprehensive income. Commissions also include payments for order flow income received from IBKR LiteSM liquidity providers. The Company’s IBKR LiteSM offering provides commission-free trades on U.S. exchange-listed stocks and ETFs and generates no commission revenues from customers on these trades. See Note 8 for further information on revenue from contracts with customers.

Other Fees and Services

The Company earns fee income on services provided to customers, which includes market data fees, risk exposure fees, payments for order flow from exchange-mandated programs, Insured Bank Deposit Sweep Program fees (“FDIC sweep fees”), and other fees and services charged to customers. Fee income is recognized either daily or monthly. See Note 8 for further information on revenue from contracts with customers.

Interest Income and Expense

The Company earns interest income and incurs interest expense primarily in connection with its electronic brokerage customer business and its securities lending activities, which are recorded on an accrual basis and are included in “Interest income” and “Interest expense,” respectively, in the condensed consolidated statements of comprehensive income.

Principal Transactions

Principal transactions include gains and losses as a result of changes in the fair value of financial instruments owned, at fair value, financial instruments sold, but not yet purchased, at fair value, and other investments measured at fair value (i.e., unrealized gains and losses) and realized gains and losses related to the Company’s principal transactions. These include net gains and losses on stocks, options, U.S. and foreign government securities, municipal securities, futures, foreign exchange, precious metals and other derivative instruments, which are reported on a net basis in “Other income” in the condensed consolidated statements of comprehensive income. Dividends are integral to the valuation of stocks. Accordingly, dividend income and expense attributable to financial instruments owned, at fair value and financial instruments sold, but not yet purchased, at fair value, are reported on a net basis in “Other income” in the condensed consolidated statements of comprehensive income.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Foreign Currency Gains and Losses

Foreign currency balances are assets and liabilities in currencies other than the Company’s functional currency. At every reporting date, the Company revalues its foreign currency balances to its functional currency at the spot exchange rate and records the associated foreign currency gains and losses. These foreign currency gains and losses are reported in the condensed consolidated statements of comprehensive income, as follows: (a) foreign currency gains and losses related to the Company’s currency diversification strategy are reported in “Other income”; (b) foreign currency gains and losses arising from currency swap transactions are reported in “Interest income” or “Interest expense”; and (c) all other foreign currency gains and losses are reported in “Other income.”

Rebates

Rebates consist of volume discounts, credits, or payments received from exchanges or other market centers related to the placement and/or removal of liquidity from the marketplace and are recorded on an accrual basis. Rebates are recorded net within “Execution, clearing and distribution fees” in the condensed consolidated statements of comprehensive income. Rebates received for trades executed on behalf of customers that elect tiered pricing are passed, in whole or part, to these customers, and such pass-through amounts are recorded net within “Commissions” in the condensed consolidated statements of comprehensive income.

Stock-Based Compensation

The Company follows FASB ASC Topic 718, “Compensation - Stock Compensation” (“ASC Topic 718”), to account for its stock-based compensation plans. ASC Topic 718 requires all share-based payments to employees to be recognized in the condensed consolidated financial statements using a fair value-based method. Grants, which are denominated in U.S. dollars, are communicated to employees in the year of the grant, thereby establishing the fair value of each grant. The fair value of awards granted to employees are generally expensed as follows: 50% in the year of grant in recognition of the plans’ post-employment provisions (as described below) and the remaining 50% over the related vesting period utilizing the “graded vesting” method permitted under ASC Topic 718. In the case of “retirement eligible” employees (those employees older than 59), 100% of awards are expensed when granted.

Awards granted under stock-based compensation plans are subject to the plans’ post-employment provisions in the event an employee ceases employment with the Company. The plans provide that employees who discontinue employment with the Company without cause and continue to meet the terms of the plans’ post-employment provisions will be eligible to earn 50% of previously granted but not yet earned awards, unless the employee is over the age of 59, in which case the employee would be eligible to receive 100% of previously granted but not yet earned awards.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC Topic 740, “Income Taxes” (“ASC Topic 740”). The Company’s income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits are based on enacted tax laws (see Note 11) and reflect management’s best assessment of estimated future taxes to be paid. The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions. Determining income tax expense requires significant judgment and estimates.

Deferred income tax assets and liabilities arise from temporary differences between the tax and financial statement recognition of underlying assets and liabilities. In evaluating the ability to recover deferred tax assets within the jurisdictions from which they arise, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and results of recent operations. In projecting future taxable income, historical results are adjusted for changes in accounting policies and incorporate assumptions including the amount of future state, federal and foreign pre-tax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax-planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates the Company is using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, three years of cumulative operating income (loss) are considered. Deferred income taxes have not been provided for U.S. tax liabilities or for additional foreign taxes on the unremitted earnings of foreign subsidiaries that have been indefinitely reinvested.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across the Company’s global operations. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. On December 15, 2022, the European Union (“EU”) formally adopted the EU’s Pillar Two Directive, effective January 1, 2024, which provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Cooperation and Development (“OECD”) Pillar Two Framework. A significant number of other countries have either already or are expected to implement similar legislation with varying effective dates. The Company is continuing to evaluate the potential impact of the EU’s Pillar Two Directive and similar legislations adopted by other countries (collectively, “Pillar Two Directives”), including the statement issued by the G7 countries on June 28, 2025, providing a “side-by-side system” for U.S. parented groups such as the Company. Based on current guidance, the Company believes that its results of operations, financial condition and cash flows will not be materially impacted by such Pillar Two Directives.

The Company records tax liabilities in accordance with ASC Topic 740 and adjusts these liabilities when management’s judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in payments that are different from the current estimates of these tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information becomes available.

The Company recognizes a tax benefit from an uncertain tax position only when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. A tax position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement.

The Company recognizes interest related to income tax matters as interest income or interest expense and penalties related to income tax matters as “Income tax expense” in the condensed consolidated statements of comprehensive income.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

FASB Standards issued but not adopted as of June 30, 2025

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures

(Subtopic 220-40)
‎
‎Issued November 2024

Requires companies to disclose the amounts of employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption.

Requires companies to include certain amounts already required to be disclosed under current U.S. GAAP in the same disclosure as the other disaggregation requirements.

Disclose the total amount of selling expenses and the company's definition of selling expenses.

Requires companies to disclose a qualitative description of amounts remaining in relevant expense captions that are not separately disaggregated.

Effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The Company is currently assessing the impact to its consolidated financial statements.

Income Taxes (Topic 740)
‎
‎Issued December 2023

Requires companies to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

Requires companies to disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid.

Requires companies to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign.

Effective for annual reporting periods beginning after December 15, 2024.

The Company is currently assessing the impact to its consolidated financial statements.

The Company plans to adopt the guidance for the fiscal year ending December 31, 2025.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

3. Trading Activities and Related Risks

Trading activities expose the Company to market and credit risks. These risks are managed in accordance with established risk management policies and procedures. To accomplish this, management has established a risk management process that includes:

a regular review of the risk management process by executive management as part of its oversight role;

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 included in “Other income” in the condensed 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.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

The Company’s 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.

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 June 30, 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 condensed 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 Company’s condensed consolidated statements of financial condition.

4. Equity and Earnings 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 June 30, 2025.


	IBG, Inc.	Holdings	Total
Ownership %	26.0%	74.0%	100.0%
Membership interests	441,569,584	1,254,573,416	1,696,143,000

These condensed 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 condensed consolidated statements of financial condition.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

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.


	June 30, 2025			December 31, 2024
	Authorized	Issued	Outstanding	Authorized	Issued	Outstanding

Class A common stock	4,000,000,000	442,087,364	441,362,243	4,000,000,000	436,244,236	435,618,452
Class B common stock	1,000	400	400	400	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 included in “Other assets” in the Company’s condensed 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 June 30, 2025 and December 31, 2024, the unamortized balance of these deferred tax assets was $188 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 as “Payable to affiliate” in the Company’s condensed consolidated statements of financial condition. The remaining 15% is accounted for as a permanent increase to “Additional paid-in capital” in the Company’s condensed 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 June 30, 2025 were $688 million, $585 million and $103 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 June 30, 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 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.

Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

From 2019 through the quarter ended June 30, 2025, the Company issued 2,880,000 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 26.0%, with Holdings owning the remaining 74.0% as of June 30, 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 91.4% as of June 30, 2025.

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.



	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

	(in millions, except share or per share amounts)

Basic earnings per share
Net income available for common stockholders	$	224	$	179	$	437	$	354
Weighted average shares of common stock outstanding
Class A		438,457,463		430,875,680		437,082,930		429,579,300
Class B		400		400		400		400
		438,457,863		430,876,080		437,083,330		429,579,700
Basic earnings per share	$	0.51	$	0.42	$	1.00	$	0.82

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.



	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

	(in millions, except share or per share amounts)

Diluted earnings per share
Net income available for common stockholders	$	224	$	179	$	437	$	354
Weighted average shares of common stock outstanding
Class A
Issued and outstanding		438,457,463		430,875,680		437,082,930		429,579,300
Potentially dilutive common shares
Issuable pursuant to employee stock incentive plans		2,982,061		3,631,264		3,375,751		3,972,852
Class B		400		400		400		400
		441,439,924		434,507,344		440,459,081		433,552,552
Diluted earnings per share	$	0.51	$	0.41	$	0.99	$	0.82

Member Distributions and Stockholder Dividends

In April 2025 the Company increased its quarterly dividend from $0.0625 per share to $0.08 per share of common stock, on a post-split basis. During the six months ended June 30, 2025, IBG LLC made distributions totaling $653 million, to its members, of which IBG, Inc.’s proportionate share was $169 million. In March 2025, the Company paid quarterly cash dividends of $0.0625 per share of common stock, on a post-split basis, totaling $27 million. In June 2025, the Company paid quarterly cash quarterly cash dividends of $0.08 per share of common stock, on a post stock-split basis, totaling $35 million.

On July 17, 2025, the Company declared a quarterly cash dividend of $0.08 per share of common stock, payable on September 12, 2025 to stockholders of record as of September 1, 2025.

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Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

5. Comprehensive Income

The table below presents comprehensive income and earnings per share on comprehensive income for the periods indicated.




	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

	(in millions, except share or per share amounts)


Comprehensive income available for common stockholders	$	303	$	177	$	544	$	326

Earnings per share on comprehensive income
Basic	$	0.69	$	0.41	$	1.24	$	0.76
Diluted	$	0.69	$	0.41	$	1.23	$	0.75
Weighted average common shares outstanding
Basic		438,457,863		430,876,080		437,083,330		429,579,700
Diluted		441,439,924		434,507,344		440,459,081		433,552,552

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Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

6. Financial 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 June 30, 2025

	Level 1		Level 2		Level 3		Total

	(in millions)

Securities segregated for regulatory purposes
U.S. and foreign government securities	$	5,956	$	—	$	—	$	5,956
Municipal securities		—		64		—		64
Total securities segregated for regulatory purposes		5,956		64		—		6,020

Financial instruments owned, at fair value
Stocks		2,990		—		—		2,990
Options		31		24		—		55
U.S. and foreign government securities		644		—		—		644
Mutual funds		—		—		—		—
Precious metals		—		33		—		33
Currency forward contracts		—		134		—		134
Total financial instruments owned, at fair value		3,665		191		—		3,856

Other assets
Customer-held fractional shares		334		—		—		334
Other investments in equity securities		48		—		—		48
Total other assets		382		—		—		382
Total financial assets at fair value	$	10,003	$	255	$	—	$	10,258



	Financial Liabilities at Fair Value as of June 30, 2025
	Level 1		Level 2		Level 3		Total

	(in millions)

Financial instruments sold, but not yet purchased, at fair value
Stocks	$	132	$	—	$	—	$	132
Options		18		314		—		332
Precious metals		—		29		—		29
Currency forward contracts		—		1		—		1
Total financial instruments sold, but not yet purchased, at fair value		150		344		—		494

Accounts payable, accrued expenses and other liabilities
Fractional shares repurchase obligation		334		—		—		334
Total accounts payable, accrued expenses and other liabilities		334		—		—		334
Total financial liabilities at fair value	$	484	$	344	$	—	$	828

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Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed 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 six months ended June 30, 2025.

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Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed 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 Company's condensed 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.



	June 30, 2025
	Carrying ‎Value		Fair ‎Value		Level 1		Level 2		Level 3

	(in millions)
Financial assets, not measured at fair value
Cash and cash equivalents	$	4,688	$	4,688	$	4,688	$	—	$	—
Cash - segregated for regulatory purposes		45,057		45,057		45,057		—		—
Securities - segregated for regulatory purposes		30,952		30,952		—		30,952		—
Securities borrowed		10,145		10,145		—		10,145		—
Securities purchased under agreements to resell		9,529		9,529		—		9,529		—
Receivables from customers		65,346		65,346		—		65,346		—
Receivables from brokers, dealers and clearing organizations		4,074		4,074		—		4,074		—
Interest receivable		454		454		—		454		—
Other assets		40		44		—		5		39
Total financial assets, not measured at fair value	$	170,285	$	170,289	$	49,745	$	120,505	$	39



Financial liabilities, not measured at fair value
Short-term borrowings	$	8	$	8	$	—	$	8	$	—
Securities loaned		21,229		21,229		—		21,229		—
Payables to customers		138,417		138,417		—		138,417		—
Payables to brokers, dealers and clearing organizations		1,682		1,682		—		1,682		—
Interest payable		283		283		—		283		—
Total financial liabilities, not measured at fair value	$	161,619	$	161,619	$	—	$	161,619	$	—

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Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed 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	$	—

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Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed 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 condensed 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.



	June 30, 2025
				Amounts		Net Amounts		Amounts Not Offset
	Gross			Offset in the		Presented in		in the Condensed
	Amounts			Condensed		the Condensed		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	$	28,249	1	$	—	$	28,249	$	(28,249)	$	—
Segregated securities borrowed		2,703	1		—		2,703		(2,625)		78

Securities borrowed		10,145			—		10,145		(9,881)		264
Securities purchased under agreements to resell		9,529			—		9,529		(9,529)		—
Financial instruments owned, at fair value
Options		55			—		55		(42)		13
Currency forward contracts		134			—		134		—		134
Total	$	50,815		$	—	$	50,815	$	(50,326)	$	489


	(in millions)
Offsetting of financial liabilities
Securities loaned	$	21,229	$	—	$	21,229	$	(19,966)	$	1,263
Financial instruments sold, but not yet purchased, at fair value
Options		332		—		332		(42)		290
Currency forward contracts		1		—		1		—		1
Total	$	21,562	$	—	$	21,562	$	(20,008)	$	1,554

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Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements



	December 31, 2024
				Amounts		Net Amounts		Amounts Not Offset
		Gross		Offset in the		Presented in		in the Condensed
		Amounts		Condensed		the Condensed		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)	$	—
Segregated securities borrowed		—			—		—		—		—

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


	(in millions)
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 June 30, 2025 and December 31, 2024, the Company had $28.2 billion and $21.4 billion, respectively, of securities purchased under agreements to resell, and $2.7 billion and $0, respectively, of securities borrowed that were segregated to satisfy regulatory requirements. These securities are included in “Securities - segregated for regulatory purposes” in the condensed consolidated statements of financial condition.

2.The Company did not have any balances eligible for netting in accordance with ASC Topic 210-20 as of June 30, 2025 and December 31, 2024.

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Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed 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.



	June 30, 2025
	Remaining Contractual Maturity
	Overnight		Less than		30 – 90		Over 90
	and Open		30 days		days		days		Total

	(in millions)

Securities loaned
Stocks	$	21,135	$	—	$	—	$	—	$	21,135
Corporate bonds		86		—		—		—		86
Foreign government securities		8		—		—		—		8
Total securities loaned	$	21,229	$	—	$	—	$	—	$	21,229


	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

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Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

7. Collateralized 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 June 30, 2025 and December 31, 2024, $65.3 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.



	June 30, 2025				December 31, 2024
	Permitted		Sold or		Permitted		Sold or
	to Repledge		Repledged		to Repledge		Repledged

	(in millions)

Securities lending transactions	$	165,479	$	17,713	$	134,407	$	8,342
Securities purchased under agreements to resell transactions 1		37,736		35,945		27,988		26,678
Customer margin assets		87,743		26,183		87,809		21,465
	$	290,958	$	79,841	$	250,204	$	56,485

________________________

In the normal course of business, the Company pledges qualified securities with clearing organizations to satisfy daily margin and clearing fund requirements. As of June 30, 2025 and December 31, 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.



	June 30,		December 31,
	2025		2024

	(in millions)

Stocks	$	32	$	25
U.S. and foreign government securities		47		52
	$	79	$	77

Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

8. Revenues 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 LiteSM 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.

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Table of Contents

Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed 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.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

	(in millions)

Geographic location 1
United States	$	351	$	296	$	713	$	568
International		227		178		457		344
	$	578	$	474	$	1,170	$	912

Major types of services
Commissions	$	516	$	406	$	1,030	$	785
Market data fees 2		20		18		39		35
Risk exposure fees 2		17		24		45		43
Payments for order flow 2		9		10		22		20
FDIC sweep fees 2		9		7		17		13
Other 2		7		9		17		16
	$	578	$	474	$	1,170	$	912

_____________________________

1.Based on the location of the subsidiaries in which the revenues are recorded.

2.Included in “Other fees and services” in the condensed 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 $30 million and $31 million, as of June 30, 2025 and December 31, 2024, respectively, are reported in “Other assets” in the condensed 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 condensed consolidated statements of financial condition. As of June 30, 2025 and December 31, 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 condensed consolidated statements of financial condition. As of June 30, 2025 and December 31, 2024, there were no contract liability balances outstanding.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

9. Other Income

The table below presents the components of other income for the periods indicated.



	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

	(in millions)

Principal transactions 1	$	44	$	28	$	85	$	41
Gains (losses) from currency diversification strategy, net		(5)		(20)		15		(22)
Other, net		3		(44)		7		(37)
	$	42	$	(36)	$	107	$	(18)

_____________________________

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. Employee 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. Included in “Employee compensation and benefits” expense in the condensed consolidated statements of comprehensive income was $4 million of plan contributions for each of the six months ended June 30, 2025 and 2024.

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 the Company’s 2024 Annual Report on Form 10-K, filed with the SEC on February 27, 2025, 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.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

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 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 162,344 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)	117,328,236		$	842
April 25, 2022	723,556	1		12
December 31, 2022	4,992,420			91
December 31, 2023	5,031,288			102
December 31, 2024	2,481,284	2		112
Total awards granted since inception	130,556,784		$	1,159

______________________________

1.April 25, 2022, the Company awarded a special grant of restricted stock units to employees.

2.Stock Incentive Plan number of granted restricted stock units related to 2024 was adjusted by 12,796 additional restricted stock units during the six months ended June 30, 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 condensed consolidated statements of comprehensive income was $59 million and $54 million for the six months ended June 30, 2025 and 2024, respectively. Estimated future compensation costs for unvested awards, net of credits for canceled awards, as of June 30, 2025 are $28 million.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

The table below summarizes the Stock Incentive Plan activity for the periods indicated.



		Stock
		Incentive Plan
		Units
Balance, December 31, 2024 1		15,332,675
Granted		—
Canceled		(66,651)
Distributed		(5,443,128)
Balance, June 30, 2025		9,822,896

_____________________________

1.Stock Incentive Plan number of granted restricted stock units related to 2024 was adjusted by 12,796 additional restricted stock units during the six months ended June 30, 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 June 30, 2025, a total of 5,979,912 restricted stock units have been distributed under these post-employment provisions. These distributions are included in the table above.

11. Income Taxes

Income tax expense for the six months ended June 30, 2025 and 2024 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 condensed 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, and for other temporary differences arising from the deductibility of compensation and depreciation expenses in different periods for accounting and income tax return purposes.

As of and for the six months ended June 30, 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 June 30, 2025, the Company is no longer subject to U.S. Federal and State income tax examinations for tax years before 2016, and, except for India, is no longer subject to non-U.S. income tax examinations for tax years before 2011.

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 is evaluating the impact of the OBBBA, and the results of such evaluations will be reflected on the Company’s Form 10-K for the year ending December 31, 2025.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

12. Leases

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 June 30, 2025, the weighted-average remaining lease term on these leases is approximately 5.3 years and the weighted-average discount rate used to measure the lease liabilities is approximately 3.96%. For the six months ended June 30, 2025, right-of-use assets obtained under new operating leases were $15 million. The Company’s lease agreements do not contain any residual value guarantees, restrictions, or covenants.

The table below presents balances reported in the condensed consolidated statements of financial condition related to the Company’s leases for the periods indicated.


	June 30,		December 31,
	2025		2024

	(in millions)

Right-of-use assets 1	$	107	$	102
Lease liabilities 1	$	123	$	121

__________________________

1.Right-of-use assets are included in “Other assets” and lease liabilities are included in “Accounts payable, accrued expenses and other liabilities” in the Company’s condensed consolidated statements of financial condition.

The table below presents balances reported in the condensed consolidated statements of comprehensive income related to the Company’s leases for the periods indicated.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

	(in millions)

Operating lease cost	$	9	$	8	$	18	$	17
Variable lease cost		3		1		4		3
Total lease cost	$	12	$	9	$	22	$	20

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.


	June 30, 2025
	(in millions)
2025 (remaining)	$	17
2026		32
2027		24
2028		19
2029		18
2030		13
Thereafter		12
Total undiscounted operating lease payments		135
Less: imputed interest		(12)
Present value of operating lease liabilities	$	123

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

13. Commitments, Contingencies 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 June 30, 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.

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.

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 second amended complaint was denied on September 30, 2019. On July 14, 2022, after obtaining leave to amend his complaint, the plaintiff filed a third amended complaint. The Company’s answer and counterclaim were filed on July 26, 2022.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

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 from December 18, 2013 to the date of trial at prices outside of a “pricing corridor” defined in the Court’s decision. On September 8, 2023, the Company filed a petition for permission to appeal the District Court’s class certification decision to the United States Court of Appeals for the Second Circuit, which denied the Company’s petition on December 19, 2023. On July 11, 2025, the District Court granted the parties’ joint motion to amend the definition of the certified class so that it ends on July 14, 2025 (leaving all other aspects of the District Court’s initial class certification decision unchanged). The Company continues to believe that a purported class action is inappropriate given the great differences in portfolios, markets and many other circumstances surrounding the liquidation of any particular customer’s margin-deficient account. Pursuant to a District Court scheduling order, trial is tentatively scheduled to commence in 2026. IB LLC and the related defendants continue to believe that the claims are deficient and intend to continue to defend themselves vigorously.

Regulatory Matters

IB LLC identified a number of 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 agreed to pay OFAC $11,832,136 to settle 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 condensed consolidated statements of financial condition for these arrangements.

In connection with its retail brokerage business, IB LLC or other electronic 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 condensed 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.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

14. Segment Reporting and Geographic Information

Segment Reporting

The Company has a single reportable segment, electronic 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 electronic 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 electronic 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 160 electronic exchanges and market centers in 37 countries and 28 currencies around the world, and by offering custody, prime brokerage, and securities and margin lending services to customers. In addition, electronic 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 electronic brokerage segment is managed on a consolidated basis, there are no reconciling items between segment and the consolidated amounts reported in these financial statements, including total assets and segment assets. The accounting policies of the electronic 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.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

	(in millions)


Total net revenues	$	1,480	$	1,230	$	2,907	$	2,433

Significant Expenses
Transaction based fees 1		94		94		196		174
Non-transaction based fees 1		22		20		41		42
Employee compensation 2		142		132		285		266
Advertising 3		26		18		47		31
Other expenses 4		92		86		179		174
Total non-interest expenses		376		350		748		687
Income before income taxes		1,104		880		2,159		1,746
Income tax expense		98		71		189		142
Net income	$	1,006	$	809	$	1,970	$	1,604

Total Segment Assets	$	181,475	$	136,648	$	181,475	$	136,648
Total Depreciation and Amortization 5	$	15	$	17	$	30	$	34

__________________________

1.Included in “Execution, clearing and distribution fees” in the condensed consolidated statements of comprehensive income.

2.Included in “Employee compensation and benefits” in the condensed consolidated statements of comprehensive income.

3.Included in “General and administrative” in the condensed consolidated statements of comprehensive income.

4.Includes “Occupancy, depreciation and amortization”; “Communications”; “Customer bad debt”; employee benefits and other personnel expenses included in “Employee compensation and benefits”; and professional services, legal and regulatory matters, and other administrative expenses included in “General and administrative” in the condensed consolidated statements of comprehensive income.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

5.Included in “Occupancy, depreciation and amortization” in the condensed consolidated statements of comprehensive income.

Interest income and expense is disclosed in the condensed consolidated statements of comprehensive income.

Geographic Information

The Company operates its automated global business in the U.S. and international markets on more than 160 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 36 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.



	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

	(in millions)

Net revenues
United States	$	1,006	$	836	$	1,997	$	1,664
International		474		394		910		769
Total net revenues	$	1,480	$	1,230	$	2,907	$	2,433
Income before income taxes
United States	$	830	$	656	$	1,636	$	1,303
International		274		224		523		443
Total income before income taxes	$	1,104	$	880	$	2,159	$	1,746

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

15. Regulatory Requirements

As of June 30, 2025, aggregate excess regulatory capital for all operating subsidiaries was $13.3 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 June 30, 2025.



	Net Capital/
	Eligible Equity		Requirement		Excess

	(in millions)

IB LLC	$	9,739	$	1,308	$	8,431
IBHK		1,501		397		1,104
IBIE		1,703		336		1,367
Other regulated operating subsidiaries		2,570		174		2,396
	$	15,513	$	2,215	$	13,298

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 June 30, 2025, all regulated operating subsidiaries were in compliance with their respective regulatory capital requirements.

16. Related Party Transactions

Receivable from affiliate, reported in “Other assets” in the condensed 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 included in receivables from and payables to customers, respectively, in the consolidated statements of financial condition for the periods indicated.


	June 30,		December 31,
	2025		2024

		(in millions)

Receivables from directors, officers and their affiliates	$	23	$	44
Payables to directors, officers, and their affiliates	$	1,293	$	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.

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Interactive Brokers Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

17. Subsequent Events

The Company has evaluated subsequent events for adjustment to or disclosure in its condensed consolidated financial statements through the date the condensed consolidated financial statements were issued.

Except as disclosed above and in Note 4 and Note 13, no other recordable or disclosable events occurred.

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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 26.0% of the membership interests of IBG LLC. The remaining approximately 74.0% 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 June 30, 2025.


	IBG, Inc.	Holdings	Total
Ownership %	26.0%	74.0%	100.0%
Membership interests	441,569,584	1,254,573,416	1,696,143,000

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 in these markets 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 automatically functioning, computerized 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.

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Business Environment

During the quarter ended June 30, 2025 (“current quarter”), world equities markets rose after a brief decline early in the quarter, with major equity indices in the U.S. and Japan rising double digits; markets in Canada, Germany and Australia rising in the high single digits; and markets in the United Kingdom (“U.K.”) and China rising in the low to mid-single digits. Several central banks continued to cut their policy interest rates this quarter, including those in Europe, Switzerland, the U.K., and Australia, while in the U.S., Canada and Hong Kong rates were unchanged.

Early in the current quarter, the concern over the potential imposition of tariffs globally led to a sharp decline, with the S&P 500 falling over 11% from the end of the first quarter to April 8. Following that precipitous fall, the markets rebounded, with the S&P 500 closing the current quarter up 11% from the first quarter, and up 24% from April lows, and other equities markets were also up significantly. The dominance of a small number of technology stocks (the so-called ‘‘Magnificent 7’’), which had driven much of the market’s growth in the previous year, waned as investors broadened their interests to include more technology companies, particularly those that may be beneficiaries of the global embrace of artificial intelligence.

The following is a summary of 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 increased, compared to the prior-year quarter. In the U.S., according to industry data, average daily volume in listed cash equities volume increased by 57%, in exchange-listed equity-based options by 24%, and in futures by 16%, 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 increased across all product segments, particularly in energy, interest rate, and equity indexes, as many investors sought to mitigate their exposure to ongoing economic and geopolitical uncertainties. Metals, agriculture and foreign exchange futures products also increased.

These factors led to strong results across our major product types. Our customers’ equities, foreign exchange, options, and futures volumes were up 31%, 57%, 24%, and 18%, respectively. compared to the prior-year quarter.

Note that while U.S. options, futures and cash equities volumes are readily comparable measures, they reflect most but not all of the global volumes that generate our commission revenue. See ‘‘Trading Volumes and Customer Statistics’’ below in this Item 7 for additional details regarding our trade volumes, contract and share volumes, and customer statistics.

Volatility. U.S. market volatility, as measured by the average Chicago Board Options Exchange Volatility Index (“VIX®”), increased by 69%, from an average of 14.0 in the prior-year quarter to 23.7 in the current quarter. While average volatility levels remained below the levels reached in 2020 and again in 2022, they rose in the current quarter to their highest level in over two years as the world geopolitical and economic outlook grew more uncertain.

In general, higher volatility typically enhances our performance because it often correlates positively with customer trading activity across product types.

Interest Rates. The U.S. Federal Reserve maintained the benchmark federal funds rate during the current quarter, after cutting it three times in the second half of 2024 (in September, November and December), by a cumulative 100 basis points. The U.S. Treasury yield curve remained inverted in the medium term. As noted above, in several countries with developed financial markets, benchmark interest rates declined during the current quarter as central banks’ inclination to encourage growth overcame apprehensions about inflation, despite increasing concern on the uncertainty of U.S. tariff policy.

Lower U.S. benchmark rates reduce the interest we earn on our segregated cash, the majority of which is invested in short-term U.S. government securities and related instruments. Lower medium-term rates, and uncertainty over future U.S. Federal Reserve rate policy, have led us to maintain a short duration portfolio, substantially all of which matured within three months at June 30, 2025, to more closely match our asset and liability maturities on our interest-sensitive assets. Further, our margin balances are tied to benchmark rates, so lower rates also limit the interest we earn on margin lending to our customers. We continue to offer among the lowest rates in the industry on margin lending, and we believe our low rates are an important feature that attracts customers to our platform.

As an offset, lower rates also reduce our interest expense. For example, in U.S. dollars we pay interest to customers on their qualified cash balances when the federal funds effective rate is above 0.50%, which it is currently. Any rate cuts are passed through to our customers, so we maintain a 0.50% spread. We believe the attractive rates we pay on customer cash are among the highest in the industry and are another important feature that draws customers to our platform.

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Net interest income on margin loan balances declined 6% compared to the prior-year quarter. This decline was due to the 100 basis point decline in the U.S. federal funds rate and to rate cuts in other countries, despite a 16% increase in margin loan balances in the current active market environment. This was more than offset by the increase in interest on segregated cash and securities, and on stronger securities lending.

Higher average balances contributed to a 7% rise in net interest income over the prior-year quarter, while our net interest margin declined from 2.42% in the prior-year quarter to 2.07% in the current quarter, predominantly from global interest rate cuts. See the “Results of Operations – Interest Income and Interest Expense” section below in this Item 2 for additional details.

Currency fluctuations. As a global electronic broker trading on exchanges around the world in multiple currencies, we are exposed to foreign currency risk. We actively manage this exposure by keeping our equity in proportion to a defined basket of 10 currencies we call the ‘‘GLOBAL’’ to diversify our risk and to align our hedging strategy with the currencies that we use in our business. Because we report our financial results in U.S. dollars, the change in the value of the GLOBAL versus the U.S. dollar affects our earnings. During the current quarter, the value of the GLOBAL, as measured in U.S. dollars, increased 1.62% compared to its value at March 31, 2025, which had a positive impact on our comprehensive earnings for the current quarter. A discussion of our approach for managing foreign currency exposure is contained in Part I, Item 3 of this Quarterly Report on Form 10-Q entitled ‘‘Quantitative and Qualitative Disclosures about Market Risk.’’

Financial Overview

We report non-GAAP financial measures, which exclude certain items that may not be indicative of our core operating results and business outlook and are useful in evaluating the operating performance of our business. See the “Non-GAAP Financial Measures” section below in this Item 2 for additional details.

Diluted earnings per share were $0.51 for the current quarter, compared to diluted earnings per share of $0.41 for the prior-year quarter. Adjusted diluted earnings per share were $0.51 for the current quarter and $0.44 for the prior-year quarter. The calculation of diluted earnings per share is detailed in Note 4 – “Equity and Earnings per Share” to the unaudited condensed consolidated financial statements in Part 1, Item 1 of this Quarterly Report on Form 10-Q.

For the current quarter, our net revenues were $1,480 million and income before income taxes was $1,104 million, compared to net revenues of $1,230 million and income before income taxes of $880 million in the prior-year quarter. Adjusted net revenues were $1,480 million and adjusted income before income taxes was $1,104 million, compared to adjusted net revenues of $1,290 million and adjusted income before income taxes of $940 million in the prior-year quarter.

Financial highlights for the current quarter (compared to the prior-year quarter):

Commission revenue increased 27% to $516 million on higher customer trading volumes. Volume in stocks, options and futures increased 31%, 24% and 18%, respectively.

Net interest income increased 9% to $860 million on higher average customer credit balances and securities lending activity. Net interest income includes a $26 million one-time credit related to recovery of taxes withheld at source.

Other fees and services decreased 9% to $62 million, led by a decrease of $7 million in risk exposure fees, which was partially offset by a $2 million increase in FDIC sweep fees.

Execution, clearing and distribution fees expenses increased 1% to $116 million, driven by a new FINRA Consolidated Audit Trail (“CAT”) fee initiated during the fourth quarter of 2024 and higher customer trading volumes in stocks, options and futures, mostly offset by greater capture of liquidity rebates from certain exchanges.

General and administrative expenses increased 17% to $61 million, driven primarily by an increase of $8 million in advertising expenses.

Pretax profit margin was 75% for the current quarter compared to 72% in the prior-year quarter. Adjusted pretax profit margin for the current quarter was 75% compared to 73% in the prior-year quarter.

Total equity as of June 30, 2025 was $18.5 billion.

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In connection with our currency diversification strategy, as of June 30, 2025, approximately 25% of our equity was denominated in currencies other than the U.S. dollar. In the current quarter, our currency diversification strategy increased our comprehensive earnings by $301 million (compared to a decrease of $30 million in the prior-year quarter), as the U.S. dollar value of the GLOBAL increased by approximately 1.62%, compared to its value as of March 31, 2025. The effects of our currency diversification strategy are reported as (1) a component of “Other income” (loss of $5 million) in the consolidated statements of comprehensive income and (2) other comprehensive income (“OCI”) (gain of $306 million) in the consolidated statements of financial condition and the consolidated statements of comprehensive income. The full effect of the GLOBAL is captured in comprehensive income.

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Certain Trends and Uncertainties

We believe that our current operations may be favorably or unfavorably impacted by the following trends and uncertainties that may affect our financial condition and results of operations:

•Retail participation in the equity markets has fluctuated in the past due to investor sentiment, market conditions and a variety of other factors. Retail transaction volumes may not be sustainable and are not predictable.

Consolidation among market centers may adversely affect the value of our IB SmartRoutingSM software.

Competition among broker-dealers may continue to intensify.

•Benchmark interest rates tend to fluctuate with economic conditions. Changes in interest rates may not be predictable.

Fiscal and/or monetary policy may change and impact the financial services business and securities markets.

•New legislation or modifications to existing regulations and rules could occur in the future. Scrutiny in the use of artificial intelligence (AI) and information security by regulatory and legislative authorities has increased.

The impact of another pandemic or a public health emergency will depend on numerous evolving factors that cannot be accurately predicted, including the duration and spread of the pandemic, governmental regulations in response to the pandemic, and the effectiveness of vaccinations and other medical advancements.

We continue to be exposed to the risks and uncertainties of doing business in international markets, particularly in the heavily regulated brokerage industry. Such risks and uncertainties include political, economic and financial instability, and foreign policy changes. For example, tensions between the U.S. and China have escalated in recent years, and changes in Chinese governmental oversight of the Chinese and Hong Kong capital markets could result in adverse effects on our business and loss of assets we hold in the region. Additionally, although our direct and indirect exposures to Russia and Ukraine are not material, the war in Ukraine and related sanctions have created substantial uncertainty in the global economy and financial markets.

•Our remaining market making activities, while not material, will continue to be impacted by market structure changes, market conditions, the level of automation of competitors, and the relationship between actual and implied volatility in the equities markets.

See “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K, filed with the SEC on February 27, 2025, and elsewhere in this report for a discussion of other risks that may affect our financial condition and results of operations.

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Trading Volumes and Customer Statistics

The tables below present historical trading volumes and customer statistics for our business. Trading volumes are the primary driver in our business. Information on our net interest income can be found elsewhere in this report.

EXECUTED ORDER VOLUMES:

(in thousands, except %)


	Customer	%	Principal	%	Total	%
Period	Orders	Change	Orders	Change	Orders	Change
2022	532,064		26,966		559,030
2023	483,015	(9%)	29,712	10%	512,727	(8%)
2024	661,666	37%	63,348	113%	725,014	41%

2Q2024	150,292		13,215		163,507
2Q2025	220,215	47%	28,372	115%	248,587	52%

1Q2025	211,148		28,393		239,541
2Q2025	220,215	4%	28,372	(0%)	248,587	4%

CONTRACT AND SHARE VOLUMES:

(in thousands, except %)

TOTAL


	Options	%	Futures 1	%	Stocks	%
Period	(contracts)	Change	(contracts)	Change	(shares)	Change
2022	908,415		207,138		330,035,586
2023	1,020,736	12%	209,034	1%	252,742,847	(23%)
2024	1,344,855	32%	218,327	4%	307,489,711	22%

2Q2024	321,141		55,171		73,734,105
2Q2025	393,051	22%	64,271	16%	96,450,620	31%

1Q2025	383,998		61,869		93,934,241
2Q2025	393,051	2%	64,271	4%	96,450,620	3%

CUSTOMER


	Options	%	Futures 1	%	Stocks	%
Period	(contracts)	Change	(contracts)	Change	(shares)	Change
2022	873,914		203,933		325,368,714
2023	981,172	12%	206,073	1%	248,588,960	(24%)
2024	1,290,770	32%	214,864	4%	302,040,873	22%

2Q2024	308,298		54,106		72,480,534
2Q2025	382,195	24%	63,918	18%	95,276,485	31%

1Q2025	369,931		61,381		92,763,867
2Q2025	382,195	3%	63,918	4%	95,276,485	3%

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1.Futures contract volume includes options on futures.

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PRINCIPAL


	Options	%	Futures 1	%	Stocks	%
Period	(contracts)	Change	(contracts)	Change	(shares)	Change
2022	34,501		3,205		4,666,872
2023	39,564	15%	2,961	(8%)	4,153,887	(11%)
2024	54,085	37%	3,463	17%	5,448,838	31%

2Q2024	12,843		1,065		1,253,571
2Q2025	10,856	(15%)	353	(67%)	1,174,135	(6%)

1Q2025	14,067		488		1,170,374
2Q2025	10,856	(23%)	353	(28%)	1,174,135	0%

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1.Futures contract volume includes options on futures.

CUSTOMER STATISTICS:



Year over Year	2Q2025		2Q2024		% Change
Total Accounts (in thousands)		3,866		2,924	32%
Customer Equity (in billions) 1	$	664.6	$	497.2	34%
Total Customer DARTs (in thousands) 2		3,552		2,386	49%

Cleared Customers
Commission per Cleared Commissionable Order 3	$	2.65	$	3.01	(12%)
Cleared Avg. DARTs per Account (Annualized)		206		187	10%


Consecutive Quarters	2Q2025		1Q2025		% Change
Total Accounts (in thousands)		3,866		3,616	7%
Customer Equity (in billions) 1	$	664.6	$	573.5	16%
Total Customer DARTs (in thousands) 2		3,552		3,519	1%

Cleared Customers
Commission per Cleared Commissionable Order 3	$	2.65	$	2.76	(4%)
Cleared Avg. DARTs per Account (Annualized)		206		220	(6%)

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1.Excludes non-customers.

2.Daily average revenue trades (“DARTs”) are based on customer orders.

3.Commissionable order – a customer order that generates commissions.

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Results of Operations

The table below presents our consolidated results of operations for the periods indicated. The period-to-period comparisons below of financial results are not necessarily indicative of future results.




	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

	(in millions, except share and per share amounts)

Revenues
Commissions	$	516	$	406	$	1,030	$	785
Other fees and services		62		68		140		127
Other income (loss)		42		(36)		107		(18)
Total non-interest income		620		438		1,277		894

Interest income		1,891		1,828		3,609		3,588
Interest expense		(1,031)		(1,036)		(1,979)		(2,049)
Total net interest income		860		792		1,630		1,539
Total net revenues		1,480		1,230		2,907		2,433

Non-interest expenses
Execution, clearing and distribution fees		116		115		237		216
Employee compensation and benefits		163		146		317		291
Occupancy, depreciation and amortization		24		25		48		51
Communications		11		10		21		20
General and administrative		61		52		123		102
Customer bad debt		1		2		2		7
Total non-interest expenses		376		350		748		687
Income before income taxes		1,104		880		2,159		1,746
Income tax expense		98		71		189		142
Net income		1,006		809		1,970		1,604
Less net income attributable to noncontrolling interests		782		630		1,533		1,250
Net income available for common stockholders	$	224	$	179	$	437	$	354

Earnings per share
Basic	$	0.51	$	0.42	$	1.00	$	0.82
Diluted	$	0.51	$	0.41	$	0.99	$	0.82

Weighted average common shares outstanding
Basic		438,457,863		430,876,080		437,083,330		429,579,700
Diluted		441,439,924		434,507,344		440,459,081		433,552,552

Comprehensive income
Net income available for common stockholders	$	224	$	179	$	437	$	354
Other comprehensive income
Cumulative translation adjustment, before income taxes		79		(2)		107		(28)
Income taxes related to items of other comprehensive income		-		-		-		-
Other comprehensive income (loss), net of tax		79		(2)		107		(28)
Comprehensive income available for common stockholders	$	303	$	177	$	544	$	326

Comprehensive income attributable to noncontrolling interests
Net income attributable to noncontrolling interests	$	782	$	630	$	1,533	$	1,250
Other comprehensive income - cumulative translation adjustment		227		(8)		306		(84)
Comprehensive income attributable to noncontrolling interests	$	1,009	$	622	$	1,839	$	1,166

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Three Months Ended June 30, 2025 (“current quarter”) compared to the Three Months Ended June 30, 2024 (“prior-year quarter”)

Net Revenues

Total net revenues, for the current quarter, increased $250 million, or 20%, compared to the prior-year quarter, to $1,480 million. The increase in net revenues was due to higher commissions, other income and net interest income, partially offset by lower other fees and services.

Commissions

We earn commissions from our cleared customers for whom we act as an executing and clearing broker and from our non-cleared customers for whom we act as an execution-only broker. Our commission structure allows customers to choose between (1) an all-inclusive fixed, or “bundled”, rate; (2) a tiered, or “unbundled”, rate that offers lower commissions for high volume customers where we pass through regulatory and exchange fees; and (3) our IBKR LiteSM offering, which provides commission-free trades on U.S. exchange-listed stocks and ETFs. IBKR LiteSM trades generate payments from market makers and others to whom we route these orders, which are reported in commissions. Our commissions are geographically diversified.

Commissions, for the current quarter, increased $110 million, or 27%, compared to the prior-year quarter, to $516 million, driven by higher customer trading volumes across all product types. Total customer options and futures contract and stock share volumes increased 24%, 18% and 31%, respectively. Total DARTs for the current quarter increased 49% to 3.6 million, compared to 2.4 million for the prior-year quarter. Average commission per commissionable order for cleared customers, for the current quarter, decreased 12% to $2.65, compared to $3.01 for the prior-year quarter, due to smaller average order sizes across all product classes, lower average commissions per contract in options and futures, and greater capture of liquidity rebates passed through to customers.

Other Fees and Services

We earn fee income on services provided to customers, which includes market data fees, risk exposure fees, payments for order flow from exchange-mandated programs, FDIC sweep fees, and other fees and services charged to customers.

Other fees and services, for the current quarter, decreased $6 million, or 9%, compared to the prior-year quarter, to $62 million, driven by a $7 million decrease in risk exposure fees as customers exhibited more cautious risk-taking behavior, partially offset by a $2 million increase in market data fees and a $2 million increase in FDIC sweep fees.

Other Income

Other income consists of foreign exchange gains (losses) from our currency diversification strategy, gains (losses) from principal transactions, gains (losses) from our equity method and other investments, and other revenue not directly attributable to our core business offerings. A discussion of our approach to managing foreign currency exposure is contained in Part I, Item 3 of this Quarterly Report on Form 10-Q entitled “Quantitative and Qualitative Disclosures about Market Risk.”

Other income, for the current quarter, increased $78 million, compared to the prior-year quarter, to a gain of $42 million. This increase was mainly due to (1) the non-recurrence of a loss of $48 million on positions taken over as a customer accommodation due to a technical issue at the New York Stock Exchange that occurred on the morning of June 3, 2024; (2) $17 million related to our principal trading and investing activities; and (3) $15 million related our currency diversification strategy, which lost $5 million in the current quarter compared to a loss of $20 million in the prior-year quarter.

Interest Income and Interest Expense

We earn interest on margin lending to customers that is secured by marketable securities and currency balances these customers hold with us; from our investments in U.S. and foreign government securities; from borrowing and lending securities; on deposits (in positive interest rate currencies) with banks; and on certain customers’ cash balances in negative rate currencies. We pay interest on customer cash balances (in sufficiently positive interest rate currencies); for borrowing and lending securities; on deposits (in negative interest rate currencies) with banks; and on our borrowings.

Net interest income (interest income less interest expense), for the current quarter, increased $68 million, or 9%, compared to the prior-year quarter, to $860 million. The increase in net interest income was driven by higher average customer credit balances and securities lending activity, partially offset by lower benchmark interest rates. In the current quarter, net interest income includes a $26 million one-time credit related to recovery of taxes withheld at source.

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Net interest income on customer balances, for the current quarter, increased $7 million compared to the prior-year quarter, driven by increases of $27.3 billion, $18.6 billion and $8.5 billion in average customer credit balances, segregated cash and securities, and margin loans, respectively. Yields on all three components decreased as rates have declined worldwide. See the “Business Environment” section above in this Item 2 for a further discussion about the change in interest rates in the current quarter.

The Company measures return on interest-earning assets using net interest margin (“NIM”). NIM is computed by dividing the annualized net interest income by the average interest-earning assets for the period. Interest-earning assets consist of cash and securities segregated for regulatory purposes (including U.S. government securities and securities purchased under agreements to resell), customer margin loans, securities borrowed, other interest-earning assets (solely firm assets) and customer cash balances swept into FDIC-insured banks as part of our Insured Bank Deposit Sweep Program. Interest-bearing liabilities consist of customer credit balances, securities loaned, and other interest-bearing liabilities.

Yields are generally a reflection of benchmark interest rates in each currency in which the Company and its customers hold cash balances. Because a meaningful portion of customer cash and margin loans are denominated in currencies other than the U.S. dollar, changes in U.S. benchmark interest rates do not impact the total amount of segregated cash and securities, customer margin loans and customer credit balances. Furthermore, because interest, when benchmark rates are at sufficiently high levels, is paid only on eligible cash credit balances (i.e., balances over $10 thousand or equivalent, in securities accounts with over $100 thousand in equity, and in smaller accounts at reduced rates), changes in benchmark interest rates are not passed through to the total amount of customer credit balances. Finally, the Company’s policies with respect to currencies with near zero or negative interest rates impact the overall yields on segregated cash and customer credit balances as effective interest rates in those currencies move above or below zero.

We earn income on securities loaned and borrowed to support customer long and short stock holdings in margin accounts.

Our Stock Yield Enhancement Program provides an opportunity for customers with fully-paid stock to allow us to lend it out. We pay customers a rebate on the cash collateral generally equal to 50% of a market-based rate for lending the shares. We place cash and/or U.S. Treasury securities as collateral securing the loans in the customer’s account, which is held in segregated accounts or at an affiliate acting as collateral agent for the benefit of our customer.

A securities lending transaction generates (1) net interest earned on lending a security, which is based on supply and demand for that security, and (2) interest earned on the cash collateral deposited for the loan of that security, which is based on benchmark interest rates. Interest on this collateral is reported as net interest on segregated cash, since cash collateral from securities lending is held in specially-designated bank accounts for the benefit of customers, in accordance with U.S. customer protection rules. Generally, as benchmark interest rates rise, while the overall revenue generated from a securities lending transaction may not change, the portion derived from interest earned on the cash collateral, which is classified as net interest income on “Segregated cash and securities, net” increases, while the portion classified as “Securities borrowed and loaned, net” decreases.

In the current quarter, average securities borrowed balances increased 19%, to $7.0 billion, and average securities loaned balances increased 26%, to $17.2 billion, compared to the prior-year quarter. Net interest earned from securities lending is affected by the level of demand for securities positions held by our customers that investors are looking to sell short. During the current quarter, net interest earned from securities lending transactions increased $35 million, or 140%, compared to the prior-year quarter, driven by an increase in so-called “hard to borrow” stocks that we were able to capitalize on. However, as noted above, the rise in benchmark interest rates from near zero in 2022 has shifted a portion of the interest reported as generated by lending securities to interest income on segregated cash (see further explanation above). It should be noted that securities lending transactions entered into to support customer activity may produce interest income (expense) that is offset by interest expense (income) related to customer balances.

We estimate that if the interest earned and paid on cash collateral related to our securities lending transactions were included under “Securities borrowed and loaned, net” in the table below, the total net interest income related to our securities lending activities would have been $251 million in the current quarter, compared to $194 million in the prior-year quarter. Such additional interest attributed to our securities lending activities would be reclassified from net interest income on “Segregated cash and securities, net” and “Customer credit balances, net” in the table below, so it would have no effect on our overall net interest income or net interest margin.

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The table below presents net interest income information corresponding to interest-earning assets and interest-bearing liabilities for the periods indicated.


	Three Months Ended June 30,
	2025		2024

	(in millions)

Average interest-earning assets
Segregated cash and securities	$	78,693	$	60,057
Customer margin loans		60,928		52,422
Securities borrowed		7,027		5,898
Other interest-earning assets		14,747		11,218
FDIC sweeps 1,4		5,226		4,023
	$	166,621	$	133,618

Average interest-bearing liabilities
Customer credit balances	$	129,998	$	102,709
Securities loaned		17,181		13,688
Other interest-bearing liabilities		50		1
	$	147,229	$	116,398

Net interest income
Segregated cash and securities, net 2	$	756	$	740
Customer margin loans 3		709		755
Securities borrowed and loaned, net		60		25
Customer credit balances, net 3		(857)		(894)
Other net interest income 1,4		193		179
Net interest income 4	$	861	$	805

Net interest margin ("NIM")		2.07%		2.42%

Annualized Yields
Segregated cash and securities		3.86%		4.96%
Customer margin loans		4.67%		5.79%
Customer credit balances		2.64%		3.50%

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1.Represents the average amount of customer cash swept into FDIC-insured banks as part of our Insured Bank Deposit Sweep Program. This item is not recorded in the Company's condensed consolidated statements of financial condition. Income derived from program deposits is reported in other net interest income in the table above.

2.Net interest income on “Segregated cash and securities, net” for the three months ended June 30, 2025, excludes $26 million of interest income, recorded in the condensed consolidated statements of comprehensive income, related to taxes withheld at source in prior periods, which during the current quarter were determined to be fully refundable.

3.Interest income and interest expense on customer margin loans and customer credit balances, respectively, are calculated on daily cash balances within each customer’s account on a net basis, which may result in an offset of balances across multiple account segments (e.g., between securities and commodities segments).

4.Includes income from financial instruments that has the same characteristics as interest, but is reported in other fees and services and other income in the Company’s condensed consolidated statements of comprehensive income. For the three months ended June 30, 2025 and 2024, $9 million and $7 million were reported in other fees and services, respectively, and $18 million and $6 million were reported in other income, respectively.

Non-Interest Expenses

Non-interest expenses, for the current quarter, increased $26 million, or 7%, compared to the prior-year quarter, to $376 million, mainly due to a $17 million increase in employee compensation and benefits, and a $9 million increase in general and administrative expenses. As a percentage of total net revenues, non-interest expenses were 25% for the current quarter and 28% for the prior-year quarter.

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Execution, Clearing and Distribution Fees

Execution, clearing and distribution fees include the costs of executing and clearing trades, net of liquidity rebates received from various exchanges and market centers, as well as regulatory fees and market data fees. Execution fees are paid primarily to electronic exchanges and market centers on which we trade. Clearing fees are paid to clearing houses and clearing agents. Market data fees, which are associated with market data revenue included in other fees and services, are paid to third parties to receive streaming price quotes and related information.

Execution, clearing and distribution fees, for the current quarter, increased $1 million, or 1%, compared to the prior-year quarter, to $116 million, mainly driven by a $3 million increase in regulatory fees due to a new FINRA Consolidated Audit Trail (“CAT”) fee initiated in the fourth quarter of 2024, and higher customer trading volumes in stocks, options and futures, mostly offset by greater capture of liquidity rebates due to higher customer trading volumes. CAT fees, as with other regulatory fees, are passed through to customers. As a percentage of total net revenues, execution, clearing and distribution fees were 8% for the current quarter and 9% for the prior-year quarter.

Employee Compensation and Benefits

Employee compensation and benefits include salaries, bonuses and other incentive compensation plans, group insurance, contributions to benefit programs and other related employee costs.

Employee compensation and benefits expenses, for the current quarter, increased $17 million, or 12%, compared to the prior-year quarter, to $163 million associated with a combination of staffing increases, inflation, and a $5 million increase in U.S. Social Security and Medicare, and other social insurance taxes driven by the annual vesting of the Company’s Stock Incentive Plan units at a higher stock price than in the prior year. The average number of employees increased 4% to 3,059 for the current quarter, compared to 2,951 for the prior-year quarter. As we continue to grow, our focus on automation has allowed us to maintain a relatively small staff. As a percentage of total net revenues, employee compensation and benefits expenses were 11% for the current quarter and 12% for the prior-year quarter.

Occupancy, Depreciation and Amortization

Occupancy expenses consist primarily of rental payments on office and data center leases and related occupancy costs, such as utilities. Depreciation and amortization expenses result from the depreciation of fixed assets, such as computing and communications hardware, as well as amortization of leasehold improvements and capitalized in-house software development.

Occupancy, depreciation and amortization expenses, for the current quarter, decreased $1 million, or 4%, compared to the prior-year quarter, to $24 million, mainly due to lower depreciation and amortization expense. As a percentage of total net revenues, occupancy, depreciation and amortization expenses were 2% for both the current quarter and the prior-year quarter.

Communications

Communications expenses consist primarily of the cost of voice and data telecommunications lines supporting our business, including connectivity to exchanges and market centers around the world.

Communications expenses, for the current quarter, increased $1 million, or 10%, compared to the prior-year quarter, to $11 million. As a percentage of total net revenues, communications expenses were 1% for both the current quarter and the prior-year quarter.

General and Administrative

General and administrative expenses consist primarily of advertising; professional services expenses, such as legal and audit work; legal and regulatory matters; and other operating expenses.

General and administrative expenses, for the current quarter, increased $9 million, or 17%, compared to the prior-year quarter, to $61 million, primarily due to an $8 million increase in advertising expenses. As a percentage of total net revenues, general and administrative expenses were 4% for both the current quarter and the prior-year quarter.

Customer Bad Debt

Customer bad debt expense consists primarily of losses incurred by customers in excess of their assets with us, net of amounts recovered by us.

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Income Tax Expense

We pay U.S. federal, state and local income taxes on our taxable income, which is proportional to the percentage we own of IBG LLC. Also, our operating subsidiaries are subject to income tax in the respective jurisdictions in which they operate.

Customer bad debt expense, for the current quarter, decreased $1 million, compared to the prior-year quarter, to $1 million. ‎ Income tax expense, for the current quarter, increased $27 million, or 38%, compared to the prior-year quarter, to $98 million, primarily due to (1) higher income before taxes at our operating subsidiaries outside the U.S. and a higher income tax rate in a foreign jurisdiction following the adoption of the minimum effective tax rate of 15% on January 1, 2025; (2) higher income before income taxes subject to U.S. income tax at IBG, Inc.; and (3) IBG, Inc.’s higher average ownership percentage of IBG LLC, which rose from 25.6% in the prior-year quarter to 25.9% in the current quarter.

The table below presents information about our income tax expense for the periods indicated.


	Three Months Ended June 30,
	2025		2024

	(in millions, except %)

Consolidated
Consolidated income before income taxes	$	1,104	$	880
Exclude IBG, Inc. stand-alone (income) loss before income taxes		-		-
Add-back IBG LLC net gain (loss) on IBKR shares eliminated in consolidation 1		12		4
Operating subsidiaries income before income taxes	$	1,116	$	884

Operating subsidiaries
Income before income taxes	$	1,116	$	884
Income tax expense		48		35
Net income available to members	$	1,068	$	849

IBG, Inc.
Average ownership percentage in IBG LLC		25.9%		25.6%
Net income available to IBG, Inc. from operating subsidiaries	$	277	$	216
IBG, Inc. stand-alone income (loss) before income taxes		-		-
Elimination of IBG, Inc.'s portion of IBG LLC net (gain) loss on IBKR shares 1		(3)		(1)
Income before income taxes		274		215
Income tax expense		50		36
Net income available to common stockholders	$	224	$	179

Consolidated income tax expense
Income tax expense attributable to operating subsidiaries	$	48	$	35
Income tax expense attributable to IBG, Inc.		50		36
Consolidated income tax expense	$	98	$	71

______________________________

1.Represents the net gains or losses from the Company’s common stock (IBKR shares) held in treasury related to shares withheld from employees to satisfy their tax withholding obligations related to the annual vesting of shares from the amended 2007 Stock Incentive Plan and shares held for distribution to eligible customers participating in one or more promotions.

Operating Results

Income before income taxes, for the current quarter, increased $224 million, or 25%, compared to the prior-year quarter, to $1,104 million. Pretax profit margin was 75% for the current quarter and 72% for the prior-year quarter.

Comparing our operating results for the current quarter to the prior-year quarter using non-GAAP financial measures, adjusted net revenues were $1,480 million, up 15%; adjusted income before income taxes was $1,104 million, up 17%; and adjusted pre-tax profit margin was 75% for the current quarter compared to 73% for the prior-year quarter. See the “Non-GAAP Financial Measures” section below in this Item 2 for additional details.

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Six Months Ended June 30, 2025 (“current six-month period”) compared to the Six Months Ended June 30, 2024 (“prior-year six-month period”)

Net Revenues

Total net revenues, for the current six-month period, increased $474 million, or 19%, compared to the prior-year six-month period, to $2,907 million. The increase in net revenues was due to higher commissions, other income, net interest income, and other fees and services.

Commissions

Commissions, for the current six-month period, increased $245 million, or 31%, compared to the prior-year six-month period, to $1,030 million, driven by higher customer trading volumes across all product types. Total customer options and futures contract and stock share volumes increased 24%, 17% and 39%, respectively. Total DARTs for the current six-month period increased 43% to 3.5 million, compared to 2.5 million for the prior-year six-month period. Average commission per commissionable order for cleared customers, for the current six-month period, decreased 9% to $2.71, compared to $2.97 for the prior-year six-month period, due to smaller average order sizes across all product classes, lower average commissions per contract in options and futures, and greater capture of liquidity rebates passed through to customers.

Other Fees and Services

Other fees and services, for the current six-month period, increased $13 million, or 10%, compared to the prior-year six-month period, to $140 million, driven by a $4 million increase in FDIC sweep fees due to higher customer balances, a $4 million increase in market data fees due to higher number of customers, a $2 million increase in payments for order flow from exchange-mandated programs driven by higher customer trading volumes, and a $1 million increase in risk exposure fees as customers exhibited more risk-on behavior.

Other Income

Other income, for the current six-month period, increased $125 million, compared to the prior-year six-month period, to a gain $107 million. This increase was mainly due to (1) the non-recurrence of a loss of $48 million on positions taken over as a customer accommodation due to a technical issue at the New York Stock Exchange that occurred on the morning of June 3, 2024; (2) $37 million related our currency diversification strategy, which gained $15 million in the current six-month period compared to a loss of $22 million in the prior-year six-month period; (3) $18 million related to our strategic investment in Up Fintech Holding Limited (“Tiger Brokers”), which gained $16 million in the current six-month period compared to a loss of $2 million in the prior-year six-month period; and (4) $13 million related to our principal trading and investing activities.

Interest Income and Interest Expense

Net interest income (interest income less interest expense), for the current six-month period, increased $91 million, or 6%, compared to the prior-year six-month period, to $1,630 million. The increase in net interest income was driven by higher average customer margin loans and customer credit balances, and by higher securities lending activity, partially offset by lower benchmark interest rates. In the current six-month period, net interest income includes a $26 million one-time credit related to recovery of taxes withheld at source.

Net interest income on customer balances, for the current six-month period, increased $67 million compared to the prior-year six-month, driven by increases of $22.9 billion, $12.3 billion and $13.1 billion in average customer credit balances, segregated cash and securities, and margin loans, respectively. Yields on all three components decreased as rates have declined worldwide. See the “Business Environment” section above in this Item 2 for a further discussion about the change in interest rates in the current six-month period.

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Finally, the Company’s policies with respect to currencies with near zero or negative interest rates impact the overall yields on segregated cash and customer credit balances as effective interest rates in those currencies move above or below zero.

We earn income on securities loaned and borrowed to support customer long and short stock holdings in margin accounts.

In the current six-month period, average securities borrowed balances increased 6%, to $5.9 billion, and average securities loaned balances increased 31%, to $16.7 billion, compared to the prior-year six-month period. Net interest earned from securities lending is affected by the level of demand for securities positions held by our customers that investors are looking to sell short. During the current six-month period, net interest earned from securities lending transactions increased $19 million, or 37%, compared to the prior-year six-month period, driven by an increase in so-called “hard-to-borrow” stocks that we were able to capitalize on. However, as noted above, the rise in benchmark interest rates from near zero in 2022 has shifted a portion of the interest reported as generated by lending securities to interest income on segregated cash (see further explanation above). It should be noted that securities lending transactions entered into to support customer activity may produce interest income (expense) that is offset by interest expense (income) related to customer balances.

We estimate that if the interest earned and paid on cash collateral related to our securities lending transactions were included under “Securities borrowed and loaned, net” in the table below, the total net interest income related to our securities lending activities would have been $437 million in the current six-month period, compared to $360 million in the prior-year six-month period. Such additional interest attributed to our securities lending activities would be reclassified from net interest income on “Segregated cash and securities, net” and “Customer credit balances, net” in the table below, so it would have no effect on our overall net interest income or net interest margin.

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The table below presents net interest income information corresponding to interest-earning assets and interest-bearing liabilities for the periods indicated.


	Six Months Ended June 30,
	2025		2024

	(in millions)

Average interest-earning assets
Segregated cash and securities	$	72,869	$	60,595
Customer margin loans		62,646		49,538
Securities borrowed		5,949		5,633
Other interest-earning assets		13,601		10,585
FDIC sweeps 1,4		5,006		3,942
	$	160,071	$	130,293

Average interest-bearing liabilities
Customer credit balances	$	124,010	$	101,110
Securities loaned		16,659		12,711
Other interest-bearing liabilities		58		1
	$	140,727	$	113,822

Net interest income
Segregated cash and securities, net 2	$	1,419	$	1,504
Customer margin loans 3		1,484		1,433
Securities borrowed and loaned, net		70		51
Customer credit balances, net 3		(1,674)		(1,775)
Other net interest income 1,4		356		354
Net interest income 4	$	1,655	$	1,567

Net interest margin ("NIM")		2.09%		2.42%

Annualized Yields
Segregated cash and securities		3.93%		4.99%
Customer margin loans		4.78%		5.82%
Customer credit balances		2.72%		3.53%

______________________________

2.Net interest income on “Segregated cash and securities, net” for the six months ended June 30, 2025, excludes $26 million of interest income, recorded in the condensed consolidated statements of comprehensive income, related to taxes withheld at source in prior periods, which during the current quarter were determined to be fully refundable.

4.Includes income from financial instruments that has the same characteristics as interest, but is reported in other fees and services and other income in the Company’s condensed consolidated statements of comprehensive income. For the six months ended June 30, 2025 and 2024, $17 million and $13 million were reported in other fees and services, respectively, and $34 million and $15 million were reported in other income, respectively.

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Non-Interest Expenses

Non-interest expenses, for the current six-month period, increased $61 million, or 9%, compared to the prior-year six-month period, to $748 million, mainly due to a $26 million increase in employee compensation and benefits, a $21 million increase in execution, clearing and distribution fees, and a $21 million increase in general and administrative expenses; partially offset by a $5 million decrease in customer bad debt expense and a $3 million decrease in occupancy, depreciation and amortization expense. As a percentage of total net revenues, non-interest expenses were 26% for the current six-month period and 28% for the prior-year six-month period.

Execution, Clearing and Distribution Fees

Execution, clearing and distribution fees, for the current six-month period, increased $21 million, or 10%, compared to the prior-year six-month period, to $237 million, mainly driven by a $22 million increase in SEC regulatory fees due to an increase in the SEC fee rate from May 22, 2024 to May 14, 2025, a $6 million increase due to a new FINRA Consolidated Audit Trail (“CAT”) fee initiated in the fourth quarter of 2024, and higher customer trading volumes in stocks, options and futures; partially offset by greater capture of liquidity rebates due to higher customer trading volumes. SEC and CAT fees, as with other regulatory fees, are passed through to customers. As a percentage of total net revenues, execution, clearing and distribution fees were 8% for the current six-month period and 9% for the prior-year six-month period.

Employee Compensation and Benefits

Employee compensation and benefits expenses, for the current six-month period, increased $26 million, or 9%, compared to the prior-year six-month period, to $317 million associated with a combination of staffing increases, inflation, and a $5 million increase in U.S. Social Security and Medicare, and other social insurance taxes driven by the annual vesting of the Company’s Stock Incentive Plan units at a higher stock price than in the prior year. The average number of employees increased 3% to 3,037 for the current six-month period, compared to 2,945 for the prior-year six-month period. As we continue to grow, our focus on automation has allowed us to maintain a relatively small staff. As a percentage of total net revenues, employee compensation and benefits expenses were 11% for the current six-month period and 12% for the prior-year six-month period.

Occupancy, Depreciation and Amortization

Occupancy, depreciation and amortization expenses, for the current six-month period, decreased $3 million, or 6%, compared to the prior-year six-month period, to $48 million, mainly due to lower depreciation and amortization expense. As a percentage of total net revenues, occupancy, depreciation and amortization expenses were 2% for both the current six-month period and the prior-year six-month period.

Communications

Communications expenses, for the current six-month period increased $1 million, or 5%, compared to the prior-year six-month period, to $21 million. As a percentage of total net revenues, communications expenses were 1% for both the current six-month period and the prior-year six-month period.

General and Administrative

General and administrative expenses, for the current six-month period, increased $21 million, or 21%, compared to the prior-year six-month period, to $123 million, primarily due to a $16 million increase in advertising expenses. As a percentage of total net revenues, general and administrative expenses were 4% for both the current six-month period and the prior-year six-month period.

Customer Bad Debt

Customer bad debt expense, for the current six-month period, decreased $5 million, compared to the prior-year six-month period, to $2 million.

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Income Tax Expense

Income tax expense, for the current six-month period, increased $47 million, or 33%, compared to the prior-year six-month period, to $189 million, primarily due to (1) higher income before taxes at our operating subsidiaries outside the U.S. and a higher income tax rate in a foreign jurisdiction following the adoption of the minimum effective tax rate of 15% on January 1, 2025; (2) higher income before income taxes subject to U.S. income tax at IBG, Inc.; and (3) IBG, Inc.’s higher average ownership percentage of IBG LLC, which rose from 25.5% in the prior-year six-month period to 25.9% in the current six-month period.

The table below presents information about our income tax expense for the periods indicated.


	Six Months Ended June 30,
	2025		2024

	(in millions, except %)

Consolidated
Consolidated income before income taxes	$	2,159	$	1,746
Exclude IBG, Inc. stand-alone (income) loss before income taxes		-		1
Add-back IBG LLC net gain (loss) on IBKR shares eliminated in consolidation 1		12		4
Operating subsidiaries income before income taxes	$	2,171	$	1,751

Operating subsidiaries
Income before income taxes	$	2,171	$	1,751
Income tax expense		92		70
Net income available to members	$	2,079	$	1,681

IBG, Inc.
Average ownership percentage in IBG LLC		25.9%		25.5%
Net income available to IBG, Inc. from operating subsidiaries	$	537	$	428
IBG, Inc. stand-alone income (loss) before income taxes		-		(1)
Elimination of IBG, Inc.'s portion of IBG LLC net (gain) loss on IBKR shares 1		(3)		(1)
Income before income taxes		534		426
Income tax expense		97		72
Net income available to common stockholders	$	437	$	354

Consolidated income tax expense
Income tax expense attributable to operating subsidiaries	$	92	$	70
Income tax expense attributable to IBG, Inc.		97		72
Consolidated income tax expense	$	189	$	142

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Operating Results

Income before income taxes, for the current six-month period, increased $413 million, or 24%, compared to the prior-year six-month period, to $2,159 million. Pretax profit margin was 74% for the current six-month period and 72% for the prior-year six-month period.

Comparing our operating results for the current six-month period to the prior-year six-month period using non-GAAP financial measures, adjusted net revenues were $2,876 million, up 15%; adjusted income before income taxes was $2,128 million, up 17%; and adjusted pre-tax profit margin was 74% for the current six-month period compared to 73% for the prior-year six-month period. See the “Non-GAAP Financial Measures” section below in this Item 2 for additional details. ‎ We use certain non-GAAP financial measures as additional measures to enhance the understanding of our financial results.

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Non-GAAP Financial Measures

These non-GAAP financial measures include adjusted net revenues, adjusted income before income taxes, adjusted net income available for common stockholders and adjusted diluted earnings per share (“EPS”). We believe that these non-GAAP financial measures are important measures of our financial performance because they exclude certain items that may not be indicative of our core operating results and business outlook. We believe these non-GAAP financial measures are useful to investors and analysts in evaluating the operating performance of the business.

•We define adjusted net revenues as net revenues adjusted to remove the effect of our currency diversification strategy and our net mark-to-market gains (losses) on investments.

•We define adjusted income before income taxes as income before income taxes adjusted to remove the effect of our currency diversification strategy and our net mark-to-market gains (losses) on investments.

•We define adjusted net income available to common stockholders as net income available for common stockholders adjusted to remove the after-tax effects attributable to IBG, Inc. of our currency diversification strategy and our net mark-to-market gains (losses) on investments.

•We define adjusted diluted EPS as adjusted net income available for common stockholders divided by the diluted weighted average number of shares outstanding for the period.

Mark-to-market on investments represents the net mark-to-market gains (losses) on investments in equity securities that do not qualify for equity method accounting, which are measured at fair value; on our U.S. government and municipal securities portfolios, which are typically held to maturity; and on certain other investments.

We also report compensation and benefits expenses as a percentage of adjusted net revenues, as we believe this measure is useful to investors and analysts in evaluating the growth of our workforce in relation to the growth of our core revenues.

These non-GAAP financial measures should be considered in addition to, rather than as a substitute for, measures of financial performance prepared in accordance with GAAP 1.

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1.Refers to generally accepted accounting principles in the United States.

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The tables below present a reconciliation of consolidated GAAP to non-GAAP financial measures for the periods indicated.




	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

Adjusted net revenues (in millions)
Net revenues - GAAP	$	1,480	$	1,230	$	2,907	$	2,433
Non-GAAP adjustments
Currency diversification strategy, net		5		20		(15)		22
Mark-to-market on investments		(5)		40		(16)		51
Total non-GAAP adjustments		0		60		(31)		73
Adjusted net revenues	$	1,480	$	1,290	$	2,876	$	2,506


Adjusted income before income taxes (in millions)
Income before income taxes - GAAP	$	1,104	$	880	$	2,159	$	1,746
Non-GAAP adjustments
Currency diversification strategy, net		5		20		(15)		22
Mark-to-market on investments		(5)		40		(16)		51
Total non-GAAP adjustments		-		60		(31)		73
Adjusted income before income taxes	$	1,104	$	940	$	2,128	$	1,819

Adjusted pre-tax profit margin		75%		73%		74%		73%


Adjusted net income available for common stockholders (in millions)
Net income available for common stockholders - GAAP	$	224	$	179	$	437	$	354
Non-GAAP adjustments
Currency diversification strategy, net		1		5		(4)		5
Mark-to-market on investments		(1)		10		(4)		13
Income tax effect of above adjustments 1		0		(3)		2		(4)
Total non-GAAP adjustments		(0)		12		(6)		14
Adjusted net income available for common stockholders	$	224	$	191	$	431	$	368


Adjusted diluted EPS (in dollars, except share amounts)
Diluted EPS - GAAP	$	0.51	$	0.41	$	0.99	$	0.82
Non-GAAP adjustments
Currency diversification strategy, net		0.00		0.01		(0.01)		0.01
Mark-to-market on investments		(0.00)		0.02		(0.01)		0.03
Income tax effect of above adjustments 1		0.00		(0.01)		0.01		(0.01)
Total non-GAAP adjustments		(0.00)		0.03		(0.01)		0.03
Adjusted diluted EPS	$	0.51	$	0.44	$	0.98	$	0.85

Diluted weighted average common shares outstanding		441,439,924		434,507,344		440,459,081		433,552,552

Note: Amounts may not add due to rounding.

______________________________

1.The income tax effect is estimated using the statutory income tax rates applicable to the Company.

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Liquidity and Capital Resources

We maintain a highly liquid balance sheet. The majority of our assets consists of investments of customer funds, collateralized receivables arising from customer-related and proprietary securities transactions, and exchange-listed marketable securities, which are marked-to-market daily. Collateralized receivables consist primarily of customer margin loans, securities borrowed, and securities purchased under agreements to resell. As of June 30, 2025, total assets were $181.5 billion of which $180.0 billion, or 99.2%, were considered liquid.

Decisions on the allocation of capital are based upon, among other things, prudent risk management guidelines, potential liquidity and cash flow needs for current and future business activities, regulatory capital requirements, and projected profitability. Our Treasury department, Market Risk Committee, Enterprise Risk Management department and other management control groups assist in evaluating, monitoring and controlling the impact that our business activities have on our financial condition, liquidity and capital structure. The objective of these policies is to support our business strategies while ensuring ongoing and sufficient liquidity. Our significant capital comprises an aggregate across our many regulated subsidiaries, and in addition to supporting our current business and future expansion plans, we believe this financial strength provides our customers with a source of confidence.

Daily monitoring of liquidity needs and available collateral levels is undertaken to help ensure that an appropriate liquidity cushion, in the form of cash and unpledged collateral, is maintained at all times. We actively manage our excess liquidity and maintain significant borrowing capabilities through the securities lending markets and in the form of credit facilities with banks. As a general practice, we maintain sufficient levels of cash on hand to provide us with a buffer should we need immediately available funds for any reason. In addition, pursuant to our liquidity risk management plan we perform periodic liquidity stress tests, which are designed to identify and reserve liquid assets that would be available under market or idiosyncratic stress events. Based on our current level of operations, we believe our cash flows from operations, available cash and available borrowings will be adequate to meet our future liquidity needs for more than the next twelve months.

As of June 30, 2025, liability balances in connection with securities loaned and payables to customers were higher than their average monthly balances during the current quarter. Short-term borrowing balance was lower than its average monthly balance during the current quarter.

Cash and cash equivalents held by our non-U.S. operating subsidiaries as of June 30, 2025, were $2,146 million ($1,513 million as of December 31, 2024). These funds are primarily intended to finance each individual operating subsidiary’s local operations, and thus would not be available to fund U.S. domestic operations unless repatriated through payment of dividends to IBG LLC. As of June 30, 2025, we had no intention to repatriate any amounts from non-U.S. operating subsidiaries. With the enactment of the U.S. Tax Cuts and Jobs Act on December 22, 2017, we recognized a liability for the one-time transition tax on deemed repatriation of earnings of some of our foreign subsidiaries for the year ended December 31, 2017. As a result, in the event dividends were to be paid to the Company in the future by a non-U.S. operating subsidiaries, the Company would not be required to accrue and pay income taxes on such dividends, except for foreign taxes in the form of dividend withholding tax, and in connection with accumulated other comprehensive income/loss from currency exchange rate changes not previously taxed in the U.S., if any, imposed on the recipient of the distribution or dividend distribution tax imposed on the payor of the distribution.

Historically, our consolidated equity has consisted primarily of accumulated retained earnings, which to date have been sufficient to fund our operations and growth. Our consolidated equity increased 22% to $18.5 billion as of June 30, 2025, from $15.2 billion as of June 30, 2024. This increase is attributable to total comprehensive income, partially offset by distributions and dividends paid during the last four quarters.

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Cash Flows

The table below presents our cash flows from operating activities, investing activities and financing activities for the periods indicated.



	Six Months Ended June 30,
	2025		2024

	(in millions)
Net cash provided by operating activities	$	9,723	$	3,304
Net cash used in investing activities		(68)		(27)
Net cash used in financing activities		(556)		(470)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		413		(112)
Increase in cash, cash equivalents, and restricted cash	$	9,512	$	2,695

Our cash, cash equivalents, and restricted cash (i.e., cash and cash equivalents that are subject to withdrawal or usage restrictions) increased by $9,512 million to $49.7 billion for the six months ended June 30, 2025.

Operating Activities

Our cash flows from operating activities are largely a reflection of the changes in customer credit and margin loan balances. We raised $9.7 billion in net cash from operating activities mainly driven by customer credit balances which increased $23.1 billion; partially offset by securities segregated for regulatory purposes, which increased $9.1 billion, and securities borrowed which increased $4.8 billion.

Investing Activities

Our cash flows from investing activities are primarily related to other investments, capitalized internal software development, purchases and sales of memberships, trading rights and shares at exchanges where we trade, and strategic investments where such investments may enable us to offer better execution alternatives to our current and prospective customers, allow us to influence exchanges to provide competing products at better prices using sophisticated technology, or enable us to acquire either technology or customers faster than we could develop them on our own. We used net cash of $68 million in our investing activities primarily for purchases of property, equipment, and intangible assets and other investments.

Financing Activities

Our cash flows from financing activities are comprised of short-term borrowings, capital transactions, and payments made to Holdings under the Tax Receivable Agreement. Short-term borrowings from banks are part of our daily cash management in support of operating activities. Capital transactions consist primarily of quarterly dividends paid to common stockholders and related distributions paid to Holdings. We used net cash of $556 million in our financing activities, primarily for distributions to noncontrolling interests and dividends paid to common stockholders and payments made to Holdings under the Tax Receivable Agreement.

Six months Ended June 30, 2024: For a discussion of changes in cash flows for the six months ended June 30, 2024 refer to our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024.

Regulatory Capital Requirements

As of June 30, 2025, all operating subsidiaries were in compliance with their respective regulatory capital requirements. For additional information regarding our regulatory capital requirements see Note 15 – ‘‘Regulatory Requirements’’ to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Capital Expenditures

Our capital expenditures are comprised of compensation costs of our software engineering staff for development of software for internal use and expenditures for computer, networking and communications hardware, and leasehold improvements. These expenditure items are reported as property, equipment, and intangible assets. Capital expenditures for property, equipment, and intangible assets were $30 million and $23 million for the six months ended June 30, 2025 and 2024, respectively. In the future, we plan to meet capital expenditure needs with cash from operations and cash on hand, as we continue our focus on technology infrastructure initiatives to further enhance our competitive position. In response to changing economic conditions, we believe we have the flexibility to modify our capital expenditures by adjusting them (either upward or downward) to match our actual performance. If we pursue any additional strategic acquisitions, we may incur additional capital expenditures.

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Seasonality

Our businesses are subject to seasonal fluctuations, reflecting varying numbers of market participants at times during the year, varying numbers of trading days from quarter-to-quarter, and declines in trading activity due to holidays. Typical seasonal trends may be superseded by market or world events, which can have a significant impact on prices and trading volume.

Inflation

Although we cannot accurately anticipate the effects of inflation on our operations, we believe that, for the past several years, inflation may have indirectly had a material impact on our results of operations. Inflation has been one of the factors driving our employee compensation and benefits expenses higher during the current period, although as a percentage of net revenues these expenses remain stable. Inflation may also be a contributing factor to general uncertainty in the markets in the foreseeable future. Statements about future inflation are subject to the risk that actual inflation and its effects may differ, possibly materially, due to, among other things, changes in economic growth, impact of supply chain disruptions, unemployment and consumer demand.

Investments in U.S. Government Securities

We invest in U.S. government securities to satisfy U.S. regulatory requirements. As a broker-dealer, unlike banks, we are required to mark these investments to market even though we intend to hold them to maturity. Sudden increases (decreases) in interest rates will cause mark-to-market losses (gains) on these securities, which are recovered (eliminated) if we hold them to maturity, as currently intended. As of June 30, 2025, substantially all of our U.S. government securities had maturities within three months. The impact of changes in interest rates is further described in Part I, Item 3 of this Quarterly Report on Form 10-Q entitled “Quantitative and Qualitative Disclosures about Market Risk.”

Strategic Investments and Acquisitions

We regularly evaluate potential strategic investments and acquisitions. We hold strategic investments in certain electronic trading exchanges, including BOX Options Exchange, LLC. We also hold strategic investments in certain businesses, including Zero Hash Holdings Ltd. (a crypto-service provider) and Next Securities Corporation (a South Korea-based securities company).

We intend to continue making acquisitions on an opportunistic basis, generally only when the acquisition candidate will, in our opinion, enable us to offer better execution alternatives to our current and prospective customers, allow us to influence exchanges to provide competing products at better prices using sophisticated technology, or enable us to acquire either technology or customers faster than we could develop them on our own.

As of June 30, 2025, there were no definitive agreements with respect to any material acquisition.

Certain Information Concerning Off-Balance-Sheet Arrangements

We may be exposed to a risk of loss not reflected in our condensed consolidated financial statements for futures products, which represent our obligations to settle at contracted prices, and which may require us to repurchase or sell in the market at prevailing prices. Accordingly, these transactions result in off-balance sheet risk, as our cost to liquidate such futures contracts may exceed the amounts reported in our condensed consolidated statements of financial condition.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements and accompanying notes. These estimates and assumptions are based on judgment and the best available information at the time. Therefore, actual results could differ materially from those estimates. We believe that the critical policies listed below represent the most significant estimates used in the preparation of our consolidated financial statements. See Note 2 – “Significant Accounting Policies” to the unaudited condensed consolidated financial statements for a summary of our significant accounting policies in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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Contingencies

Our policy is to estimate and accrue for potential losses that may arise out of litigation and regulatory proceedings, to the extent that such losses are probable and can be estimated. Significant judgment is required in making these estimates and our final liabilities may ultimately be materially different. Our total liability accrued with respect to litigation and regulatory proceedings is determined on a case by case basis and represents an estimate of probable losses based on, among other factors, the progress of each case, our experience with and industry experience with similar cases and the opinions and views of internal and external legal counsel. Given the inherent difficulty of predicting the outcome of litigation and regulatory matters, particularly in cases or proceedings in which substantial or indeterminate damages or fines are sought, or where cases or proceedings are in the early stages, we cannot estimate losses or ranges of losses for cases or proceedings where there is only a reasonable possibility that a loss may be incurred.

Income Taxes

Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits are based on enacted tax laws and reflect management’s best assessment of estimated future taxes to be paid. We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. Determining income tax expense requires significant judgment and estimates.

Deferred income tax assets and liabilities arise from temporary differences between the tax and financial statement recognition of the underlying assets and liabilities. In evaluating our ability to recover our deferred tax assets within the jurisdictions from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, historical results are adjusted for changes in accounting policies and incorporate assumptions including the amount of future state, federal and foreign pre-tax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax-planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, three years of cumulative operating income (loss) are considered. Deferred income taxes have not been provided for U.S. tax liabilities or for additional foreign taxes on the unremitted earnings of foreign subsidiaries that have been indefinitely reinvested.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. For example, on December 15, 2022, the EU formally adopted the EU’s Pillar Two Directive, effective January 1, 2024, which provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Cooperation and Development (“OECD”) Pillar Two Framework. A significant number of other countries have either already or are expected to implement similar legislation with varying effective dates. We record tax liabilities in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 740 and adjust these liabilities when management’s judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in payments that are different from the current estimates of these tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information becomes available.

We recognize that a tax benefit from an uncertain tax position may be recognized only when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. A tax position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized on settlement.

Accounting Pronouncements Issued but Not Yet Adopted

For additional information regarding FASB Accounting Standards Updates (“ASU” s) that have been issued but not yet adopted and that may impact the Company, refer to Note 2 – “Significant Accounting Policies” to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on form 10-Q.

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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.

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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 1.86% as of June 30, 2025 compared to June 30, 2024. As of June 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 6/30/2024								As of 6/30/2025
				GLOBAL in		% of	Net Equity					GLOBAL in		% of	Net Equity			CHANGE in
Currency	Composition	FX Rate		USD Equiv.		Comp.	(in USD millions)			FX Rate		USD Equiv.		Comp.	(in USD millions)			% of Comp.
USD	0.72		1.0000		0.720	76.2%		$	11,572		1.0000		0.720	74.8%		$	13,856		-1.4%
EUR	0.09		1.0714		0.096	10.2%			1,550		1.1788		0.106	11.0%			2,042		0.8%
JPY	3.91		0.0062		0.024	2.6%			391		0.0069		0.027	2.8%			522		0.2%
GBP	0.02		1.2645		0.025	2.7%			406		1.3734		0.027	2.9%			529		0.2%
CHF	0.02		1.1127		0.022	2.4%			358		1.2609		0.025	2.6%			485		0.3%
CNH	0.13		0.1370		0.018	1.9%			286		0.1397		0.018	1.9%			349		0.0%
INR	1.10		0.0120		0.013	1.4%			212		0.0117		0.013	1.3%			247		-0.1%
CAD	0.02		0.7310		0.011	1.2%			176		0.7349		0.011	1.1%			212		0.0%
AUD	0.02		0.6669		0.010	1.1%			161		0.6581		0.010	1.0%			190		0.0%
HKD	0.04		0.1281		0.004	0.5%			72		0.1274		0.004	0.5%			86		0.0%
					0.945	100.0%		$	15,184				0.962	100.0%		$	18,518		0.0%

Interest Rate Risk

We had no variable-rate debt outstanding as of June 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 June 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 $73 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 $38 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.

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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 June 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 $73 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 $8 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 June 30, 2025, we had $65.3 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.

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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.

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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.

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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 June 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

The summary of the Company’s stock repurchase activity for the three months ended June 30, 2025, is as follows:



				Total Number	Maximum
				of Shares	Number of Shares that
		Total Number of	Average	Purchased as Part of	May yet be Purchased
		Shares	Price Paid	Publicly Announced	Under the
Period		Purchased 2	per Share 2	Plans or Programs	Plans or Programs

May 1 - May 31	Employee Transactions 1	1,815,372	$ 46.40	N/A	N/A

________________________

1.All shares were repurchased from employees who elected to have shares withheld to satisfy their tax withholding obligations related to the May 9, 2025 vesting of the amended 2007 Stock Incentive Plan. The Company sold these shares in open market transactions. See Note 10 – “Employee Incentive Plans” to the unaudited condensed consolidated financial statements in Item 1, Part 1 of this Quarterly Report on Form 10-Q for more information regarding the amended 2007 Stock Incentive Plan.

2.Amounts disclosed are on a post-split basis.

The Company provides employees with two options to pay for their withholding tax obligations which become due when restricted stock units vest: either (1) reimburse the Company via cash payment, or (2) elect to have IBG LLC withhold a portion of the vesting shares. In the case of employees who elect to have the IBG LLC withhold shares to cover their tax obligations, those shares are transferred to IBG LLC, which in turn, sells those shares in open market transactions to recover the amount paid to the tax authorities on the employees’ behalf. During the three months ended June 30, 2025, the Company sold 1,815,372 shares of its Class A common stock (with a fair value of $95 million) in open market transactions. The proceeds were used to reimburse the Company for withholding taxes paid by the Company on the employees’ behalf.

On October 13, 2015, the Company filed a Post-Effective Amendment to multiple Registration Statements filed under the Securities Act of 1933, as amended on Form S-8 that registered shares of the Company’s Class A common stock, $0.01 par value, for issuance under the Company’s amended 2007 Stock Incentive Plan (the “Plan”). As per General Instruction C of Form S-8, the sale of the shares described above constitutes a resale or reoffer of the Company’s Class A common stock. The Post-Effective Amendment contains a reoffer prospectus that registers 25,600,000 shares (on a post-split basis) of the Company’s Class A common stock. The reoffer prospectus allows for future sales by IBG LLC, on a continuous or delayed basis, to the public without restriction.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

Not applicable.

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ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

MINE SAFETY DISCLOSURES 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 June 30, 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

Purchase or Sale

Aggregate Number of IBKR shares to be Sold

Thomas Peterffy

Chairman of the Board of Directors

Adoption

April 25, 2025

See 1 below

Sale

6,064,728 2

Paul Brody

Chief Financial Officer, Treasurer and Secretary

Adoption

June 9, 2025

September 2, 2026

Sale

1,000,000 3

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1.The later of 90 days or two days after the Company’s filing of its Form 10-Q for the quarter ended September 30, 2025, 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.

3.Shares held through PJB Holdings LLC.

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


Exhibit ‎Number	Description
3.1	Second Amended and Restated Certificate of Incorporation of Interactive Brokers Group, Inc.
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 (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).**
10.1	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	Interactive Brokers Group, Inc. 2007 Stock Incentive Plan.+
10.6	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).**+
10.7	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).**
10.8	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 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).**
31.1	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.
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*
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 Quarterly Report on Form 10-Q for the quarterly period ended June 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.

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SIGNATURES

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: August 6, 2025

EX-3.1 2 ibkr-20250630xex3_1.htm EX-3.1 20250630 Exhibit 31

EXHIBIT 3.1

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

INTERACTIVE BROKERS GROUP, INC.

ARTICLE ONE

The name of the corporation is Interactive Brokers Group, Inc. (the “Corporation”).

ARTICLE TWO

The address of the Corporation’s registered office in the state of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is Corporation Service Company.

ARTICLE THREE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE FOUR

Section 1.Shares, Classes and Series Authorized.The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 4,000,011,000 shares, consisting of: (a) 4,000,000,000 shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”); (b) 1,000 shares of Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”); and (c) 10,000 shares of Preferred Stock, par value $0.01 per share (the “Preferred Stock”), issuable in one or more series as hereinafter provided. The Class A Common Stock and the Class B Common Stock shall hereinafter collectively be called the “Common Stock.” The number of authorized shares of any class or classes of capital stock of the Corporation may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL or any corresponding provision hereinafter enacted.

Section 2.Preferred Stock. The Board of Directors is authorized to provide for the issuance from time to time of shares of Preferred Stock in one or more series and, by filing a certificate pursuant to the applicable provisions of the DGCL (a “Preferred Stock Certificate of Designation”), to establish from time to time the number of shares to be included in each such series, with such voting powers, full or limited, if any, of the shares of such series, and such designations, preferences, and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as are stated and expressed in the resolution or resolutions providing for the issue thereof adopted by the Board of Directors (as such resolutions may be amended by a resolution or resolutions subsequently adopted by the Board of Directors), and as are not stated and expressed in this Second Amended and Restated Certificate of Incorporation including, but not limited to, determination of any of the following:

(a)the distinctive designation of the series, whether by number, letter or title, and the number of shares which will constitute the series, which number may be increased or decreased (but not below the number of shares then outstanding and except where otherwise provided in the applicable Preferred Stock Certificate of Designation) from time to time by action of the Board of Directors;

(b)the dividend rate, if any, and the times of payment of dividends, if any, on the shares of the series, whether such dividends will be cumulative, and if so, from what date or dates, and the relation which such dividends, if any, shall bear to the dividends payable on any other class or classes of stock;

(c)the price or prices at which, and the terms and conditions on which, the shares of the series may be redeemed at the option of the Corporation;

(d)whether or not the shares of the series will be entitled to the benefit of a retirement or sinking fund to be applied to the purchase or redemption of such shares and, if so entitled, the amount of such fund and the terms and provisions relative to the operation thereof;

(e)the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

(f)whether or not the shares of the series will be convertible into, or exchangeable for, any other shares of stock of the Corporation or other securities, and if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and any adjustments thereof, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

(g)the rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation;

(h)whether or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series or class of stock in any respect, or will be entitled to the benefit of limitations restricting the issuance of shares of any other series or class of stock, restricting the payment of dividends on or the making of other distributions in respect of shares of any other series or class of stock ranking junior to the shares of the series as to dividends or assets, or restricting the purchase or redemption of the shares of any such junior series or class, and the terms of any such restriction;

(i)whether the series will have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights; and

(j)any other preferences, qualifications, privileges, options and other relative or special rights and limitations of that series.

Except as otherwise required by law, as otherwise provided herein or as otherwise determined by the Board of Directors in the applicable Preferred Stock Certificate of Designation as to the shares of any series of Preferred Stock prior to the issuance of any such shares, the holders of Preferred Stock shall have no voting rights and shall not be entitled to any notice of meeting of stockholders.

Section 3.Common Stock. Except as otherwise provided in this Second Amended and Restated Certificate of Incorporation or as otherwise required by applicable law, all shares of Common Stock shall be identical in all respects and shall entitle the holders thereof to the same rights and privileges, subject to the same qualifications, limitations and restrictions. The terms of the Common Stock set forth below shall be subject to the express terms of any series of Preferred Stock.

(a)Voting Rights. The shares of Common Stock shall entitle the holders thereof to the following voting rights:

(1)Each share of Class A Common Stock shall entitle the holder thereof to one (1) vote in person or by proxy on all matters submitted to a vote of the stockholders of the Corporation.

(2)Each share of Class B Common Stock shall entitle the holder thereof: (A) at such time, if any, that there are no shares of Class A Common Stock outstanding, to one (1) vote in person or by proxy on all matters submitted to a vote of the stockholders of the Corporation, and (B) at such time, if any, that there are shares of Class A Common Stock outstanding, to the following number of votes in person or by proxy on all matters submitted to a vote of the stockholders of the Corporation: (x) the number of Shares (as defined below) of IBG LLC, a Connecticut limited liability company (“IBG LLC”), held by such holder as reflected on the books and records of IBG LLC, divided by (y) the number of shares of Class B Common Stock outstanding. “Shares” shall have the meaning assigned to such term in the Amended and Restated Limited Liability Company Agreement of IBG LLC.

(3)Except as otherwise required in this Second Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation or by applicable law, the holders of shares of Common Stock shall vote together as a single class on all matters submitted to a vote of stockholders of the Corporation (or if any holders of shares of Preferred Stock are entitled to vote together with the holders of Common Stock, as a single class with such holders of shares of Preferred Stock).

(b)Dividends and Distributions.

(1)Subject to the preferences applicable to Preferred Stock, if any, outstanding at any time, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property or shares of stock of the Corporation as may be declared thereon by the Corporation’s Board from time to time out of assets or funds of the Corporation legally available therefor; provided that, subject to the provisions of this Section 3, the Corporation shall not pay dividends or make distributions to any holders of any class of Common Stock unless simultaneously with such dividend or distribution, as the case may be, the Corporation makes the same dividend or distribution with respect to each outstanding share of Common Stock regardless of class.

(2)In the case of dividends or other distributions payable in Class A Common Stock or Class B Common Stock including distributions pursuant to stock splits or divisions of Class A Common Stock or Class B Common Stock which occur after the first date upon which the Corporation has issued any shares of Class A Common Stock or Class B Common Stock, only shares of Class A Common Stock shall be distributed with respect to Class A Common Stock and only shares of Class B Common Stock shall be distributed with respect to Class B Common Stock. In the case of any such dividend or distribution payable in shares of Class A Common Stock or Class B Common Stock, the number of shares of each class of Common Stock payable per share of such class of Common Stock shall be equal in number.

(3)In the case of dividends or other distributions consisting of other voting securities of the Corporation or of voting securities of any corporation which is a wholly owned subsidiary of the Corporation, the Corporation shall declare and pay such dividends in two separate classes of such voting securities, identical in all respects, except that: (1) the voting rights of each such security paid to the holders of Class B Common Stock, when compared to the voting rights of each such security paid to the holders of Class A Common Stock, shall have voting rights determined pursuant to the same formula as provided in Article Four, Section 3(a)(2) above; and (2) such security paid to the holders of Class B Common Stock shall have the same restrictions on transfer and ownership applicable to the transfer and ownership of Class B Common Stock.

(4)In the case of dividends or other distributions consisting of securities convertible into, or exchangeable for, voting securities of the Corporation or voting securities of another corporation which is a wholly owned subsidiary of the Corporation, the Corporation shall provide that such convertible or exchangeable securities and the underlying securities be identical in all respects (including, without limitation, the conversion or exchange rate), except that: (1) the voting rights of each security underlying the convertible or exchangeable security paid to the holders of Class B Common Stock, when compared to the voting rights of each security underlying the convertible or exchangeable security paid to the holders of the Class A Common Stock, shall have voting rights determined pursuant to the same formula as provided in Article Four, Section 3(a)(2) above; and (2) such securities underlying the convertible or exchangeable securities paid to the holders of the Class B Common Stock shall have the same restrictions on transfer and ownership applicable to the transfer and ownership of the Class B Common Stock.

(c)Stock Splits, Stock Dividends and Reclassification. The Corporation shall not in any manner subdivide (by any stock split, stock dividend, reclassification, recapitalization or otherwise) or combine (by reverse stock split, reclassification, recapitalization or otherwise) the outstanding shares of one class of Common Stock unless the outstanding shares of all classes of Common Stock shall be proportionately subdivided or combined.

(d)Options, Rights or Warrants.

(1)The Corporation shall not make any offering of options, rights or warrants to subscribe for shares of Class B Common Stock.

(2)Subject to Article Four, Section 3(d)(1) above, the Corporation shall have the power to create and issue, whether or not in connection with the issue and sale of any shares of stock or other securities of the Corporation, rights or options entitling the holders thereof to purchase from the Corporation any shares of its capital stock of any class or classes at the time authorized (other than Class B Common Stock), such rights or options to have such terms and conditions, and to be evidenced by or in such instrument or instruments, as shall be approved by the Board.

(e)Mergers, Consolidation, Etc. In the event that the Corporation shall enter into any consolidation, merger, combination or other transaction in which shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then, and in such event, the shares of each class of Common Stock shall be exchanged for or changed into the same amount of stock, securities, cash and/or any other property, as the case may be, into which or for which each share of any other class of Common Stock is exchanged or changed; provided, however, that if shares of Common Stock are exchanged for or changed into shares of capital stock, such shares so exchanged for or changed into may differ to the extent and only to the extent that the Class A Common Stock and the Class B Common Stock differ as provided herein.

(f)Liquidation Rights. In the event of any dissolution, liquidation or winding-up of the affairs of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Corporation and after making provision for the holders of each series of Preferred Stock, if any, the remaining assets and funds of the Corporation, if any, shall be divided among and paid ratably to the holders of the shares of the Class A Common Stock and the Class B Common Stock treated as a single class.

ARTICLE FIVE

The Bylaws of the Corporation shall be adopted by the sole incorporator. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized thereafter to adopt, amend or repeal the Bylaws of the Corporation or any amendment thereof without the assent or vote of the stockholders of the Corporation. Notwithstanding any other provisions of the Second Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation and, in addition to any other vote required by law, the stockholders may, at any annual or special meeting of the stockholders of the Corporation, duly called and upon proper notice thereof, make, alter, amend or repeal the Bylaws or any amendment thereof by the affirmative vote by the holders of not less than 66-2/3% of the shares of stock entitled to vote generally in the election of directors.

ARTICLE SIX

The Corporation shall indemnify each of the Corporation’s directors and officers in each and every situation where, under Section 145 of the DGCL, as amended from time to time (“Section 145”), the Corporation is permitted or empowered to make such indemnification. The Corporation may, in the sole discretion of the Board of Directors of the Corporation, indemnify any other person who may be indemnified pursuant to Section 145 to the extent the Board of Directors deems advisable, as permitted by Section 145. The Corporation shall promptly make or cause to be made any determination required to be made pursuant to Section 145.

No person shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that the foregoing shall not eliminate or limit the liability of a director to the extent not permitted under the DGCL. If the DGCL is subsequently amended to further eliminate or limit the liability of a director, then a director of the Corporation shall not be liable to the fullest extent permitted by the amended DGCL. For purposes of this Article Six, “fiduciary duty as a director” shall include any fiduciary duty arising out of serving at the Corporation’s request as a director of another corporation, partnership, joint venture or other enterprise, and “personal liability to the Corporation or its stockholders” shall include any liability to another corporation, partnership, joint venture, trust or other enterprise, and any liability to the Corporation in its capacity as a security holder, joint venturer, partner, beneficiary, creditor or investor of or in any such other corporation, partnership, joint venture, trust or other enterprise.

Neither any amendment nor repeal of this Article Six, nor the adoption of any provision of this Second Amended and Restated Certificate of Incorporation or any amendment thereof inconsistent with this Article Six, shall eliminate or reduce the effect of this Article Six in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article Six, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE SEVEN

Except as otherwise provided by or fixed pursuant to the provisions of the Corporation’s Second Amended and Restated Certificate of Incorporation relating to the rights of holders of any series of preferred stock, any action required to be taken at any annual or special meeting of the stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing (or deemed to be in writing under applicable law), setting forth the action so taken, shall be signed by stockholders (or deemed to be signed by stockholders under applicable law) representing not less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered and dated as required by law. Prompt notice of the taking of such action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE EIGHT

No stockholder of the Corporation shall have any preemptive or preferential right, nor be entitled to such as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of the Corporation of any class or series, whether issued for cash or for consideration other than cash, or of any issue of securities convertible into stock of the Corporation.

ARTICLE NINE

The business and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors of the Corporation. The number of directors of the Corporation shall be fixed from time to time in the Bylaws or any amendment thereof duly adopted by the Board of Directors or by the stockholders.

ARTICLE TEN

Advance notice of new business and stockholder nominations for the election of directors shall be given in the manner and to the extent provided in the Bylaws of the Corporation or any amendment thereof.

ARTICLE ELEVEN

Unless and except to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

ARTICLE TWELVE

The Corporation reserves the right to amend or repeal any provisions contained in this Second Amended and Restated Certificate of Incorporation or any amendment thereof from time to time and at any time in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred upon stockholders and directors are granted subject to such reservation.

EX-10.5 3 ibkr-20250630xex10_5.htm EX-10.5 20250630 Exhibit 105

EXHIBIT 10.5

INTERACTIVE BROKERS GROUP, INC.

2007 STOCK INCENTIVE PLAN

(as of April 14, 2025)

1. PURPOSES OF THE PLAN. The purposes of the Interactive Brokers Group, Inc. 2007 Stock Incentive Plan (the “Plan”) are to further the long-term growth of Interactive Brokers Group, Inc. (the “Company”), to the benefit of its stockholders, by providing incentives to the directors, officers, employees, contractors and consultants of the Company and its subsidiaries who will be largely responsible for such growth, and to assist the Company in attracting and retaining executives of experience and ability on a basis competitive with industry practices. The Plan permits the Company to provide incentive compensation in the form of, or based upon the value of, the Company’s Class A common stock, $0.01 par value (“Common Stock”), of the types commonly known as restricted stock, stock appreciation rights and performance shares, as well as other types of equity-based incentive compensation (collectively, the “Awards”).

2. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Compensation Committee of the Board of Directors or such other committee of two or more directors as the Board of Directors of the Company may from time to time designate (the “Committee”). Subject to the provisions of the Plan, the Committee shall have exclusive power to select the officers or other key employees to participate in the Plan, to determine the type, size and terms and conditions of Awards (including, but not limited to, restrictions as to transferability or forfeiture, exercisability or settlement of an Award and waivers or accelerations thereof, based in each case on such considerations as the Committee shall determine) and all other matters to be determined in connection with any Award to be made to each Participant selected, and to determine the time or times when Awards will be granted; provided, however, that if the Committee is not the Compensation Committee of the Board of Directors, then an Award granted hereunder by the Committee to any Participant will be revoked if such Award is not thereafter ratified by the Compensation Committee of the Board of Directors. The Committee’s interpretation of the Plan or of any Awards granted thereunder shall be final and binding on all parties concerned, including the Company and any Participant. The Committee shall have the authority, subject to the provisions of the Plan, to correct any defect or supply any omission or reconcile any inconsistency in the Plan, and to adopt, revise and rescind such rules, regulations, guidelines, forms of agreements and instruments relating to the Plan as it may deem necessary or advisable for the administration of the Plan.

3. PARTICIPATION. The Committee shall select from the officers and other key employees of the Company and its subsidiaries (the “Participants”) the persons who will receive Awards pursuant to the Plan. The term “subsidiary” shall mean any entity a majority of the total combined voting power of whose equity securities is beneficially owned, directly or indirectly, by the Company and any entity otherwise controlled by the Company, including, without limitation, IBG LLC, a Connecticut limited liability company. Participants may receive multiple Awards under the Plan.

4. SHARES OF STOCK SUBJECT TO THE PLAN. Subject to adjustment as provided in Section 6(a) hereof, 160,000,000 shares of Common Stock may be issued pursuant to Awards under the Plan. Shares to be issued under the Plan may be either authorized but unissued shares of Common Stock or shares of Common Stock held by the Company as treasury shares, including shares acquired by purchase.

No Award may be granted if the number of shares of Common Stock to which such Award relates, when added to the number of shares of Common Stock previously issued under the Plan and the number of shares of Common Stock which may then be acquired pursuant to other outstanding, unexercised Awards, exceeds the number of shares of Common Stock available for issuance pursuant to the Plan. If any shares of Common Stock subject to an Award are forfeited or such Award is settled in cash or otherwise terminates or is settled for any reason whatsoever without an actual issuance of shares of Common Stock to the Participant, any shares of Common Stock counted against the number of shares of Common Stock available for issuance pursuant to the Plan with respect to such Award shall, to the extent of any such forfeiture, settlement, or termination, again be available for Awards under the Plan; provided, however, that the Committee may adopt procedures for the counting of shares of Common Stock relating to any Award to ensure appropriate counting, avoid double counting, and provide for adjustments in any case in which the number of shares of Common Stock actually distributed differs from the number of shares of Common Stock previously counted in connection with such Award. Notwithstanding anything to the contrary herein, any shares of Common Stock retained by the Company in satisfaction of the Participant’s obligation for withholding taxes shall not again be available for issuance as Awards under the Plan.

5. AWARDS.

(a) General. Awards under the Plan may include, but need not be limited to, shares of Common Stock that may be subject to certain restrictions and to a risk of forfeiture (“Restricted Stock”), rights to receive the appreciation of Common Stock from the date of grant to the date of exercise (“SARs”) and a book-entry unit with an initial value equal to Common Stock on the date of grant (“Performance Shares”). The Committee may also make any other type of Award payable in, or valued in whole or in part by reference to, shares of Common Stock (“Stock-Based Awards”) deemed by the Committee to be consistent with the purposes of the Plan. Awards may be granted on the terms and conditions set forth in this Section 5.

(b) Vesting, Other Performance Requirements and Forfeiture. In making Awards under the Plan, the Committee may, on the date of grant or thereafter, (i) specify that the right to exercise, receive, retain and/or transfer such Award shall be conditional upon the fulfillment of specified conditions, including, without limitation, completion of specified periods of service in the employ of the Company or its subsidiaries, and/or the achievement of specified business and/or personal performance goals, and (ii) provide for the forfeiture of all or any portion of any such Awards in specified circumstances. The Committee may also specify by whom and/or in what manner the accomplishment of any such performance goals shall be determined. Notwithstanding the foregoing, the Committee shall retain full power to accelerate or waive any such condition as it may have previously imposed. All Awards shall be evidenced by an Award agreement.

(c) Term of Awards. The term of each Award shall, except as otherwise provided herein, be for such period as may be determined by the Committee; provided, however, that in no event shall the term of any Award exceed a period of ten years from the date of grant.

(d) Restricted Stock. The Committee may grant Restricted Stock to Participants on the following terms and conditions:

(i)Restricted Stock shall be subject to such restrictions on transferability and other restrictions, if any, as the Committee may impose at the date of grant or thereafter, which restrictions, if any, may lapse separately or in combination at such times, under such circumstances (including, without limitation, upon achievement of performance criteria if deemed appropriate by the Committee), in such installments, or otherwise, as the Committee may determine. Except to the extent restricted under the Award agreement relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a shareholder including, without limitation, the right to vote Restricted Stock and the right to receive dividends (whether in cash or in shares of Common Stock) thereon.

(ii)Except as otherwise determined by the Committee, at the date of grant or thereafter, upon termination of employment prior to specific vesting dates, shares of Restricted Stock and any accrued but unpaid dividends that are at that time subject to restrictions shall be forfeited.

(iii)Restricted Stock granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, such certificates shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and, if the Committee so determines, the Company shall retain physical possession of the certificate representing such Restricted Stock (whether or not vested).

(e) Stock Appreciation Rights. The Committee is authorized to grant SARs to Participants on the following terms and conditions:

(i)A SAR shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of Common Stock on the date of exercise over (B) the Fair Market Value of one share of Common Stock on the date of grant of the SAR (the “Grant Value”). For purposes of the Plan, the term “Fair Market Value” is the mean of the high and low sales prices of the Common Stock on the relevant date as reported on the stock exchange or market on which the Common Stock is primarily traded, or, if no sale is made on such date, then Fair Market Value is the weighted average of the mean of the high and low sales prices of the Common Stock on the next preceding day and the next succeeding day on which such sales were made as reported on the stock exchange or market on which the Common Stock is primarily traded.

(ii)The Committee shall determine the time or times at which a SAR may be exercised in whole or in part, the method of exercise, method of settlement, form of consideration payable in settlement, the method by which shares of Common Stock will be delivered or deemed to be delivered to Participants, and any other terms and conditions of any SAR.

(f) Performance Shares. The Committee is authorized to grant Awards of Performance Shares to Participants with a value equal to the Fair Market Value of one share of Common Stock on the date of grant. An Award of Performance Shares shall vest and become payable to a Participant after a specified period of continued employment with the Company or a subsidiary or upon the achievement of specified performance goals, as determined by the Committee. Settlement of Performance Shares shall be made in cash or shares of Common Stock or any combination thereof, as determined by the Committee.

(g) Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants Stock-Based Awards, in addition to those provided in Sections 5(d), (e) and (f) hereof, as deemed by the Committee to be consistent with the purposes of the Plan, including Stock-Based Awards granted in substitution for any other right of a Participant to receive payment of compensation from the Company or a subsidiary. The Committee shall determine the terms and conditions of such Awards.

(h) Cash Payments. The Committee is authorized, subject to limitations under applicable law, to grant to Participants cash payments, including cash payments of dividend equivalents with respect to a specified number of shares of Common Stock, whether awarded separately or as a supplement to any other Award. The Committee shall determine the terms and conditions of such cash payment Awards.

(i) Certain Qualifying Awards. The Committee, in its sole discretion, may grant an Award to any Participant with the intent that such award qualifies as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code”) (a “Qualifying Award”). The right to receive or retain any award granted as a Qualifying Award (other than a SAR) shall be conditional upon the

achievement of specified performance goals during a calendar year or such other period (a “Performance Period”) as may be established by the Committee. Performance goals shall be established in writing by the Committee prior to the beginning of each Performance Period, or at such other time no later than such time as is permitted by the applicable provisions of the Code. Such performance goals, which may vary from Participant to Participant and Award to Award, shall be based upon the attainment of specific amounts of, or increases in, one or more of the following: the Fair Market Value of Common Stock, revenues, operating income, cash flow, earnings before income taxes, net income, earnings per share, stockholders’ equity, return on equity, underwriting profits, compound growth in net loss and loss adjustment expense reserves, loss ratio or combined ratio of the Company’s insurance businesses, operating efficiency or strategic business objectives consisting of one or more objectives based on meeting specified cost targets, business expansion goals and goals relating to acquisitions or divestitures, all whether applicable to the Company or any relevant subsidiary or business unit or entity in which the Company has a significant investment, or any combination thereof as the Committee may deem appropriate. Each performance goal may be expressed on an absolute and/or relative basis, may be based on, or otherwise employ, comparisons based on internal targets, the past performance of the Company and/or the past or current performance of other companies, may provide for the inclusion, exclusion or averaging of specified items in whole or in part, such as catastrophe losses, realized gains or losses on strategic investments, discontinued operations, extraordinary items, accounting changes, and unusual or nonrecurring items, and, in the case of earnings-based measures, may use or employ comparisons relating to capital, shareholders’ equity and/or shares outstanding, assets or net assets. Prior to the payment of any Award granted as a Qualifying Award, the Committee shall certify in writing that the performance goals were satisfied. The maximum number of shares of Common Stock with respect to which Qualifying Awards may be granted to any Participant in any calendar year shall be 1,000,000 shares of Common Stock, subject to adjustment as provided in Section 6(a) hereof.

(j) Form of Payment. Subject to the terms of the Plan and any applicable Award agreement, payments or transfers to be made under the Plan upon the grant or exercise of an Award may be made in such forms as the Committee shall determine, including, without limitation, cash, shares of Common Stock, other Awards, or other property, and may be made in a single payment or transfer, or on a deferred basis. The Committee may, whether at the time of grant or at any time thereafter prior to payment or settlement, permit (subject to the requirements of applicable law and any conditions as the Committee may from time to time establish) a Participant to elect to defer receipt of all or any portion of any payment of cash or shares of Common Stock that would otherwise be due to such Participant in payment or settlement of an Award under the Plan. (Such payments may include, without limitation, provisions for the payment or crediting of reasonable interest in respect of deferred payments credited in cash, and the payment or crediting of dividends in respect of deferred amounts credited in Common Stock equivalents.)

(k) Exchange and Buy Out Provisions; Limitation on Repricing. The Committee may at any time offer to exchange or buy out any previously granted Award for a payment in cash, shares of Common Stock, other Awards, or other property based on such terms and conditions as the Committee shall determine and communicate to a Participant at the time that such offer is made. Notwithstanding the foregoing, unless such action is approved by the Company’s stockholders, the Grant Value of a SAR may not be reduced (except pursuant to Section 6), nor may a SAR be cancelled and a new SAR granted in consideration therefore (whether for the same or a different number of shares) issued at a Grant Value less than the Grant Value of the SAR cancelled.

6. DILUTION AND OTHER ADJUSTMENTS.

(a) Changes in Capital Structure. In the event of any corporate transaction involving the Company (including, without limitation, any subdivision or combination or exchange of the outstanding shares of Common Stock, stock dividend, stock split, spin-off, split-off, recapitalization, capital reorganization, liquidation, reclassification of shares of Common Stock, merger, consolidation, extraordinary cash distribution, or sale, lease or transfer of substantially all of the assets of the Company), the Board of Directors of the Company shall make such equitable adjustments as it may deem appropriate in the Plan and the Awards thereunder, including, without limitation, an adjustment in (i) the total number of shares of Common Stock which may thereafter be issued pursuant to Awards under the Plan, (ii) the number of shares of Common Stock with respect to which Qualifying Awards may be granted to any Participant in any calendar

year under Section 5(i) hereof, and (iii) the Grant Price or other price or value at the time of grant relating to any Award. Moreover, in the event of any such transaction, the Board of Directors of the Company may provide in substitution for any or all outstanding Awards under the Plan such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all Awards so replaced. Agreements evidencing Awards may include such provisions as the Committee may deem appropriate with respect to the adjustments to be made to the terms of such Awards upon the occurrence of any of the foregoing events.

(b) Tender Offers and Exchange Offers. In the event of any tender offer or exchange offer, by any person other than the Company, for shares of Common Stock, the Committee may (i) make such adjustments in outstanding Awards and authorize such further action as it may deem appropriate to enable the recipients of outstanding Awards to avail themselves of the benefits of such offer, including, without limitation, acceleration of the payment of outstanding Awards payable, in whole or in part, in shares of Common Stock and/or (ii) cancel any outstanding Award and cause the holder thereof to be paid, in cash or shares of Common Stock, or any combination thereof, the value of such Award based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the tender offer or exchange offer.

(c) Limits on Discretion to Make Adjustments. Notwithstanding any provision of this Section 6 to the contrary, no adjustment shall be made in any outstanding Qualifying Awards to the extent that such adjustment would adversely affect the status of that Qualifying Award as “performance-based compensation” under Section 162(m) of the Code.

7. MISCELLANEOUS PROVISIONS.

(a) Right to Awards. No employee or other person shall have any claim or right to be granted any Award under the Plan.

(b) Rights as Stockholders. A Participant shall have no rights as a holder of Common Stock by reason of Awards under the Plan, unless and until shares of Common Stock are actually issued to the Participant.

(c) No Assurance of Employment. Neither the Plan nor any action taken thereunder shall be construed as giving any employee any right to be retained in the employ of the Company or any subsidiary.

(d) Costs and Expenses. All costs and expenses incurred in administering the Plan shall be borne by IBG LLC.

(e) Unfunded Plan. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund nor to make any other segregation of assets to assure the payment of any Award under the Plan.

(f) Withholding Taxes. The Company is authorized to withhold from any Award granted and any payment relating to an Award under the Plan, including from a distribution of Common Stock or any payroll or other payment to a Participant amounts of withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive shares of Common Stock or other property, to make payment of an Award net of a Participant’s withholding taxes and other tax obligations and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations. Withholding of taxes in the form of shares of Common Stock issued pursuant to an Award (including any net payments) shall not occur at a rate that exceeds the minimum required statutory federal and state withholding rates.

(g) Limits on Transferability. No Awards under the Plan nor any rights or interests therein shall be pledged, encumbered, or hypothecated to, or in favor of, or subject to any lien, obligation, or liability of a Participant to, any party, other than the Company or any subsidiary, nor shall such Awards or any rights or interests therein be assignable or transferable by the recipient thereof except, in the event of the recipient’s death, to his designated beneficiary as hereinafter provided, or by will or the laws of descent and distribution. During the lifetime of the recipient, Awards under the Plan requiring exercise shall be exercisable only by such recipient or by the guardian or legal representative of such recipient. Notwithstanding the foregoing, the Committee may, in its discretion, provide that Awards granted pursuant to the Plan be transferable, without consideration, to a Participant’s immediate family members (i.e., children, grandchildren or spouse), to trusts for the benefit of such immediate family members and to partnerships in which such family members are the only partners. The Committee may impose such terms and conditions on such transferability as it may deem appropriate.

(h) Beneficiary. Any payments on account of Awards under the Plan to a deceased Participant shall be paid to such beneficiary as has been designated by the Participant in writing to the Secretary of the Company or, in the absence of such designation, according to the Participant’s will or the laws of descent and distribution.

(i) Nature of Benefits. Awards under the Plan, and payments made pursuant thereto, are not a part of salary or base compensation.

(j) No Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan or any Award. In the case of Awards to Participants, the Committee shall determine whether cash or other property shall be issued or paid in lieu of such fractional shares, or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

(k) Compliance with Legal Requirements.

(i)The obligation of the Company to issue shares of Common Stock hereunder shall be subject to the satisfaction of all applicable legal and securities exchange requirements, including, without limitation, the provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The Company shall endeavor to satisfy all such requirements in such a manner to permit the issuance and delivery of shares of Common Stock under the Plan.

(ii)The Committee may require, as a condition to the right to receive shares of Common Stock pursuant to any Award, that the Company receive from the Participant, at the time any such Award is exercised, vests or any applicable restrictions lapse, representations, warranties and agreements to the effect that the shares are being purchased or acquired by the Participant for investment only and without any present intention to sell or otherwise distribute such shares and that the Participant will not dispose of such shares in transactions which, in the opinion of counsel to the Company, would violate the registration provisions of the Securities Act of 1933, as then amended, and the rules and regulations thereunder. The certificates issued to evidence such shares shall bear appropriate legends summarizing such restrictions on the disposition thereof.

(l) Discretion. In exercising, or declining to exercise, any grant of authority or discretion hereunder, the Committee may consider or ignore such factors or circumstances and may accord such weight to such factors and circumstances as the Committee alone and in its sole judgment deems appropriate and without regard to the effect such exercise, or declining to exercise such grant of authority or discretion, would have upon the affected Participant, any other Participant, any employee, the Company, any Subsidiary, any stockholder or any other person.

(m) Repricing of Awards. Notwithstanding anything to the contrary herein, the repricing of outstanding Awards shall be prohibited unless approved by the Company’s shareholders.

8. AMENDMENT OR TERMINATION OF THE PLAN. The Board of Directors of the Company, without the consent of any Participant, may at any time terminate or from time to time amend the Plan in whole or in part; provided, however, that, subject to Section 6 hereof, no such action shall materially and adversely affect any rights or obligations with respect to any Awards theretofore made under the Plan; and provided, further, that no amendment, without approval of the holders of Common Stock by an affirmative vote of a majority of the shares of Common Stock voted thereon in person or by proxy, shall (i) increase the aggregate number of shares subject to the Plan (other than increases pursuant to Section 6 hereof), (ii) extend the maximum term of Awards under the Plan or the Plan itself, (iii) decrease the price at which SARs may be granted under the Plan (other than decreases pursuant to Section 6 hereof) to less than Fair Market Value at the time of grant, or (iv) make any other change that would require stockholder approval pursuant to the terms of the Plan or under any regulatory requirement applicable to the Plan (including as necessary to comply with any applicable stock exchange listing requirement). Subject to Section 6 hereof, with the consent of the Participants affected, the Committee may amend outstanding agreements evidencing Awards under the Plan in any manner not inconsistent with the terms of the Plan.

9. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective when adopted by the Board of Directors, provided that the Plan is approved by the stockholders of the Company at the annual meeting of stockholders next following the adoption of the Plan by the Board of Directors, and no Award shall become exercisable, realizable or vested prior to such annual meeting. If the Plan is not so approved by the stockholders at the next annual meeting, all Awards theretofore granted shall be null and void. The Plan shall terminate on April 4, 2027, unless sooner terminated by action of the Board of Directors of the Company. No Award may be granted hereunder after termination of the Plan, but such termination shall not affect the validity of any Award then outstanding.

10. LAW GOVERNING. The validity and construction of the Plan and any agreements entered into thereunder shall be governed by the laws of the State of Delaware without giving effect to principles of conflict of laws.

EX-31.1 4 ibkr-20250630xex31_1.htm EX-31.1 20250630 Exhibit 311

EXHIBIT 31.1

CERTIFICATION

I, Milan Galik, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 of Interactive Brokers Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


	By:	/s/ Milan Galik
	Name:	Milan Galik
	Title:	Chief Executive Officer and President
Date: August 6, 2025

EX-31.2 5 ibkr-20250630xex31_2.htm EX-31.2 20250630_Exhibit 312

EXHIBIT 31.2

CERTIFICATION

I, Paul J. Brody, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 of Interactive Brokers Group, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


	By:	/s/ Paul J. Brody
	Name:	Paul J. Brody
	Title:	Chief Financial Officer, Treasurer and Secretary
Date: August 6, 2025

EX-32.1 6 ibkr-20250630xex32_1.htm EX-32.1 20250630 Exhibit 321

EXHIBIT 32.1

CERTIFICATION

Pursuant to 18 U.S.C. § 1350, the undersigned officer of Interactive Brokers Group, Inc. (the “Company”) hereby certifies that the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


	By:	/s/ Milan Galik
	Name:	Milan Galik
	Title:	Chief Executive Officer and President
Date: August 6, 2025

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.

EX-32.2 7 ibkr-20250630xex32_2.htm EX-32.2 20250630 Exhibit 322

EXHIBIT 32.2

CERTIFICATION


	By:	/s/ Paul J. Brody
	Name:	Paul J. Brody
	Title:	Chief Financial Officer, Treasurer and Secretary
Date: August 6, 2025

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.