Interactive Brokers (IBKR) fixes audit report date in 10-K/A, keeps controls opinion

Rhea-AI Filing Summary

Interactive Brokers Group, Inc. filed Amendment No. 1 to its annual report to correct a clerical error in the audit report date related to internal controls. The independent auditor’s opinion on internal control over financial reporting remains unqualified, concluding controls were effective as of December 31, 2025.

The amendment clarifies that the auditor’s report on the consolidated financial statements is dated February 27, 2026, and includes updated CEO and CFO certifications under the Sarbanes-Oxley Act. As of June 30, 2025, the company’s non‑affiliate equity market value was approximately $23.76 billion, and as of February 23, 2026, there were 445,439,458 Class A shares and 400 Class B shares outstanding.

Key Figures

Non-affiliate equity market value: $23,755,862,670 Non-affiliate reference price: $55.41 per share Class A shares outstanding: 445,439,458 shares +3 more

6 metrics

Non-affiliate equity market value $23,755,862,670 Based on $55.41 closing price on June 30, 2025

Non-affiliate reference price $55.41 per share Nasdaq Global Select Market closing price on June 30, 2025

Class A shares outstanding 445,439,458 shares As of February 23, 2026

Class B shares outstanding 400 shares As of February 23, 2026

Internal control assessment date December 31, 2025 Effective date for internal control over financial reporting opinion

Auditor report date February 27, 2026 Date of report on 2025 consolidated financial statements and internal controls

Key Terms

internal control over financial reporting, Internal Control — Integrated Framework (2013), Committee of Sponsoring Organizations of the Treadway Commission (COSO), Public Company Accounting Oversight Board (United States) (PCAOB), +1 more

5 terms

internal control over financial reporting financial

"We have audited the internal control over financial reporting of Interactive Brokers Group, Inc."

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

Internal Control — Integrated Framework (2013) financial

"based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO"

Committee of Sponsoring Organizations of the Treadway Commission (COSO) financial

"based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)"

Public Company Accounting Oversight Board (United States) (PCAOB) regulatory

"We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB)"

Sarbanes-Oxley Act of 2002 regulatory

"Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002."

How to Read a 10-K Annual Report →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

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

For the year ended December 31, 2025

Commission File Number: 001-33440

INTERACTIVE BROKERS GROUP, INC.

(Exact name of registrant as specified in its charter)

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

One Pickwick Plaza

Greenwich, Connecticut 06830

(Address of principal executive office)

(203) 618-5800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the securities act. Yes x No o

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the act. Yes o No x

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

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

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

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o Emerging growth company o

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its

audit report. Yes x No o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

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

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

As of February 23, 2026, there were 445,439,458 shares of the issuer’s Class A common stock, par value $0.01 per share, outstanding and 400 shares of the issuer’s Class B common stock, par value $0.01 per share, outstanding.

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

Explanatory Note

This Amendment No. 1 (this "Amendment") to the Annual Report on Form 10-K filed on February 27, 2026 (the "Original Annual Report") of Interactive Brokers Group, Inc. (the "Company") is being filed solely for the purpose of correcting a clerical error under the caption "Item 9A. Controls and Procedures" of the Original Annual Report. Under the second paragraph of the "Opinion on Internal Control over Financial Reporting" section in the Report of Independent Registered Public Accounting Firm, the opinion date of the Company's financial statements was incorrectly disclosed as February 26, 2026. The correct date is February 27, 2026. A revised Report of Independent Registered Public Accounting Firm related to Internal Controls over Financial Reporting is included in this Amendment.

Except as described above, no other changes have been made to the Original Annual Report. We have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Annual Report.

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

1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

Interactive Brokers Group, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Interactive Brokers Group, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 27, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

New York, New York

February 27, 2026

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The exhibit index below lists the exhibits that are filed as part of this amendment.

Exhibit Index

Exhibit ‎Number		Description
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.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

3

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	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: March 31, 2026

FAQ

What is Interactive Brokers Group (IBKR) changing in this 10-K/A amendment?

The amendment corrects a clerical error in the audit report date for internal controls. It revises the auditor’s opinion date to February 27, 2026 and reissues related certifications, without changing the underlying financial or control conclusions.

How did the auditor assess Interactive Brokers Group (IBKR) internal controls?

The independent auditor concluded Interactive Brokers maintained effective internal control over financial reporting as of December 31, 2025. The opinion is based on the COSO 2013 framework and was issued under Public Company Accounting Oversight Board standards with an unqualified conclusion.

What is the market value of Interactive Brokers Group (IBKR) non-affiliate shares?

The aggregate market value of voting and non-voting common equity held by non-affiliates was about $23,755,862,670. This was computed using the $55.41 Nasdaq Global Select Market closing price on June 30, 2025, the last business day of the most recent second fiscal quarter.

How many Interactive Brokers Group (IBKR) shares are outstanding?

As of February 23, 2026, Interactive Brokers had 445,439,458 shares of Class A common stock and 400 shares of Class B common stock outstanding. Both classes have a par value of $0.01 per share according to the filing details.

What standards were used to evaluate IBKR’s internal control over financial reporting?

Internal control over financial reporting was evaluated using the COSO 2013 Internal Control — Integrated Framework. The audit was performed in accordance with PCAOB standards, which require risk assessment, testing design and operating effectiveness, and maintaining auditor independence.

Does this Interactive Brokers Group (IBKR) 10-K/A amendment change prior financial statements?

The amendment does not change previously issued financial statements. It solely corrects the audit report date in the internal control opinion and adds updated CEO and CFO Sarbanes-Oxley certifications, leaving earlier disclosures and conclusions otherwise unchanged.