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, 2024
Commission File Number: 001-33440
INTERACTIVE BROKERS GROUP, INC.
(Exact name of registrant as specified in its charter)
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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:
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Common Stock, par value $.01 per share | IBKR | The Nasdaq Global Select Market
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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):
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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 12,885,708,490 computed by reference to the $122.60 closing sale price of the common stock on the Nasdaq Global Select Market, on June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter.
As of February 21, 2025, there were 108,931,614 shares of the issuer’s Class A common stock, par value $0.01 per share, outstanding and 100 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 2025 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, 2025 (the “Original Annual Report”) of Interactive Brokers Group, Inc. (the “Company”) is being filed solely for the purpose of correcting the inadvertent omissions of a 10b5-1 trading plan adopted by one of the Company’s named executive officers and a modification of an existing 10b5-1 trading plan of another named executive officer, of the Company, under the caption “Item 9B. Other Information” on page 113 of the Form 10-K by amending only the data appearing in Part II, Item 9B. “Other Information” in the Original Annual Report.
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.
Rule 10b5-1 Trading Plans
The following table discloses the adoption of Rule 10b5-1 trading plans for the sale of shares of our common stock by our directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) during the three months ended December 31, 2024, each of which is intended to satisfy the affirmative defense conditions of Rule 10b-51(c) under the Exchange Act.
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Name |
| Title |
| Plan Adoption and/or Termination |
| Plan Adoption Date |
| Plan Expiration Date (1) |
| Purchase or Sale |
| Aggregate Number of IBKR shares to be Sold |
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Thomas Peterffy |
| Chairman of the Board of Directors |
| Adoption |
| October 31, 2024 |
| June 2, 2025 |
| Sale |
| 1,612,926 | (2) |
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(1)Or upon the earlier completion of all authorized transactions under the plan.
(2)Shares held through Conyers Investments LLC, which is indirectly wholly owned by Thomas Peterffy. Mr. Peterffy is also a manager of Conyers Investments LLC with the unilateral power to vote or sell the shares.
Mr. Earl Nemser, the Company’s Vice Chairman, modified his 10b5-1 plan adopted on August 20, 2024 to extend the expiration date to August 31, 2025.
Other than as disclosed above, no other director or officer adopted, modified or terminated a contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a “non-Rule 10b5-1 trading arrangement”, as defined in Item 408(c) of Regulation S-K.
