Interactive Brokers Group (IBKR) risk factors, FY2025 10-K

Interactive Brokers Group's FY2025 10-K, filed Feb 27, 2026, lists 51 risk factors in 6 groups. Against the prior year's 54: 2 new, 5 dropped, 20 substantially reworded.

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Risk factors listed
516 groups
New this year
2vs 54 last year
Dropped
5since the prior 10-K
Substantially reworded
20of those kept
Section length
11k wordsItem 1A

What the changes say

  • Regulatory scrutiny over prediction markets and cryptocurrency assets poses new legal and operational hurdles for the company.

What changed since the prior 10-K

New

  • NewRisks Related to Laws, Regulations and Litigation

    ForecastEx is a CFTC-registered Designated Contract Market ("DCM") and Derivatives Clearing Organization ("DCO") that lists event contacts (referred to as "Forecast Contracts"). Eligible customers of certain of our broker-dealer subsidiaries have access to Forecast Contracts through ForecastEx

    ForecastEx faces regulatory uncertainty, legal risks, and heightened scrutiny from state gaming authorities over prediction contracts for sports and elections.

  • NewRisks Related to our Cryptocurrency Offering

    3 See https://www.interactivebrokers.com/lib/cstools/faq/#/content/182856890 for more information on the availability of cryptocurrencies for trading through our platform

    IBHK customers can trade and hold cryptocurrency via an SFC-licensed custodian, though IBHK holds no cryptographic keys or beneficial claims.

Dropped

  • DroppedRisks Related to Our Company Structure

    We depend on IBG LLC to distribute cash to us in amounts sufficient to pay our tax liabilities and other expenses

  • DroppedRisks Related to Our Business

    We are subject to counterparty risk whereby defaults by parties with whom we do business can have an adverse effect on our business, financial condition and results of operations

    IPO tax benefit payments and anti-takeover provisions.

  • DroppedRisks Related to Our Intellectual Property, Technology, Cybersecurity and Data Privacy

    Internet-related issues may reduce or slow the growth in the use of our services in the future

    Counterparty risk, acquisition risks, and trading revenue fluctuations.

  • DroppedRisks Related to Cryptocurrency

    We may encounter technical issues which would result in disruption or interruption of our customers’ access to their CSP accounts

  • DroppedRisks Related to our Cryptocurrency Offering

    Customers of IBUK sign an agreement containing a substantially identical provision prior to being permitted to access the CSP’s services through IBUK’s platform

    Internet outages, cyberattacks, and data privacy compliance rules.

Reworded

  • 100% rewrittenRisks Related to Our Company Structure

    We depend on IBG LLC to distribute cash to us in amounts sufficient to pay our tax liabilities and other expenses

    Replaced partnership tax structure details with disclosures on payments to Holdings for IPO tax benefits and anti-takeover provisions.

  • 100% rewrittenRisks Related to Our Business

    We are subject to counterparty risk whereby defaults by parties with whom we do business can have an adverse effect on our business, financial condition and results of operations

    Replaced customer margin counterparty risks with expanded disclosures on acquisitions, market making losses, pricing models, and valuation swings.

  • 100% rewrittenRisks Related to Our Intellectual Property, Technology, Cybersecurity and Data Privacy

    We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our business

    Swapped intellectual property protection risks for operational risks regarding software disruptions, lack of redundancy, and third-party systems.

  • 100% rewrittenRisks Related to Cryptocurrency

    We may encounter technical issues which would result in disruption or interruption of our customers’ access to their CSP accounts

    Replaced cryptocurrency platform infrastructure vulnerabilities with regulatory risks impacting customer crypto trading.

  • 100% rewrittenRisks Related to Our Intellectual Property, Technology, Cybersecurity and Data Privacy

    We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our business

    Swapped software disruption and system failure risks for intellectual property protection and IP litigation risks.

    Was: We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our business

  • 100% rewrittenRisks Related to Our Company Structure

    Future sales of our common stock in the public market could lower our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us

    Replaced Thomas Peterffy's voting control risks with share redemption details, annual public offerings, and the 445.4 million outstanding share figure.

    Was: Future sales of our common stock in the public market could lower our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us

  • 100% rewrittenRisks Related to Our Company Structure

    Future sales of our common stock in the public market could lower our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us

    Replaced share redemption and offering details with Thomas Peterffy's majority voting control risks and updated outstanding share count to 108.9 million.

  • 96% rewrittenRisks Related to Our Intellectual Property, Technology, Cybersecurity and Data Privacy

    Internet-related issues may reduce or slow the growth in the use of our services in the future

    Expanded basic Internet speed dependency risks to include targeted cyberattacks and stringent data privacy compliance rules.

  • 74% rewrittenRisks Related to Our Business

    We are exposed to risks associated with our international operations

  • 64% rewrittenRisks Related to Our Intellectual Property, Technology, Cybersecurity and Data Privacy

    Failure of third-party systems on which we rely could adversely affect our business

  • 64% rewrittenRisks Related to Our Intellectual Property, Technology, Cybersecurity and Data Privacy

    We are subject to stringent and complex data privacy rules. Failure to comply with these rules could expose us to a risk of financial loss, litigation, and other liabilities

  • 50% rewrittenRisks Related to Laws, Regulations and Litigation

    We may incur additional tax expense or become subject to additional tax liabilities

  • 49% rewrittenRisks Related to Our Business

    We may not always pay dividends on our common stock

    Was: We may not pay dividends on our common stock at any time in the foreseeable future

  • 46% rewrittenRisks Related to Our Intellectual Property, Technology, Cybersecurity and Data Privacy

    Our reliance on our computer software could cause us great financial harm in the event of any disruption or corruption of our computer software. We may experience technology failures while developing our software

  • 43% rewrittenRisks Related to Our Company Structure

    Control by Mr. Thomas Peterffy of a majority of the combined voting power of our common stock may give rise to conflicts of interests and could discourage a change of control that other stockholders may favor, which could negatively affect our stock price, and adversely affect stockholders in other ways

  • 42% rewrittenRisks Related to Our Intellectual Property, Technology, Cybersecurity and Data Privacy

    We depend on our proprietary technology, and our future results may be impacted if we cannot maintain technological superiority in our industry

  • 34% rewrittenRisks Related to our Cryptocurrency Offering

    We rely on third-party Cryptocurrency Service Providers (“CSPs”) to provide our customers the ability to access cryptocurrency trading and custody services

  • 31% rewrittenRisks Related to Our Company Structure

    We are required to pay Holdings for the benefit relating to additional tax depreciation or amortization deductions we claim as a result of the tax basis step-up our subsidiaries received in connection with our initial public offering (“IPO”) and certain subsequent redemptions of Holdings membership interests

  • 22% rewrittenRisks Related to Our Intellectual Property, Technology, Cybersecurity and Data Privacy

    We could be the target of a cyber-attack or experience a cybersecurity incident that impairs internal systems, degrades services we provide to customers, or results in a data compromise, causing reputational or monetary damages as a consequence

  • 21% rewrittenRisks Related to Our Intellectual Property, Technology, Cybersecurity and Data Privacy

    We do not have fully redundant systems. System failures could harm our business

All 51 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Company Structure

  1. 01Future sales of our common stock in the public market could lower our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us100% rewritten
  2. 02We depend on IBG LLC to distribute cash to us in amounts sufficient to pay our tax liabilities and other expenses100% rewritten
  3. 07Future sales of our common stock in the public market could lower our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us100% rewritten
  4. 08Control by Mr. Thomas Peterffy of a majority of the combined voting power of our common stock may give rise to conflicts of interests and could discourage a change of control that other stockholders may favor, which could negatively affect our stock price, and adversely affect stockholders in other ways43% rewritten
  5. 09We are required to pay Holdings for the benefit relating to additional tax depreciation or amortization deductions we claim as a result of the tax basis step-up our subsidiaries received in connection with our initial public offering (“IPO”) and certain subsequent redemptions of Holdings membership interests31% rewritten
  6. 10The tax basis increase of $44.6 billion assumes that (a) all remaining IBG LLC membership interests held by Holdings are purchased by us in one or more taxable transactions and (b) such purchases in the future are made at prices that reflect the closing share price as of December 31, 2025
  7. 11Certain provisions in our amended and restated certificate of incorporation may prevent efforts by our stockholders to change our direction or management

Risks Related to Our Business

  1. 03We are subject to counterparty risk whereby defaults by parties with whom we do business can have an adverse effect on our business, financial condition and results of operations100% rewritten
  2. 12Macroeconomic, geopolitical and other challenges and uncertainties could have a negative impact on our business
  3. 13Our business could be harmed by a systemic market event
  4. 14Damage to our reputation could harm our business
  5. 15The impact of a public health emergency may have a material adverse impact on our business and results of operations
  6. 16Our net interest income and profitability could be negatively affected by lower benchmark interest rates caused by central banks lowering target benchmark rates in an attempt to buffer their economies from a public health emergency
  7. 17Our future success will depend on our response to the demand for new services, products and technologies
  8. 18evolving industry standards
  9. 19The loss of our key employees would materially adversely affect our business
  10. 20We may not always pay dividends on our common stock49% rewritten
  11. 21Our direct market access clearing and non-clearing brokerage operations face intense competition
  12. 22We are subject to potential losses as a result of our clearing and execution activities
  13. 23We are exposed to risks associated with our international operations74% rewritten
  14. 24Repos are collateralized by securities with a market value in excess of the obligation under the contract and are cleared and marked to market through a central clearing counterparty
  15. 25Any future acquisitions may result in significant transaction expenses, integration and consolidation risks and risks associated with entering new markets, and we may be unable to profitably operate our consolidated company
  16. 26Because our revenues and profitability depend on trading volume and interest rate levels, they are prone to significant fluctuations and are difficult to predict
  17. 27We may incur material trading losses from our market making activities
  18. 28the required performance of our market making obligations
  19. 29Reduced spreads in securities pricing, levels of trading activity and trading through market makers could harm our business
  20. 30We may incur losses in our market making activities in the event of failures of our proprietary pricing model
  21. 31The valuation of the financial instruments we hold may result in large and occasionally anomalous swings in the value of our positions and in our earnings in any period
  22. 32We are exposed to losses due to lack of perfect information
  23. 33Rules governing designated market makers may require us to make unprofitable trades or prevent us from making profitable trades
  24. 34Our risk management policies and procedures may not be fully effective in mitigating our risk exposure in all market environments or against all types of risks

Risks Related to Our Intellectual Property, Technology, Cybersecurity and Data Privacy

  1. 04We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our business100% rewritten
  2. 05Internet-related issues may reduce or slow the growth in the use of our services in the future96% rewritten
  3. 41We may not be able to protect our intellectual property rights or may be prevented from using intellectual property necessary for our business100% rewritten
  4. 42Our reliance on our computer software could cause us great financial harm in the event of any disruption or corruption of our computer software. We may experience technology failures while developing our software46% rewritten
  5. 43We depend on our proprietary technology, and our future results may be impacted if we cannot maintain technological superiority in our industry42% rewritten
  6. 44We do not have fully redundant systems. System failures could harm our business21% rewritten
  7. 45Failure of third-party systems on which we rely could adversely affect our business64% rewritten
  8. 46We could be the target of a cyber-attack or experience a cybersecurity incident that impairs internal systems, degrades services we provide to customers, or results in a data compromise, causing reputational or monetary damages as a consequence22% rewritten
  9. 47We are subject to stringent and complex data privacy rules. Failure to comply with these rules could expose us to a risk of financial loss, litigation, and other liabilities64% rewritten

Risks Related to Cryptocurrency

  1. 06We may encounter technical issues which would result in disruption or interruption of our customers’ access to their CSP accounts100% rewritten

Risks Related to Laws, Regulations and Litigation

  1. 35Our future efforts to sell shares or raise additional capital may be delayed or prohibited by regulations
  2. 36Regulatory and legal uncertainties could harm our business
  3. 37We are subject to risks relating to litigation and potential securities laws liability
  4. 38Heightened regulatory and legislative requirements in the U.S. and internationally have increased our compliance, regulatory and other risks and costs
  5. 39ForecastEx is a CFTC-registered Designated Contract Market ("DCM") and Derivatives Clearing Organization ("DCO") that lists event contacts (referred to as "Forecast Contracts"). Eligible customers of certain of our broker-dealer subsidiaries have access to Forecast Contracts through ForecastExNew
  6. 40We may incur additional tax expense or become subject to additional tax liabilities50% rewritten

Risks Related to our Cryptocurrency Offering

  1. 48We rely on third-party Cryptocurrency Service Providers (“CSPs”) to provide our customers the ability to access cryptocurrency trading and custody services34% rewritten
  2. 49The CSPs are responsible for securing the customers’ Cryptocurrency Assets and protecting them from loss or theft
  3. 503 See https://www.interactivebrokers.com/lib/cstools/faq/#/content/182856890 for more information on the availability of cryptocurrencies for trading through our platformNew
  4. 51Changes in laws and regulations regarding cryptocurrency may negatively impact our ability to enable our customers to buy, hold and sell cryptocurrencies in the future and may adversely affect our business

Other Interactive Brokers Group 10-Ks

  • FY2024 10-K risk factors
    54 risks

    Interactive Brokers faces intense competition, heavy global regulation, and substantial exposure to trading volume and interest rate fluctuations.

    Filed Feb 27, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.