UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
For the year ended
Commission File Number:
(Exact name of registrant as specified in its charter)
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(Address of principal executive office)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol | Name of the exchange on which registered |
The |
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.
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
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.
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).
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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Accelerated filer o | Non-accelerated filer o | Smaller reporting company | Emerging growth company |
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
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.
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
The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant was approximately
As of February 21, 2025, there were
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 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 |
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| 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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| June 2, 2025 |
| Sale |
| (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
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The exhibit index below lists the exhibits that are field as part of this amendment.
Exhibit Index
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Exhibit | 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. |
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. |
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.
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| INTERACTIVE BROKERS GROUP, INC. | |
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| /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 4, 2025