10-Q – 2025-11-03 – lpla-20250930.htm

The unaudited pro forma results above were prepared by combining the historical financial information of the Company and Atria and making certain adjustments. Pro forma adjustments include the impact of amortization of intangible assets recognized as part of the acquisition, amortization of transition assistance loans made to advisors and institutions that have converted to the Company's platform in 2025, and the related interest impact of financing the transaction. The unaudited pro forma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues or other factors, and, therefore, does not represent the actual results that would have occurred had the companies actually been combined as of January 1, 2024.
Other Business Combinations
The Company accounted for seven acquisitions under the acquisition method of accounting for business combinations during the year ended December 31, 2024. Total consideration for these transactions was $ 113.2  million, which included $ 64.4  million of cash, and liabilities of $ 48.8  million for contingent consideration. At December 31, 2024, the Company allocated $ 34.3  million of the purchase price to goodwill and $ 78.9  million to client relationships acquired as part of these acquisitions, which included a provisional allocation of $ 3.8  million to goodwill and $ 11.3  million to client relationships for acquisitions completed in the fourth quarter for which purchase accounting was finalized in 2025. The goodwill primarily includes synergies expected to result from combining operations and is deductible for tax purposes. See Note 7 - Goodwill and Other Intangibles, Net, for additional information.
Asset Acquisitions
The Company accounted for 16 other acquisitions as asset acquisitions during the year ended December 31, 2024. These transactions included total initial consideration of $ 178.3  million, including $ 48.5  million which was allocated to advisor relationships and $ 129.8  million which was allocated to client relationships. These transactions include potential contingent payments of up to $ 97.2  million in the years following the closing if certain asset growth is achieved. The Company has not recognized a liability for these contingent payments as the amounts to be paid will be uncertain until a future measurement date. See Note 7 - Goodwill and Other Intangibles, Net, for additional information.

NOTE 5 - FAIR VALUE MEASUREMENTS
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are prioritized within a three-level fair value hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:    
Level 1  — Quoted prices in active markets for identical assets or liabilities.
Level 2  — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3  — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
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LPL FINANCIAL HOLDINGS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)

There have been no transfers of assets or liabilities between these fair value measurement classifications during the nine months ended September 30, 2025 or 2024.
The Company’s fair value measurements are evaluated within the fair value hierarchy, based on the nature of inputs used to determine the fair value at the measurement date. At September 30, 2025 and December 31, 2024, the Company had the following financial assets and liabilities that are measured at fair value on a recurring basis:
Cash Equivalents  — The Company’s cash equivalents primarily include money market funds and U.S. government obligations, which are short term in nature with readily determinable values derived from active markets.
Cash Equivalents Segregated Under Federal or Other Regulations  — The Company’s cash equivalents segregated under federal or other regulations include U.S. treasury bills, which are short term in nature with readily determinable values derived from active markets.
Restricted Cash — The Company’s restricted cash is primarily composed of U.S. government obligations and money market funds which are short term in nature with readily determinable values derived from active markets.
Trading Securities and Securities Sold, But Not Yet Purchased  — The Company’s trading securities consist of house account model portfolios established and managed for the purpose of benchmarking the performance of its fee-based advisory platforms and temporary positions resulting from the processing of client transactions.
The Company uses prices obtained from independent third-party pricing services to measure the fair value of its trading securities. Prices received from the pricing services are validated when security prices move beyond a certain deviation threshold using various methods including comparison to prices received from additional pricing services, comparison to available quoted market prices and review of other relevant market data including implied yields of major categories of securities. In general, these quoted prices are derived from active markets for identical assets or liabilities. When quoted prices in active markets for identical assets and liabilities are not available, the quoted prices are based on similar assets and liabilities or inputs other than the quoted prices that are observable, either directly or indirectly. For negotiable certificates of deposit and treasury securities, the Company utilizes market-based inputs, including observable market interest rates that correspond to the remaining maturities or the next interest reset dates. At September 30, 2025 and December 31, 2024, the Company did not adjust prices received from the independent third-party pricing services.
Other Assets  — The Company’s other assets include: (1) deferred compensation plan assets that are invested in life insurance, money market and other mutual funds, which are actively traded and valued based on quoted market prices; and (2) certain non-traded real estate investment trusts, which are valued using quoted prices for identical or similar securities and other inputs that are observable or can be corroborated by observable market data.
Fractional Shares   — The Company’s investment in fractional shares held by customers is reflected in other assets while the related purchase obligation for such shares is reflected in other liabilities. The Company uses prices obtained from independent third-party pricing services to measure the fair value of its investment in fractional shares held by customers and the related repurchase obligation. Prices received from the pricing services are validated when security prices move beyond a certain deviation threshold using various methods including comparison to prices received from additional pricing services, comparison to available quoted market prices and review of other relevant market data including implied yields of major categories of securities. At September 30, 2025 and December 31, 2024, the Company did not adjust prices received from the independent third-party pricing services.
Contingent Consideration  — The Company measures contingent consideration liabilities at fair value at the acquisition date, as applicable, and thereafter on a recurring basis using unobservable (Level 3) inputs. These contingent consideration liabilities are reflected in other liabilities. See Note 4 - Acquisitions for additional information.

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LPL FINANCIAL HOLDINGS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)

Level 3 Recurring Fair Value Measurements
The Company determines the fair value for its contingent consideration obligations using probability weighted and Monte-Carlo simulation models. Contingent payments are estimated by applying significant unobservable inputs, including forecasted growth rates applied to project future revenue or asset growth, conversion or retention rates, and discount rates which are based on the cost of debt and equity. These projections are measured against the performance targets specified in each respective acquisition agreement, which may include growth in assets under management, net new assets, asset conversion or retention, or revenue growth. Significant increases or decreases in the Company’s forecasted growth rates over the measurement period or discount rates would result in a higher or lower fair value measurement.
The following tables summarize inputs used in the measurement of contingent consideration (dollars in thousands):

Quantitative Information About Level 3 Fair Value Measurements

September 30, 2025 Type Valuation Techniques Unobservable Inputs Range
$ 121,011   Contingent Consideration Monte-Carlo Simulation Model
Forecasted Growth Rates 3.0   % - 26.0   %
Discount Rate 12.0   % - 15.8   %
Equivalency Rate (1)
5.6   % - 6.1   %
7,844   Contingent Consideration
Probability Weighted Expected Return Method
Equivalency Rate (1)
5.3   % - 5.3   %
Conversion Rate
—   % - 100.0   %
$ 128,855  

____________________
(1) Equivalency rate is defined as the prevailing market interest rate used to discount future payments.

Quantitative Information About Level 3 Fair Value Measurements

December 31, 2024 Type Valuation Techniques Unobservable Inputs Range
$ 170,343   Contingent Consideration Monte-Carlo Simulation Model
Forecasted Growth Rates 2.0   % - 29.5   %
Discount Rate 10.5   % - 18.0   %
Equivalency Rate (1)
4.9   % - 5.8   %
26,555   Contingent Consideration
Probability Weighted Expected Return Method
Equivalency Rate (1)
5.7   % - 5.7   %
Conversion Rate
—   % - 100.0   %
$ 196,898  

____________________
(1) Equivalency rate is defined as the prevailing market interest rate used to discount future payments.

The following table summarizes the changes in fair value for the Company’s Level 3 liabilities during the periods presented (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Balance - Beginning of period
$ 124,849   $ 129,848   $ 196,898   $ 118,844  
Additions and purchase accounting adjustments
5,652   2,598   ( 3,593 ) 42,978  
Payments
( 4,322 ) ( 1,500 ) ( 74,029 ) ( 55,500 )
Fair value adjustments
2,676   5,848   9,579   30,472  
Balance - End of period
$ 128,855   $ 136,794   $ 128,855   $ 136,794  

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Notes to Condensed Consolidated Financial Statements (Unaudited)

Recurring Fair Value Measurements
The following table summarizes the Company’s financial assets and financial liabilities measured at fair value on a recurring basis (in thousands):

September 30, 2025 Level 1 Level 2 Level 3 Total
Assets        
Cash equivalents $ 80,682   $ —   $ —   $ 80,682  
Cash equivalents segregated under federal or other regulations 597,601   —   —   597,601  
Restricted cash
127,264   —   —   127,264  
Investment securities — trading:        
U.S. treasury obligations 139,622   —   —   139,622  
Mutual funds 57,556   —   —   57,556  
Money market funds 5   —   —   5  
Equity securities 2,441   —   —   2,441  
Debt securities —   320   —   320  

Total investment securities — trading 199,624   320   —   199,944  
Other assets:
Deferred compensation plan 1,045,529   —   —   1,045,529  
Fractional shares — investment (1)
348,164   —   —   348,164  
Other investments —   2,478   —   2,478  
Total other assets: 1,393,693   2,478   —   1,396,171  
Total assets at fair value $ 2,398,864   $ 2,798   $ —   $ 2,401,662  
Liabilities        
Other liabilities:
Securities sold, but not yet purchased:        
Equity securities $ 272   $ —   $ —   $ 272  

Total securities sold, but not yet purchased 272   —   —   272  
Fractional shares — repurchase obligation (1)
348,164   —   —   348,164  
Contingent consideration
—   —   128,855   128,855  
Total other liabilities 348,436   —   128,855   477,291  
Total liabilities at fair value $ 348,436   $ —   $ 128,855   $ 477,291  

____________________
(1) Investment in and related repurchase obligation for fractional shares resulting from the Company’s dividend reinvestment program (“DRIP”).
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Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table summarizes the Company’s financial assets and financial liabilities measured at fair value on a recurring basis (in thousands):

December 31, 2024 Level 1 Level 2 Level 3 Total
Assets
Cash equivalents $ 53,672   $ —   $ —   $ 53,672  
Cash equivalents segregated under federal or other regulations 672,164   —   —   672,164  
Restricted cash
100,368   —   —   100,368  
Investment securities — trading:
Mutual funds 13,627   —   —   13,627  
U.S. treasury obligations 28,511   —   —   28,511  
Money market funds 110   —   —   110  
Equity securities 8   —   —   8  
Debt securities —   11   —   11  
Total investment securities — trading 42,256   11   —   42,267  
Other assets:
Deferred compensation plan 856,843   —   —   856,843  
Fractional shares — investment (1)
278,683   —   —   278,683  
Other investments —   3,989   —   3,989  
Total other assets 1,135,526   3,989   —   1,139,515  
Total assets at fair value $ 2,003,986   $ 4,000   $ —   $ 2,007,986  
Liabilities
Other liabilities:
Securities sold, but not yet purchased:
Equity securities $ 151   $ —   $ —   $ 151  
Debt Securities
—   18 —   18

Total securities sold, but not yet purchased 151   18   —   169  
Fractional shares — repurchase obligation (1)
278,683   —   —   278,683  
    Contingent consideration
—   —   196,898   196,898  
Total other liabilities 278,834   18   196,898   475,750  
Total liabilities at fair value $ 278,834   $ 18   $ 196,898   $ 475,750  

____________________
(1) Investment in and related repurchase obligation for fractional shares resulting from the Company’s DRIP.
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Notes to Condensed Consolidated Financial Statements (Unaudited)

Fair Value of Financial Instruments Not Measured at Fair Value
The following tables summarize the carrying values, fair values and fair value hierarchy level classification of financial instruments that are not measured at fair value (in thousands):

September 30, 2025 Carrying Value Level 1 Level 2 Level 3 Total Fair Value
Assets        
Cash $ 1,262,825   $ 1,262,825   $ —   $ —   $ 1,262,825  
Cash segregated under federal or other regulations 651,399   651,399   —   —   651,399  
Restricted cash 100,965   100,965   —   —   100,965  
Receivables from clients, net 777,860   —   777,860   —   777,860  
Receivables from brokers, dealers and clearing organizations 81,265   —   81,265   —   81,265  
Advisor repayable loans, net (1)
449,119   —   —   381,053   381,053  
Other receivables, net 1,072,166   —   1,072,166   —   1,072,166  
Investment securities — held-to-maturity securities 15,277   —   15,362   —   15,362  
Other assets:
Securities borrowed 3,175   —   3,175   —   3,175  
Deferred compensation plan (2)
10,462   10,462   —   —   10,462  
Other investments (3)
7,857   —   7,857   —   7,857  
Total other assets 21,494   10,462   11,032   —   21,494  
Liabilities
Client payables $ 1,996,568   $ —   $ 1,996,568   $ —   $ 1,996,568  
Payables to brokers, dealers and clearing organizations 195,728   —   195,728   —   195,728  
Corporate debt and other borrowings, net 7,521,468   —   7,667,344   —   7,667,344  

December 31, 2024 Carrying Value Level 1 Level 2 Level 3 Total Fair Value
Assets
Cash $ 913,407   $ 913,407   $ —   $ —   $ 913,407  
Cash segregated under federal or other regulations 925,085   925,085   —   —   925,085  
Restricted cash 19,356   19,356   —   —   19,356  
Receivables from clients, net 633,834   —   633,834   —   633,834  
Receivables from brokers, dealers and clearing organizations 76,545   —   76,545   —   76,545  
Advisor repayable loans, net (1)
360,760   —   —   281,146   281,146  
Other receivables, net 902,777   —   902,777   —   902,777  
Investment securities - held-to-maturity securities 15,214   —   15,190   —   15,190  
Other assets:
Deferred compensation plan (2)
8,742   8,742   —   —   8,742  
Securities borrowed 4,811   —   4,811   —   4,811  
Other investments (3)
7,706   —   7,706   —   7,706  
Total other assets 21,259   8,742   12,517   —   21,259  
Liabilities
Client payables $ 1,898,665   $ —   $ 1,898,665   $ —   $ 1,898,665  
Payables to brokers, dealers and clearing organizations 129,228   —   129,228   —   129,228  
Corporate debt and other borrowings, net 5,494,724   —   5,480,389   —   5,480,389  
__________________
(1) Includes repayable loans and forgivable loans which have converted to repayable upon advisor termination or change in agreed upon terms.
(2) Includes cash balances awaiting investment or distribution to plan participants.
(3) Other investments include Depository Trust Company common shares and Federal Reserve stock.
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Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 6 - INVESTMENT SECURITIES
The Company’s investment securities include debt and equity securities that the Company has classified as trading securities, which are carried at fair value, as well as investments in U.S. government notes, which are held by PTC to satisfy minimum capital requirements of the Office of the Comptroller of the Currency. These securities are recorded at amortized cost and classified as held-to-maturity as the Company has both the intent and ability to hold these investments to maturity.

The following table summarizes investment securities (in thousands):

  September 30, 2025 December 31, 2024
Trading securities — at fair value:    
U.S. treasury obligations $ 139,622   $ 28,511  
Mutual funds 57,556   13,627  
Money market funds 5   110  
Equity securities 2,441   8  
Debt securities 320   11  
Total trading securities $ 199,944   $ 42,267  
Held-to-maturity securities — at amortized cost:
U.S. government notes $ 15,277   $ 15,214  
Total held-to-maturity securities $ 15,277   $ 15,214  
Total investment securities $ 215,221   $ 57,481  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
At September 30, 2025, the held-to-maturity securities were scheduled to mature as follow s (in thousands):

Within one year After one but within five years After five but within ten years After ten years Total
U.S. government notes — at amortized cost $ 5,452   $ 9,825   $ —   $ —   $ 15,277  
U.S. government notes — at fair value $ 5,443   $ 9,919   $ —   $ —   $ 15,362  

NOTE 7 - GOODWILL AND OTHER INTANGIBLES, NET
A summary of the activity impacting goodwill is presented below (in thousands):

Balance at December 31, 2023 $ 1,856,648  
Purchase accounting adjustments
( 16,980 )
Goodwill acquired 333,205  
Balance at December 31, 2024 2,172,873  
Purchase accounting adjustments 4,106  
Goodwill acquired 497,885  
Balance at September 30, 2025
$ 2,674,864  

The Company completed various acquisitions, which were accounted for under the acquisition method of accounting for business combinations an d as asset acquisitions, and recorded purchase accounting adjustments during the periods presented. See Note 4 - Acquisitions , for additional information.
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Notes to Condensed Consolidated Financial Statements (Unaudited)

The components of other intangibles, net were as follows at September 30, 2025 (in thousands):

Weighted-Average Life 
Remaining
(in years) Gross
 Carrying 
Value  Accumulated Amortization Net
 Carrying 
Value
Definite-lived intangibles, net (1) :
       
Advisor and institution relationships
15.6 $ 3,307,078   $ ( 797,967 ) $ 2,509,111  
Client relationships 12.5 848,301   ( 125,728 ) 722,573  
Trade name 20.8 21,000   ( 167 ) 20,833  
Product sponsor relationships 0.8 234,086   ( 229,575 ) 4,511  
Technology 3.3 20,930   ( 14,943 ) 5,987  
Total definite-lived intangible assets, net   $ 4,431,395   $ ( 1,168,380 ) $ 3,263,015  
Other indefinite-lived intangibles:        
Trademark and trade name       39,819  
Total other intangibles, net       $ 3,302,834  

_______________________________
(1) During the nine months ended September 30, 2025, the Company completed various acquisitions. See Note 4 - Acquisitions , for additional information .
The components of other intangibles, net were as follows at December 31, 2024 (in thousands):

Weighted-Average Life 
Remaining
(in years) Gross
 Carrying 
Value  Accumulated Amortization Net
 Carrying 
Value
Definite-lived intangibles, net (1) :
       
Advisor and institution relationships
13.4 $ 1,626,281   $ ( 699,385 ) $ 926,896  
Client relationships
12.7 581,519   ( 86,292 ) 495,227  
Product sponsor relationships 1.3 234,086   ( 220,880 ) 13,206  
Technology 7.6 20,930   ( 13,090 ) 7,840  
Total definite-lived intangibles, net $ 2,462,816   $ ( 1,019,647 ) $ 1,443,169  
Other indefinite-lived intangibles:
Trademark and trade name 39,819  
Total other intangibles, net $ 1,482,988  

_______________________________
(1)     During the year ended December 31, 2024 , the Company completed various acquisitions. See Note 4 - Acquisitions , for additional information .
Total amortization of other intangibles was $ 64.7 million and $ 32.5 million for the three months ended September 30, 2025 and 2024, respectively, and $ 154.3 million and $ 92.6 million for the nine months ended September 30, 2025 and 2024, respectively. Future amortization is estimated as follows (in thousands):

2025 - remainder $ 69,915  
2026 244,543  
2027 239,394  
2028 233,602  
2029 224,924  
Thereafter 2,250,637  
Total
$ 3,263,015  

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Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 8 - OTHER ASSETS AND OTHER LIABILITIES
The components of other assets and other liabilities were as follows (dollars in thousands):

  September 30, 2025 December 31, 2024
Other assets:
Deferred compensation $ 1,055,991   $ 865,585  
Prepaid assets 180,588   194,690  
Fractional shares — investment
348,164   278,683  
Deferred tax assets, net 131,507   129,902  
Operating lease assets 157,606   119,144  
Referral fee
105,345   85,780  
Debt issuance costs, net 11,903   14,154  
Other 112,538   127,801  
Total other assets $ 2,103,642   $ 1,815,739  

Other liabilities:
Deferred compensation $ 1,049,467   $ 862,698  
Unearned revenue
265,534   207,563  
Fractional shares — repurchase obligation
348,164   278,683  
Operating lease liabilities 185,502   147,718  
Finance lease liabilities —   105,123  
Financing obligation liabilities
108,776   —  
Taxes payable
60,040   134,815  
Contingent consideration
128,855   196,898  
Other 5,462   18,241  
Total other liabilities $ 2,151,800   $ 1,951,739  

The Company entered into a 20 year credit tenant lease on its Fort Mill, South Carolina office in April 2025. The transaction was accounted for as a financing arrangement as it did not qualify for sale-leaseback accounting primarily due to the existence of an option to purchase the property for $ 1 at the end of the lease term. The Company had previously accounted for this location as a finance lease. As a result of the transaction, the term was extended, a financing obligation of $ 109.3 million was recorded, and the existing finance lease liability of $ 105.0  million was derecognized. The Company allocated $ 104.0  million and $ 5.3  million to building and land, respectively, in the Property and equipment, net line item in the Company's condensed consolidated statements of financial condition. In connection with the sale-leaseback, the Company incurred incremental costs of $ 2.5  million, which were included in the basis of the amount financed.
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NOTE 9 - CORPORATE DEBT AND OTHER BORROWINGS, NET
The Company’s outstanding corporate debt and other borrowings, net were as follows (in thousands):

September 30, 2025 December 31, 2024
Corporate Debt  
Balance
Applicable
Margin
Interest Rate  
Balance
Applicable
Margin
Interest rate Maturity
Term Loan A (1)
$ 1,020,000   SOFR+ 147.5 bps
5.725   % $ 1,020,000   SOFR+147.5 bps
6.000   % 12/5/2026
2027 Senior Notes (1)
500,000   Fixed Rate 5.700   % 500,000   Fixed Rate 5.700   % 5/20/2027
2027 Senior Notes (1)
400,000   Fixed Rate 4.625   % 400,000   Fixed Rate 4.625   % 11/15/2027
2028 Senior Notes (1)
500,000   Fixed Rate 4.900   % —  —  —  % 4/3/2028
2028 Senior Notes (1)
750,000   Fixed Rate 6.750   % 750,000   Fixed Rate 6.750   % 11/17/2028
2029 Senior Notes (1)
900,000   Fixed Rate 4.000   % 900,000   Fixed Rate 4.000   % 3/15/2029
2030 Senior Notes (1)
750,000   Fixed Rate 5.200   % —  —  —  % 3/15/2030
2030 Senior Notes (1)
500,000   Fixed Rate 5.150   % —  —  —  % 6/15/2030
2031 Senior Notes (1)
400,000   Fixed Rate 4.375   % 400,000   Fixed Rate 4.375   % 5/15/2031
2034 Senior Notes (1)
500,000   Fixed Rate 6.000   % 500,000   Fixed Rate 6.000   % 5/20/2034
2035 Senior Notes (1)
500,000   Fixed Rate 5.650   % —  —  —  % 3/15/2035
2035 Senior Notes (1)
500,000   Fixed Rate 5.750   % —  —  —  % 6/15/2035
Total Corporate Debt 7,220,000   4,470,000  

Less: Unamortized Debt Issuance Cost ( 42,532 ) ( 22,276 )
Corporate debt, net $ 7,177,468   $ 4,447,724  
Other Borrowings
Revolving Credit Facility
344,000   ABR+ 37.5 bps / SOFR+ 147.5 bps
5.695   % 1,047,000   ABR+ 37.5 bps / SOFR+ 147.5 bps
6.007   % 5/20/2029

Total other borrowings $ 344,000   $ 1,047,000  
Corporate Debt and Other Borrowings, Net $ 7,521,468   $ 5,494,724  

_______________________________
(1) No leverage or interest coverage maintenance covenants.

The following table presents amounts outstanding and available under the Company’s external lines of credit at September 30, 2025 (in millions):

Description Borrower Maturity Date Outstanding Available
Senior unsecured, revolving credit facility
LPL Holdings, Inc. May 2029 $ 344   $ 1,906  
Broker-dealer revolving credit facility LPL Financial LLC May 2026 $ —   $ 1,000  
Unsecured, uncommitted lines of credit LPL Financial LLC None
$ —   $ 75  
Unsecured, uncommitted lines of credit LPL Financial LLC September 2026 $ —   $ 50  
Secured, uncommitted lines of credit LPL Financial LLC March 2028 $ —   $ 75  
Secured, uncommitted lines of credit LPL Financial LLC None $ —   unspecified
Secured, uncommitted lines of credit LPL Financial LLC None $ —   unspecified

Issuance of 2028 4.900 % Senior Notes, 2030 5.150 % Senior Notes, and 2035 5.750 % Senior Notes
On April 3, 2025, the Company completed the issuance and sale of $ 500.0  million in aggregate principal amount of 4.900 % senior unsecured notes due 2028 (“2028 4.900 % Senior Notes”), $ 500.0  million in aggregate principal amount of 5.150 % senior unsecured notes due 2030 (“2030 5.150 % Senior Notes”) and $ 500.0  million in aggregate principal amount of 5.750 % senior unsecured notes due 2035 (“2035 5.750 % Senior Notes”). The proceeds of the issuance were utilized to fund the acquisition of Commonwealth.
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Notes to Condensed Consolidated Financial Statements (Unaudited)

The 2028 4.900 % Senior Notes will mature on April 3, 2028, and interest is payable semi-annually. The Company may redeem all or part of the 2028 4.900 % Senior Notes on or prior to March 3, 2028 at a redemption price that is equal to the greater of: (i) the remaining scheduled payments of principal and interest discounted at the Treasury Rate (as defined in the Sixth Supplemental Indenture dated April 3, 2025) plus 20 basis points less interest accrued to the redemption date, and (ii) 100 % of the principal amount of the 2028 4.900 % Senior Notes to be redeemed plus accrued interest. On or after March 3, 2028, the Company may redeem the 2028 4.900 % Senior Notes at 100 % of the principal amount of the notes to be redeemed plus accrued and unpaid interest.
The 2030 5.150 % Senior Notes will mature on June 15, 2030, and interest is payable semi-annually. The Company may redeem all or part of the 2030 5.150 % Senior Notes on or prior to May 15, 2030 at a redemption price that is equal to the greater of: (i) the remaining scheduled payments of principal and interest discounted at the Treasury Rate (as defined in the Seventh Supplemental Indenture dated April 3, 2025) plus 20 basis points less interest accrued to the redemption date, and (ii) 100 % of the principal amount of the 2030 5.150 % Senior Notes to be redeemed plus accrued interest. On or after May 15, 2030, the Company may redeem the 2030 5.150 % Senior Notes at 100 % of the principal amount of the notes to be redeemed plus accrued and unpaid interest.
The 2035 5.750 % Senior Notes will mature on June 15, 2035, and interest is payable semi-annually. The Company may redeem all or part of the 2035 5.750 % Senior Notes on or prior to March 15, 2035 at a redemption price that is equal to the greater of: (i) the remaining scheduled payments of principal and interest discounted at the Treasury Rate (as defined in the Eighth Supplemental Indenture dated April 3, 2025) plus 25 basis points less interest accrued to the redemption date, and (ii) 100 % of the principal amount of the 2035 5.750 % Senior Notes to be redeemed plus accrued interest. On or after March 15, 2035, the Company may redeem the 2035 5.750 % Senior Notes at 100 % of the principal amount of the notes to be redeemed plus accrued and unpaid interest.
In connection with the issuance of the 2028 4.900 % Senior Notes, 2030 5.150 % Senior Notes and 2035 5.750 % Senior Notes, the Company incurred $ 11.0  million in costs, which were capitalized as debt issuance costs in the condensed consolidated statements of financial condition.
Issuance of 2030 5.200 % Senior Notes and 2035 5.650 % Senior Notes
On February 26, 2025, LPLH issued $ 750.0  million in aggregate principal amount of 5.200 % senior notes due 2030 (“2030 5.200 % Senior Notes”) and $ 500.0  million in aggregate principal amount of 5.650 % senior notes due 2035 (the “2035 5.650 % Senior Notes”). The 2030 5.200 % Senior Notes and 2035 5.650 % Senior Notes are unsecured obligations of the Company and are fully and unconditionally guaranteed on a senior unsecured basis by LPLFH. The Company used a portion of the proceeds from the issuance to repay borrowings made under its senior unsecured revolving credit facility and for general corporate purposes.
The 2030 5.200 % Senior Notes will mature on March 15, 2030, and interest is payable semi-annually. The Company may redeem all or part of the 2030 5.200 % Senior Notes on or prior to February 15, 2030 at a redemption price that is equal to the greater of: (i) the remaining scheduled payments of principal and interest discounted at the Treasury Rate (as defined in the Fourth Supplemental Indenture dated February 26, 2025) plus 15 basis points less interest accrued to the redemption date, and (ii) 100 % of the principal amount of the 2030 5.200 % Senior Notes to be redeemed plus accrued interest. On or after February 15, 2030, the Company may redeem the 2030 5.200 % Senior Notes at 100 % of the principal amount of the notes to be redeemed plus accrued and unpaid interest.
The 2035 5.650 % Senior Notes will mature on March 15, 2035, and interest is payable semi-annually. The Company may redeem all or part of the 2035 5.650 % Senior Notes on or prior to December 15, 2034 at a redemption price that is equal to the greater of: (i) the remaining scheduled payments of principal and interest discounted at the Treasury Rate (as defined in the Fifth Supplemental Indenture dated February 26, 2025) plus 20 basis points less interest accrued to the redemption date, and (ii) 100 % of the principal amount of the 2035 5.650 % Senior Notes to be redeemed plus accrued interest. On or after December 15, 2034, the Company may redeem the 2035 5.650 % Senior Notes at 100 % of the principal amount of the notes to be redeemed plus accrued and unpaid interest.
In connection with the issuance of the 2030 5.200 % Senior Notes and 2035 5.650 % Senior Notes, the Company incurred $ 10.4  million in costs, which were capitalized as debt issuance costs in the condensed consolidated statements of financial condition.
Refinanced Existing Term Loan B Facility with Term Loan A Facility
On December 5, 2024, LPLH refinanced its existing $ 1.0  billion Term Loan B facility with a new $ 1.0  billion Term Loan A facility (the “Term Loan A”) that will mature on December 5, 2026.
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Notes to Condensed Consolidated Financial Statements (Unaudited)

Issuance of 2027 Senior Notes and 2034 Senior Notes
On May 20, 2024, LPLH issued $ 500.0  million in aggregate principal amount of 5.700 % senior notes due 2027 (“2027 Senior Notes”) and $ 500.0  million in aggregate principal amount of 6.000 % senior notes due 2034 (the “2034 Senior Notes”). In connection with the issuance of the 2027 Senior Notes and 2034 Senior Notes, the Company incurred $ 7.1  million in costs, which were capitalized as debt issuance costs in the condensed consolidated statements of financial condition.
Credit Agreement and Parent Revolving Credit Facility
On May 20, 2024, LPLH amended its revolving credit facility to, among other things, increase the maximum borrowing from $ 2.0  billion to $ 2.25  billion and extend the maturity of the revolving credit facility to May 2029. In connection with the amendment of the credit facility, LPLH incurred $ 8.6  million in costs, which were capitalized as debt issuance costs in the condensed consolidated statements of financial condition.
The Credit Agreement subjects the Company to certain financial and non-financial covenants. As of September 30, 2025, the Company was in compliance with such covenants.
Broker-Dealer Revolving Credit Facility
On May 19, 2025, LPL Financial, the Company’s broker-dealer subsidiary, renewed its revolving credit facility to extend the maturity of the revolving credit facility to May 2026. The revolving credit facility allows for a maximum borrowing of up to $ 1.0  billion and borrowings under the credit facility bear interest at a rate per annum equal to 1.25 % per annum plus the greatest of (i) SOFR, (ii) the effective federal funds rate and (iii) the overnight bank funding rate, in each case, as such rate is administered or determined by the Federal Reserve Bank of New York from time to time. In connection with the renewal of the credit facility, LPL Financial incurred $ 1.3  million in costs, which were capitalized as debt issuance costs in the condensed consolidated statements of financial condition. The broker-dealer credit agreement subjects LPL Financial to certain financial and non-financial covenants. LPL Financial was in compliance with such covenants as of September 30, 2025.
Other External Lines of Credit
LPL Financial maintained five uncommitted lines of credit as of September 30, 2025. Two of the lines have unspecified limits, which are primarily dependent on LPL Financial’s ability to provide sufficient collateral. The other three lines have a total limit of $ 200.0 million, of which $ 125.0  million is uncollateralized. There were no balances outstanding under these lines at September 30, 2025 or December 31, 2024.

NOTE 10 - COMMITMENTS AND CONTINGENCIES
Service and Development Contracts  
The Company is party to certain long-term contracts for systems and services that enable back-office trade processing and clearing for its product and service offerings.
Guarantees  
The Company occasionally enters into contracts that contingently require it to indemnify certain parties against third-party claims. The terms of these obligations vary and, because a maximum obligation is not explicitly stated, the Company has determined that it is not possible to make an estimate of the amount that it could be obligated to pay under such contracts.
LPL Financial provides guarantees to securities clearing houses and exchanges under their standard membership agreements, which require a member to guarantee the performance of other members. Under these agreements, if a member becomes unable to satisfy its obligations to the clearing houses and exchanges, all other members would be required to meet any shortfall. The Company’s liability under these arrangements is not quantifiable and could exceed the cash and securities it has posted as collateral. However, the potential requirement for the Company to make payments under these agreements is remote. Accordingly, no liability has been recognized for these transactions.
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LPL FINANCIAL HOLDINGS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)

Loan Commitments  
From time to time, LPL Financial makes loans to advisors and institutions, primarily to newly recruited advisors and institutions to assist in the transition process, which may be forgivable. Due to timing differences, LPL Financial may make commitments to issue such loans prior to actually funding them. These commitments are generally contingent upon certain events occurring, including the advisor or institution joining LPL Financial. LPL Financial had no significant unfunded loan commitments at September 30, 2025 or December 31, 2024.
Legal and Regulatory Matters
The Company is subject to extensive regulation and supervision by U.S. federal and state agencies and various self-regulatory organizations. The Company and its advisors periodically engage with such agencies and organizations, in the context of examinations or otherwise, to respond to inquiries, informational requests and investigations. From time to time, such engagements result in regulatory complaints or other matters, the resolution of which has in the past and may in the future include fines, customer restitution and other remediation. Assessing the probability of a loss occurring and the timing and amount of any loss related to a legal proceeding or regulatory matter is inherently difficult. While the Company exercises significant and complex judgments to make certain estimates presented in its condensed consolidated financial statements, there are particular uncertainties and complexities involved when assessing the potential outcomes of legal proceedings and regulatory matters. The Company’s assessment process considers a variety of factors and assumptions, which may include: the procedural status of the matter and any recent developments; prior experience and the experience of others in similar matters; the size and nature of potential exposures; available defenses; the progress of fact discovery; the opinions of counsel and experts; or the potential opportunities for settlement and the status of any settlement discussions. The Company monitors these factors and assumptions for new developments and re-assesses the likelihood that a loss will occur and the estimated range or amount of loss, if those amounts can be reasonably determined. The Company has established an accrual for those legal proceedings and regulatory matters for which a loss is both probable and the amount can be reasonably estimated.
In February 2023, the Company received a request for information from the SEC in connection with an investigation of certain elements of the Company’s Anti-Money Laundering compliance program. In 2024, the SEC proposed a resolution, under which the Company would pay an $ 18.0  million civil monetary penalty. As a result, the Company recorded $ 18.0  million in other expense in the consolidated statements of income for the year ended December 31, 2024. The Company reached a settlement with the staff of the SEC and paid the civil monetary penalty in January 2025.

In July 2024, putative class action lawsuits were filed against LPL Financial in federal district court alleging certain violations of law in connection with its cash sweep programs. The Company intends to defend vigorously against the lawsuits.

In August 2024, the Company received a request for information from the SEC regarding certain elements of the Company’s cash management program for corporate advisory accounts. The Company has been cooperating with the request.
Third-Party Insurance
The Company maintains third-party insurance coverage for certain potential legal proceedings, including those involving certain client claims. With respect to such client claims, the estimated losses on many of the pending matters are less than the applicable deductibles of the insurance policies.
Self-Insurance
The Company has self-insurance for certain potential liabilities through its captive insurance subsidiary. Liabilities associated with the risks that are retained by the Company are not discounted and are estimated by considering, in part, historical claims experience, severity factors, and actuarial assumptions and estimates. The estimated accruals for these potential liabilities could be significantly affected if future occurrences and claims differ from such assumptions and historical trends, so there are particular complexities and uncertainties involved when assessing the adequacy of loss reserves for potential liabilities that are self-insured. Self-insurance liabilities are included in accounts payable and accrued liabilities in the condensed consolidated statements of financial condition. Self-insurance related charges are included in other expense in the condensed consolidated statements of income.
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LPL FINANCIAL HOLDINGS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table provides a reconciliation of the beginning and ending balances of self-insurance liabilities for the periods presented (in thousands):

Nine Months Ended September 30,
2025 2024
Beginning balance — January 1 $ 79,637   $ 82,883  
Losses incurred 35,556   27,724  

Losses paid ( 17,613 ) ( 35,562 )

Ending balance — September 30 $ 97,580   $ 75,045  

Other Commitments
As of September 30, 2025, the Company had approximately $ 719.9 million of client margin loans that were collateralized with securities having a fair value of approximately $ 1.0 billion that LPL Financial can repledge, loan or sell. Of these securities, approximately $ 572.4 million were client-owned securities pledged to the Options Clearing Corporation as collateral to secure client obligations related to options positions. As of September 30, 2025, there were no restrictions that materially limited the Company’s ability to repledge, loan or sell the remaining $ 435.4 million of client collateral.
Investment securities on the condensed consolidated statements of financial condition include $ 14.8 million and $ 8.5 million of trading securities pledged to the Options Clearing Corporation at September 30, 2025 and December 31, 2024, respectively, and $ 24.7 million and $ 20.0  million of trading securities pledged to the National Securities Clearing Corporation at September 30, 2025 and December 31, 2024, respectively.

NOTE 11 - STOCKHOLDERS’ EQUITY
Dividends
The payment, timing and amount of any dividends are subject to approval by the Company’s Board of Directors (the “Board”) as well as certain limits under the Credit Agreement. Cash dividends per share of common stock and total cash dividends paid on a quarterly basis were as follows (in millions, except per share data):

2025 2024
Dividend per Share Total Cash Dividend Dividend per Share Total Cash Dividend
First quarter $ 0.30   $ 22.4   $ 0.30   $ 22.4  
Second quarter $ 0.30   $ 24.0   $ 0.30   $ 22.4  
Third quarter $ 0.30   $ 24.0   $ 0.30   $ 22.4  

Share Repurchases
The Company engages in a share repurchase program that was approved by the Board, pursuant to which LPLFH may repurchase its issued and outstanding shares of common stock from time to time. Repurchased shares are included in treasury stock on the condensed consolidated statements of financial condition. On September 21, 2022, the Board authorized a $ 2.1  billion increase to the amount available for repurchases of the Company’s issued and outstanding common shares.
During the nine months ended September 30, 2025 LPLFH repurchased 289,371 shares of common stock at a weighted-average price of $ 345.59 for a total of $ 100.0 million. As of September 30, 2025, the Company had $ 630.0 million remaining under the existing share repurchase program. As a result of the Company’s acquisition of Commonwealth, we paused share repurchases. Future share repurchases may be effected in open market or privately negotiated transactions, including transactions with affiliates, with the timing of purchases and the amount of stock purchased generally determined at the discretion of the Company within the constraints of the Credit Agreement and the Company’s general working capital needs.
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LPL FINANCIAL HOLDINGS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)

Equity Offering
On April 2, 2025, the Company completed a public offering of approximately 5.4  million shares of the Company’s common stock at an offering price of $ 320.00 per share. The Company received proceeds of approximately $ 1.7  billion, which were used to fund the acquisition of Commonwealth. In connection with the issuance, the Company incurred incremental costs of $ 48.1  million, which were recorded as a reduction to the offering proceeds. See Note 4 - Acquisitions within the notes to the condensed consolidated financial statements for additional information.

NOTE 12 - SHARE-BASED COMPENSATION
In May 2021, the Company adopted its 2021 Omnibus Equity Incentive Plan (the “2021 Plan”), which provides for the granting of stock options, warrants, restricted stock awards, restricted stock units, deferred stock units, performance stock units and other equity-based compensation to the Company’s employees, non-employee directors and other service providers. The 2021 Plan serves as the successor to the Company’s 2010 Omnibus Equity Incentive Plan (the “2010 Plan”). Following the adoption of the 2021 Plan, the Company is no longer making grants under the 2010 Plan, and the 2021 Plan is the only plan under which equity awards are granted. However, awards previously granted under the 2010 Plan will remain outstanding until vested, exercised or forfeited, as applicable.
There were 17,754,197 shares authorized for grant under the 2021 Plan and 11,662,487 shares remaining available for future issuance at September 30, 2025.
Stock Options and Warrants
The Company has not granted stock options or warrants since 2019. The following table summarizes the Company’s stock option and warrant activity as of and for the nine months ended September 30, 2025:

Number of
Shares Weighted-
Average
Exercise Price Weighted-Average
Remaining
Contractual Term
(Years) Aggregate
Intrinsic
Value
(In thousands)
Outstanding — December 31, 2024 135,510   $ 61.08  
Granted —   $ —  
Exercised ( 67,822 ) $ 58.91  
Forfeited and Expired —   $ —  
Outstanding — September 30, 2025 67,688   $ 63.25   2.44 $ 18,238  
Exercisable — September 30, 2025 67,688   $ 63.25   2.44 $ 18,238  
Exercisable and expected to vest — September 30, 2025 67,688   $ 63.25   2.44 $ 18,238  

The following table summarizes information about outstanding stock options and warrants as of September 30, 2025:

  Outstanding Exercisable
Range of Exercise Prices Number of
Shares Weighted-
Average
Exercise
Price Weighted-Average
Remaining Life
(Years) Number of
Shares Weighted-
Average
Exercise
Price
$ 19.85 - $ 25.00
3,383   $ 19.85   0.41 3,383   $ 19.85  
$ 25.01 - $ 35.00
—   $ —   0.00 —   $ —  
$ 35.01 - $ 45.00
14,995   $ 39.48   1.45 14,995   $ 39.48  
$ 45.01 - $ 65.00
—   $ —   0.00 —   $ —  
$ 65.01 - $ 75.00
16,710   $ 65.50   2.38 16,710   $ 65.50  
$ 75.01 - $ 80.00
32,600   $ 77.53   3.15 32,600   $ 77.53  
  67,688   $ 63.25   2.45 67,688   $ 63.25  

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LPL FINANCIAL HOLDINGS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)

The Company recognized no share-based compensation expense related to the vesting of stock options awarded to employees and officers during the three and nine months ended September 30, 2025 or 2024. As of September 30, 2025, there was no unrecognized compensation cost related to non-vested stock options.
Restricted Stock and Stock Units
The following summarizes the Company’s activity in its restricted stock awards and stock units, which include restricted stock units, deferred stock units and performance stock units, as of and for the nine months ended September 30, 2025:
Restricted Stock Awards Stock Units
Number of
Shares Weighted-Average
Grant-Date
Fair Value Number of
Units Weighted-Average
Grant-Date
Fair Value
Outstanding — December 31, 2024 6,291   $ 268.64   622,564   $ 233.55  
  Granted 1,820   $ 372.50   324,305   $ 363.24  
  Vested ( 6,907 ) $ 277.90   ( 253,350 ) $ 240.05  
  Forfeited —   $ —   ( 52,779 ) $ 324.55  
Outstanding — September 30, 2025 1,204   $ 372.50   640,740   (1) $ 289.13  
Expected to vest — September 30, 2025 1,204   $ 372.50   484,807   $ 322.39  

_______________________________
(1)    Includes 97,500 vested and undistributed deferred stock units.
The Company grants restricted stock awards and deferred stock units to its directors and restricted stock units and performance stock units to its employees and officers. Restricted stock awards and stock units must vest or are subject to forfeiture; however, restricted stock awards are included in shares outstanding upon grant and have the same dividend and voting rights as the Company’s common stock. The Company recognized $ 15.8  million and $ 17.5 million of share-based compensation expense related to the vesting of these restricted stock awards and stock units during the three months ended September 30, 2025 and 2024, respectively, and $ 48.4  million and $ 55.1 million during the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, total unrecognized compensation cost for restricted stock awards and stock units was $ 112.4 million, which is expected to be recognized over a weighted-average remaining period of 2.0 years.
The Company also grants restricted stock units to its advisors and to institutions. The Company recognized share-based compensation expense of $ 0.8 million and $ 0.7 million related to the vesting of these awards during the three months ended September 30, 2025 and 2024, respectively, and $ 2.5 million and $ 2.1 million during the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, total unrecognized compensation cost for restricted stock units granted to advisors and institutions was $ 8.6 million, which is expected to be recognized over a weighted-average remaining period of 2.4 years.
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LPL FINANCIAL HOLDINGS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 13 - EARNINGS PER SHARE
Basic (loss) earnings per share is computed by dividing net (loss) income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The computation of diluted (loss) earnings per share is similar to the computation of basic (loss) earnings per share, except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if dilutive potential shares of common stock had been issued. The calculation of basic and diluted (loss) earnings per share for the periods noted was as follows (in thousands, except per share data):

Three Months Ended September 30, Nine Months Ended September 30,
  2025 2024 2025 2024
Net (loss) income
$ ( 29,517 ) $ 255,303   $ 562,305   $ 787,867  

Basic weighted-average number of shares outstanding 80,017   74,776   78,220   74,688  
Dilutive common share equivalents 340   629   374   736  
Diluted weighted-average number of shares outstanding 80,357   75,405   78,594   75,424  

Basic (loss) earnings per share
$ ( 0.37 ) $ 3.41   $ 7.19   $ 10.55  
Diluted (loss) earnings per share
$ ( 0.37 ) $ 3.39   $ 7.15   $ 10.45  

The computation of diluted (loss) earnings per share excludes stock options, warrants and stock units that are anti-dilutive. For the three months ended September 30, 2025 and 2024, stock options, warrants and stock units representing common share equivalents of 1,306 shares and 31,631 shares, respectively, were anti-dilutive. For the nine months ended September 30, 2025 and 2024, stock options, warrants and stock units representing common share equivalents of 6,705 shares and 7,577 shares, respectively, were anti-dilutive.

NOTE 14 - NET CAPITAL AND REGULATORY REQUIREMENTS
The Company’s broker-dealer subsidiaries are subject to the SEC’s Uniform Net Capital Rule (Rule 15c3-1 under the Exchange Act), which requires the maintenance of minimum net capital. The net capital rules also provide that a broker-dealer’s capital may not be withdrawn if the resulting net capital would be less than minimum requirements. Additionally, certain withdrawals require the approval of the SEC and the Financial Industry Regulatory Authority (“FINRA”) to the extent they exceed defined levels, even though such withdrawals would not cause net capital to be less than minimum requirements. Net capital and the related net capital requirement may fluctuate on a daily basis.
The following table presents the net capital position of the Company’s primary broker-dealer subsidiary (in thousands):

September 30, 2025
LPL Financial LLC
Net capital $ 478,787  
Less: required net capital 26,405  
Excess net capital $ 452,382  

Our other regulated subsidiaries, including LPL Enterprise, Atria’s seven introducing broker-dealer subsidiaries, Commonwealth’s introducing broker-dealer subsidiary and PTC, are also subject to various regulatory capital requirements. Failure to meet the respective minimum capital requirements can result in certain mandatory and discretionary actions by regulators that, if undertaken, could have substantial monetary and non-monetary impacts on their operations. As of September 30, 2025, the Company’s other regulated subsidiaries met all capital adequacy requirements to which they were subject.

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LPL FINANCIAL HOLDINGS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 15 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET CREDIT RISK
AND CONCENTRATIONS OF CREDIT RISK
LPL Financial may offer loans to new and existing advisors and institutions to facilitate their relationship with LPL Financial, transition to LPL Financial’s platform or fund business development activities. LPL Financial may incur losses if advisors or institutions do not fulfill their obligations with respect to these loans. To mitigate this risk, LPL Financial evaluates the performance and creditworthiness of the advisor or institution prior to offering repayable loans.
LPL Financial’s client securities activities are transacted on either a cash or margin basis. In margin transactions, LPL Financial extends credit to the advisor’s client, subject to various regulatory and internal margin requirements, which is collateralized by cash and securities in the client’s account. As clients write options contracts or sell securities short, LPL Financial may incur losses if the clients do not fulfill their obligations and the collateral in the clients’ accounts is not sufficient to fully cover losses that clients may incur from these strategies. To control this risk, LPL Financial monitors margin levels daily and clients are required to deposit additional collateral, or reduce positions, when necessary.
LPL Financial is obligated to settle transactions with brokers and other financial institutions even if its advisors’ clients fail to meet their obligation to LPL Financial. Clients are required to complete their transactions on the settlement date, generally one business day after the trade date. If clients do not fulfill their contractual obligations, LPL Financial may incur losses. In addition, the Company occasionally enters into certain types of contracts to fulfill its sale of when-issued securities. When-issued securities have been authorized but are contingent upon the actual issuance of the security. LPL Financial has established procedures to reduce this risk by generally requiring that clients deposit cash or securities into their account prior to placing an order.
LPL Financial may at times hold equity securities on both a long and short basis that are recorded on the condensed consolidated statements of financial condition at market value. While long inventory positions represent LPL Financial’s ownership of securities, short inventory positions represent obligations of LPL Financial to deliver specified securities at a contracted price, which may differ from market prices prevailing at the time of completion of the transaction. Accordingly, both long and short inventory positions may result in losses or gains to LPL Financial as market values of securities fluctuate. To mitigate the risk of losses, long and short positions are marked-to-market daily and are continuously monitored by LPL Financial.

NOTE 16 - SEGMENT INFORMATION
The Company's Chief Operating Decision Maker (“CODM”) is the group that includes the Chief Executive Officer and the President and Chief Financial Officer of the Company.
The Company determined that it has one reportable segment, given the common nature of the Company’s operations, products and services, production and distribution process, and regulatory environment. The Company provides an integrated platform of brokerage and investment advisory services to independent financial advisors and advisors at financial institutions from which the Company derives its revenues and incurs expenses. For additional information, see Note 3 - Revenue.
The CODM regularly reviews pre-tax net income as presented on the Company’s condensed consolidated statements of income for purposes of assessing performance and making decisions about resource allocation. Expenses regularly reviewed by the CODM include those line items reported on the Company’s condensed consolidated statements of income, the most significant of which include advisory and commission, compensation and benefits, occupancy and equipment, and promotional expenses.

NOTE 17 - SUBSEQUENT EVENTS

The Board declared a cash dividend of $ 0.30 per share on LPLFH’s outstanding common stock to be paid on December 1, 2025 to all stockholders of record on November 13, 2025 .
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk
We maintain trading securities and securities sold, but not yet purchased in order to facilitate client transactions, to meet a portion of our clearing deposit requirements at various clearing organizations, to track the performance of our research models and in connection with our dividend reinvestment program. Trading securities are included in investment securities while securities sold, but not yet purchased are included in other liabilities on the condensed consolidated statements of financial condition and can include mutual funds, money market funds, debt securities and equity securities. We enter into market risk sensitive instruments for purposes other than trading, which are included in other assets on the condensed consolidated statements of financial condition and can include deferred compensation plan assets invested in life insurance, money market and other mutual funds, investments in fractional shares held by customers, and other non-traded real estate investment trusts. Changes in the value of our market risk sensitive instruments may result from fluctuations in interest rates, credit ratings of the issuer, equity prices or a combination of these factors.

In facilitating client transactions, our trading securities and securities sold, but not yet purchased generally involve mutual funds, including dividend reinvestments. Our positions held are based upon the settlement of client transactions, which are monitored by our Trading and Operations department.

Positions held to meet clearing deposit requirements consist of U.S. government securities and equity securities. The amount of securities deposited depends upon the requirements of the clearing organization. The level of securities deposited is monitored by the settlements group within our Trading and Operations department.

Our Research department develops model portfolios that are used by advisors in developing client portfolios. We maintain securities owned in internal accounts based on these model portfolios to track the performance of our Research department. At the time a portfolio is developed, we purchase the securities in that model portfolio in an amount equal to the account minimum, which varies by product.

In addition, we are subject to market risk resulting from operational risk events, which can require customer trade corrections. We also bear market risk on the fees we earn that are based on the market value of advisory and brokerage assets, as well as assets on which trailing commissions are paid and assets eligible for sponsor payments.
As of September 30, 2025, the fair value of our trading securities was $199.9 million and securities sold, but not yet purchased were not material. The fair value of market risk sensitive instruments entered into for other than trading purposes included within other assets was $1.4 billion as of September 30, 2025. See Note 5 - Fair Value Measurements , within the notes to the condensed consolidated financial statements for information regarding the fair value of trading securities; securities sold, but not yet purchased; and other assets associated with our client facilitation activities.
Interest Rate Risk
We are exposed to risk associated with changes in interest rates. As of September 30, 2025, $1.4 billion of our outstanding debt was subject to floating interest rate risk. While our term loan is subject to increases in interest rates, we do not believe that a short-term change in interest rates would have a material impact on our net income given revenue generated by our client cash balances, which is generally subject to the same, but off-setting, interest rate risk.
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The following table summarizes the impact of increasing interest rates on our interest expense from the variable portion of our debt outstanding, calculated using the projected average outstanding balance over the subsequent twelve-month period (in thousands):
  Outstanding Balance at
September 30, 2025
Annual Impact of an Interest Rate (†) Increase of

  10 Basis 25 Basis 50 Basis 100 Basis
Corporate Debt and Other Borrowings Points Points Points Points
Term Loan A
$ 1,020,000  $ 1,020  $ 2,550  $ 5,100  $ 10,200 
Revolving Credit Facility 344,000  344  860  1,720  3,440 
Variable Rate Debt Outstanding $ 1,364,000  $ 1,364  $ 3,410  $ 6,820  $ 13,640 
____________________
(†) Our interest rate for our Term Loan A is locked in for one, two, three, six or twelve months as allowed under the Credit Agreement. At the end of the selected periods, the rates will be locked in at the then current rate. The effect of these interest rate locks are not included in the table above.
See Note 9 - Corporate Debt and Other Borrowings, Net, within the notes to the condensed consolidated financial statements for additional information.
We offer our advisors and their clients two FDIC insured bank sweep vehicles and a client cash account (“CCA”) that are interest rate sensitive. Our FDIC insured sweep vehicles include an (1) insured cash account (“ICA”) for individuals, trusts, sole proprietorships and entities organized or operated to make a profit, such as corporations, partnerships, associations, business trusts and other organizations and (2) an insured deposit cash account (“DCA”) for advisory individual retirement accounts. Clients earn interest on deposits in the ICA and the DCA while we earn a fee. The fees we earn from cash held in the ICA are based primarily on prevailing interest rates in the current interest rate environment, and are therefore subject to interest rate risk. The fees we earn from the DCA are calculated as a per account fee, and such fees increase as the federal funds target rate increases, subject to a cap.
The Company places ICA sweep overflow into the CCA. These deposits are either used to fund client margin lending or placed in third-party bank or investment accounts, both of which are segregated under federal or other regulations, where they are held as cash or invested in short-term U.S. treasury bills. We earn interest income on these bank deposits and investments in short-term U.S. treasury bills and pay interest to clients on these CCA balances, which are sensitive to prevailing interest rates. This interest income and expense is included in interest income, net in the condensed consolidated statements of income. Changes in interest rates and fees for the deposit sweep vehicles are monitored by our Rate Setting Committee (the “RSC”), which governs and approves any changes to our fees. By meeting promptly around the time of Federal Open Market Committee meetings, or for other market or non-market reasons, the RSC considers financial risk of the deposit sweep vehicles relative to other products into which clients may move cash balances.
Credit Risk
Credit risk is the risk of loss due to adverse changes in a borrower’s, issuer’s or counterparty’s ability to meet its financial obligations under contractual or agreed upon terms. We are subject to credit risk from certain loans extended to advisors and institutions when we extend loans with repayment terms to facilitate advisors’ and institutions’ transition to our platform or to fund business development activities. We are also subject to credit risk when a forgivable loan to an advisor or institution converts to repayable upon advisor or institution termination or change in agreed upon terms.
Credit risk also arises when collateral posted with LPL Financial by clients to support margin lending or derivative trading is insufficient to meet clients’ contractual obligations to LPL Financial. Our credit exposure in these transactions consists primarily of margin accounts, through which we extend credit to advisors’ clients collateralized by securities in the clients’ accounts. Under many of these agreements, we are permitted to sell, repledge or loan these securities held as collateral and use these securities to enter into securities lending arrangements or to deliver to counterparties to cover short positions.
As our advisors execute margin transactions on behalf of their clients, we may incur losses if clients do not fulfill their obligations, the collateral in the clients’ accounts is insufficient to fully cover losses from such investments and our advisors fail to reimburse us for such losses. Our losses on margin accounts were not material during the three and nine months ended September 30, 2025 or 2024. We monitor exposure to industry sectors and individual securities and perform analyses on a regular basis in connection with our margin lending activities. We adjust our margin requirements if we believe our risk exposure is not appropriate based on market conditions.
We are subject to concentration risk if we extend large loans to or have large commitments with a single counterparty, borrower or group of similar counterparties or borrowers, or if we accept a concentrated position as
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collateral for a margin loan. Receivables from and payables to clients and stock borrowing and lending activities are conducted with a large number of clients and counterparties and potential concentration is monitored. We seek to limit this risk through review of the underlying business and the use of limits established by senior management taking into consideration factors including current market conditions, the financial strength of the counterparty, the size of the position or commitment, the expected duration of the position or commitment and other positions or commitments outstanding.

Item 4.   Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective.
Change in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the third quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings
From time to time, we have been subjected to and are currently subject to legal and regulatory proceedings arising out of our business operations, including lawsuits, arbitration claims, and inquiries, investigations and enforcement proceedings initiated by the SEC, FINRA and state securities regulators, as well as other actions and claims. See Note 10 - Commitments and Contingencies, within the notes to the condensed consolidated financial statements for additional information.

Item 1A. Risk Factors
There have been no material changes in the information regarding the Company’s risks, as set forth under Part I, “ Item 1A. Risk Factors” in the Company’s 2024 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.

Item 3. Defaults Upon Senior Securities
None.

Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
During the three months ended September 30, 2025,certain of our officers (as defined in Rule 16a-1(f) under the Exchange Act) entered into, modified or terminated contracts , instructions or written plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions specified in Rule 10b5-1(c) under the Exchange Act.

Officer Date of Plan Adoption Commencement of Trading Period Termination of Trading Period (1)
Maximum Number of Securities to be Purchased or Sold Pursuant to the Rule 10b5-1 Trading Arrangements Purchase or Sale
Richard Steinmeier , Chief Executive Officer
September 4, 2025 December 5, 2025 March 5, 2026 5,058 Sale
Matthew Audette , President and Chief Financial Officer
August 14, 2025 February 25, 2026 April 16, 2026 6,017 Sale

(1) Represents the outside termination date pursuant to terms of each applicable plan . The agreement governing the applicable plan may terminate earlier pursuant to its terms in certain circumstances outside of the control of the applicable officer, including if all trades under the plan are completed prior to the termination of the trading period.

Item 6. Exhibits

2.1  Amendment No. 1 to the Equity Purchase Agreement, dated as of July 15, 2025, by and among LPL Holdings, Inc., Gratitude Holdings, Inc., Odd Couple, Inc. and CFN Holding Company, LLC . *

3.1  Amended and Restated Certificate of Incorporation of LPL Investment Holdings Inc., dated November 23, 2010 (incorporated by reference to Amendment No. 2 to the Registration Statement on Form S-1 filed on July 9, 2010, File No. 333-167325).

3.2  Certificate of Ownership and Merger Merging LPL Financial Holdings Inc. with and into LPL Investment Holdings Inc., dated June 14, 2012 (incorporated by reference to the Form 8-K filed on June 19, 2012, File No. 001-34963).

3.3  Certificate of Amendment to the Amended and Restated Certificate of Incorporation of LPL Financial Holdings Inc., dated May 8, 2014 (incorporated by reference to the Form 8-K filed on May 9, 2014, File No. 001-34963).

3.4  Seventh Amended and Restated Bylaws of LPL Financial Holdings Inc. (incorporated by reference to the Form 8-K filed on February 20, 2024, File No. 001-34963).

22.1  List of Subsidiary Guarantors and Issuers of Guaranteed Securities.*

31.1  Certification of the Chief Executive Officer pursuant to Rule 13a-14(a).*

31.2  Certification of the Chief Financial Officer pursuant to Rule 13a-14(a).*

32.1  Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

32.2  Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101.SCH Inline XBRL Taxonomy Extension Schema*
101.CAL Inline XBRL Taxonomy Extension Calculation*
101.LAB Inline XBRL Taxonomy Extension Label*
101.PRE Inline XBRL Taxonomy Extension Presentation*
101.DEF Inline XBRL Taxonomy Extension Definition*
104  Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
____________________

* Filed herewith.
** Furnished herewith.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  LPL Financial Holdings Inc.
 

Date: November 3, 2025 By:   /s/ RICHARD STEINMEIER

    Richard Steinmeier

    Chief Executive Officer

   
Date: November 3, 2025 By:   /s/ MATTHEW AUDETTE

    Matthew Audette

    President and Chief Financial Officer

Date: November 3, 2025 By: /s/ KATHARINE REEPING

Katharine Reeping

Chief Accounting Officer

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