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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form  10-Q
(Mark One)

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

For the quarterly period ended March 31, 2026
OR

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

For the transition period from            to
Commission File Number: 001-34963
LPL Financial Holdings Inc.
(Exact name of registrant as specified in its charter)

Delaware
20-3717839

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

4707 Executive Drive,
San Diego,
California
92121

(Address of principal executive offices) (Zip Code)

(800)
877-7210

(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock - $0.001 par value per share LPLA
The Nasdaq Global Select Market

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. x Yes     o No
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes     o No
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.

Large accelerated filer x Accelerated filer ☐
Non-accelerated filer ☐ 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).  
☐ Yes    x No
The number of shares of Common Stock, par value $0.001 per share, outstanding as of April 30, 2026 was 79,982,861 .

TABLE OF CONTENTS
Page

WHERE YOU CAN FIND MORE INFORMATION
i i

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
i i

Glossary of Terms
iv

PART I — FINANCIAL INFORMATION
1

1. Financial Statements (unaudited)
19

Condensed Consolidated Statements of Income (unaudited)
19

Condensed Consolidated Statements of Financial Condition (unaudited)
20

Condensed Consolidated Statements of Stockholders’ Equity (unaudited)
21

Condensed Consolidated Statements of Cash Flows (unaudited)
22

Notes to Condensed Consolidated Financial Statements (unaudited)
24

Note 1 - Or ganization and Description of the Company
24

Note 2 - S ummary of Significant Accounting Policies
25

Note 3 - R evenue
26

Note 4 - Acquisitions
27

Note 5 - F air Value Measurements
31

Note 6 - Investment Securities
37

Note 7 - G oodwill and Other Intangibles, Net
37

Note 8 - Other Assets and Other Liabilities
39

Note 9 - Corporate Debt and Other Borrowings, Net
40

Note 10 - Commitments and Contingencies
42

Note 11 - S tockholders’ Equity
44

Note 12 - S hare-based Compensation
44

Note 13 - E arnings per Share
46

Note 14 - N et Capital and Regulatory Requirements
46

Note 15 - Fi nancial Instruments with Off-Balance Sheet Credit Risk and Concentrations of Credit Risk
47

Note 16 - Segment Information
47

Note 17 - Subsequent Events
47

2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
1

Business Overview
1

Our Sources of Revenue
1

Executive Summary
2

Key Performance Metrics
3

Legal and Regulatory Matters
7

Economic Overview and Impact of Financial Market Events
7

Results of Operations
8

Liquidity and Capital Resources
12

Debt and Related Covenants
16

Contractual Obligations
17

Risk Management
17

Critical Accounting Policies and Estimates
18

3. Quantitative and Qualitative Disclosures About Market Risk
48

4. Controls and Procedures
50

PART II — OTHER INFORMATION
50

1. Legal Proceedings
50

1A. Risk Factors
50

2. Unregistered Sales of Equity Securities and Use of Proceeds
50

3. Defaults Upon Senior Securities
50

4. Mine Safety Disclosures
50

5. Other Information
50

6. Exhibits
51

SIGNATURES
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information required by the Securities Exchange Act of 1934, as amended (the “Exchange Act ” ), with the Securities and Exchange Commission (“SEC”). Our SEC filings are available to the public on the SEC’s website at sec.gov .
We post the following filings to our website at lpl.com as soon as reasonably practicable after they are electronically filed with or furnished to the SEC: our annual reports on Form 10-K, our proxy statements, our quarterly reports on Form 10-Q, our current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. Copies of all such filings are available free of charge by request via email (investor.relations@lplfinancial.com), telephone ((617) 897-4574) or mail (LPL Financial Investor Relations at 1055 LPL Way, Fort Mill, SC 29715). The information contained or incorporated on our website is not a part of this Quarterly Report on Form 10-Q.
We may use our website as a means of disclosing material information and for complying with our disclosure obligations under Regulation Fair Disclosure promulgated by the SEC. These disclosures are included on our website in the “Investor Relations” or “Press Releases” sections. Accordingly, investors should monitor these portions of our website in addition to following the Company’s press releases, SEC filings, public conference calls and webcasts.
When we use the terms “LPLFH,” “LPL,” “we,” “us,” “our” and “the Company,” we mean LPL Financial Holdings Inc., a Delaware corporation, and its consolidated subsidiaries, taken as a whole, unless the context otherwise indicates.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this Quarterly Report on Form 10-Q regarding:
• the Company’s future financial and operating results, outlook, growth, plans, business strategies, liquidity, future share repurchases and dividends, including statements regarding future resolution of regulatory matters, legal proceedings and related costs;
• the Company’s future revenue and expense;
• future affiliation models and capabilities;
• the expected conversion, transition and onboarding of advisors, institutions and assets in connection with our acquisition and recruitment activity, including the conversion of assets of the broker-dealer and investment advisors acquired in connection with our acquisition of Commonwealth Financial Network (“Commonwealth”);
• market and macroeconomic trends, including the effects of inflation and the interest rate environment;
• projected savings and anticipated improvements to the Company’s operating model, services and technologies as a result of its investments, initiatives, programs and acquisitions; and
• any other statements that are not related to present facts or current conditions, or that are not purely historical, constitute forward-looking statements.

These forward-looking statements reflect the Company’s expectations and objectives as o f May 4, 2026. The words “anticipates,” “believes,” “expects,” “may,” “plans,” “predicts,” “will” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are not guarantees that expectations or objectives expressed or implied by the Company will be achieved. The achievement of such expectations and objectives involves risks and uncertainties that may cause actual results, levels of activity or the timing of events to differ materially from those expressed or implied by forward-looking statements. Important factors that could cause or contribute to such differences include:
• changes in general economic and financial market conditions, including retail investor sentiment;
• changes in interest rates and fees payable by banks participating in the Company’s client cash programs, including the Company’s success in negotiating agreements with current or additional counterparties;
• the Company’s strategy and success in managing client cash program fees;
• fluctuations in the levels of advisory and brokerage assets, including net new assets, and the related impact on revenue;
• effects of competition in the financial services industry and the success of the Company in attracting and retaining financial advisors and institutions, and their ability to provide financial products and services effectively;
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• whether retail investors served by newly-recruited advisors choose to move their respective assets to new accounts at the Company;
• difficulties and delays in onboarding the assets of acquired, recruited or transitioned advisors, including the receipt and timing of regulatory approvals that may be required;
• disruptions in the businesses of the Company that could make it more difficult to maintain relationships with advisors and their clients;
• the choice by clients of acquired, recruited or transitioned advisors not to open brokerage and/or advisory accounts at the Company;
• changes in the growth and profitability of the Company’s fee-based offerings and asset-based revenues;
• the effect of current, pending and future legislation, regulation and regulatory actions, including disciplinary actions imposed by federal and state regulators and self-regulatory organizations;
• the cost of defending, settling and remediating issues related to regulatory matters or legal proceedings, including civil monetary penalties or actual costs of reimbursing customers for losses in excess of our reserves or insurance;
• changes made to the Company’s services and pricing, including in response to competitive developments and current, pending and future legislation, regulation and regulatory actions, and the effect that such changes may have on the Company’s gross profit streams and costs;
• execution of the Company’s capital management plans, including its compliance with the terms of the Company’s amended and restated credit agreement (the “Credit Agreement”), the committed revolving credit facility at our primary broker-dealer subsidiary, LPL Financial LLC (the “Broker-Dealer Revolving Credit Facility”), and the indentures governing the Company’s senior unsecured notes (the “Indentures”);
• strategic acquisitions and investments, including pursuant to the Company’s Liquidity & Succession solution, and the effect that such acquisitions and investments may have on the Company’s capital management plans and liquidity;
• the price, availability and trading volumes of shares of the Company’s common stock, which will affect the timing and size of future share repurchases by the Company, if any;
• execution of the Company’s plans and its success in realizing the synergies, expense savings, service improvements or efficiencies expected to result from its investments, initiatives and acquisitions, expense plans and technology initiatives;
• whether advisors affiliated with Commonwealth will transition registration to the Company and whether assets reported as serviced by such financial advisors will translate into assets of the Company;
• the performance of third-party service providers to which business processes have been transitioned;
• the Company’s ability to control operating risks, information technology systems risks, cybersecurity risks and sourcing risks; and
• the other factors set forth in the Company’s most recent Annual Report on Form 10-K, as may be amended or updated in the Company’s Quarterly Reports on Form 10-Q.

Except as required by law, the Company specifically disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this Quarterly Report on Form 10-Q, and you should not rely on statements contained herein as representing the Company’s view as of any date subsequent to the date of this Quarterly Report on Form 10-Q.

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GLOSSARY OF TERMS
Acquisition Costs: Expenses that include the costs to setup, onboard and integrate acquired entities and other costs that were incurred as a result of the acquisitions.
Adjusted EBITDA: A non-GAAP financial measure defined as EBITDA plus acquisition costs excluding interest.
Adjusted EPS: A non-GAAP financial measure defined as Adjusted Net Income divided by the weighted average number of diluted shares outstanding for the applicable period.
Adjusted Net Income: A non-GAAP financial measure defined as net income plus the after-tax impact of amortization of other intangibles and acquisition costs.
Basis Point: One basis point equals 1/100th of 1%.
Core G&A: A non-GAAP financial measure defined as total expense excluding the following expenses: advisory and commission; depreciation and amortization; interest expense on borrowings; brokerage, clearing and exchange; amortization of other intangibles; market fluctuations on employee deferred compensation; promotional (ongoing); employee share-based compensation; regulatory charges; acquisition costs excluding interest; and transition assistance loan amortization.
Corporate Cash: A component of cash and equivalents that includes the sum of cash and equivalents from the following: (1) cash and equivalents held at LPL Holdings, Inc., (2) cash and equivalents held at regulated subsidiaries as defined by the Company’s Credit Agreement, which include LPL Financial LLC, LPL Enterprise, LLC, The Private Trust Company, N.A., and Commonwealth Equity Services, LLC (“CES”), in excess of the capital requirements of the Company’s Credit Agreement and (3) cash and equivalents held at non-regulated subsidiaries.
Credit Agreement: The Company’s amended and restated credit agreement.
Credit Agreement EBITDA: A non-GAAP financial measure defined in the Credit Agreement as “Consolidated EBITDA,” which is Consolidated Net Income (as defined in the Credit Agreement) plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles, and is further adjusted to exclude certain non-cash charges and other adjustments and to include future expected cost savings, operating expense reductions or other synergies from certain transactions.
EBITDA: A non-GAAP financial measure defined as net income plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles.
FINRA: The Financial Industry Regulatory Authority.
GAAP: Accounting principles generally accepted in the United States of America.
Gross Profit: A non-GAAP financial measure defined as total revenue less advisory and commission expense; brokerage, clearing and exchange expense; and market fluctuations on employee deferred compensation.
Indentures: The indentures governing the Company’s senior unsecured notes.
Leverage Ratio: A financial metric from our Credit Agreement that is calculated by dividing Credit Agreement net debt, which equals consolidated total debt less Corporate Cash, by Credit Agreement EBITDA.
NFA: The National Futures Association.
OCC: The Office of the Comptroller of the Currency.
RIA: Registered investment adviser.
SEC: The U.S. Securities and Exchange Commission.
Uniform Net Capital Rule: Refers to Rule 15c3-1 under the Exchange Act, which specifies minimum capital requirements that are intended to ensure the general financial soundness and liquidity of broker-dealers.
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PART I — FINANCIAL INFORMATION

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business Overview
LPL serves the financial advisor-mediated marketplace as the nation’s largest independent broker-dealer, a leading investment advisory firm and a top custodian. We support more than 32,000 financial advisors, and the wealth management practices of approximately 1,100 financial institutions, servicing and custodying approximately $2.3 trillion in brokerage and advisory assets. The firm provides a wide range of advisor affiliation models, investment solutions, fintech tools and practice management services, ensuring that advisors and institutions have the flexibility to choose the business model, services, and technology resources they need to run successful businesses.
We are steadfast in our commitment to the advisor-mediated model and the belief that investors deserve access to personalized guidance from a financial advisor. We believe advisors should have the freedom to choose the business model, services and technology they need and to manage their client relationships. We believe investors achieve better outcomes when working with a financial advisor, and we strive to make it easy for advisors to do what is best for their clients.
We believe that we are the only company that offers the unique combination of an integrated technology platform, comprehensive self-clearing services and access to a wide range of curated non-proprietary products all delivered in an environment unencumbered by conflicts from product manufacturing, underwriting and market-making.

Our Sources of Revenue
Our revenue is derived primarily from fees and commissions from products and advisory services offered by our advisors to their clients, a substantial portion of which we pay out to our advisors, as well as fees we receive from our advisors for the use of our technology, custody, clearing, trust and reporting platforms. We also generate asset-based revenue through our insured bank sweep vehicles, money market account balances and the access we provide to a variety of product providers with the following product lines:

• Alternative Investments
• Retirement Plan Products

• Annuities
• Separately Managed Accounts

• Exchange Traded Products
• Structured Products

• Insurance Based Products
• Unit Investment Trusts

• Mutual Funds

Under our self-clearing platform, we custody the majority of client assets invested in these financial products, for which we provide statements, transaction processing and ongoing account management. In return for these services, mutual funds, insurance companies, banks and other financial product sponsors pay us fees based on asset levels or number of accounts managed. We also earn interest from margin loans made to our advisors’ clients, cash and equivalents segregated under federal or other regulations, advisor repayable loans and operating cash, which is included in interest income, net in the condensed consolidated statements of income. A portion of our revenue is not asset-based or correlated with the equity financial markets.
We regularly review various aspects of our operations and service offerings, including our policies, procedures and platforms, in response to marketplace developments. We seek to continuously improve and enhance aspects of our operations and service offerings in order to position our advisors for long-term growth and to align with competitive and regulatory developments. For example, we regularly review the structure and fees of our products and services, including related disclosures, in the context of the changing regulatory environment and competitive landscape for advisory and brokerage accounts.

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Executive Summary
Financial Highlights
Results for the first quarter of 2026 included net income of $356.4 million, or $4.43 per diluted share, which compares to net income of $318.6 million , or $4.24 per diluted share, for the first quarter of 2025 .
Asset Trends
Total advisory and brokerage assets served were $2.3 trillion at March 31, 2026, compared to $1.8 trillion at March 31, 2025 . Total net new assets wer e $21.4 billion fo r the three months ended March 31, 2026 , compared to $78.8 billion for the same period in 2025 .
Net new advisory assets wer e $25.8 billion fo r the three months ended March 31, 2026, compared to $37.6 billion for the same period in 2025. Advisory assets were $1.4 trillion, or 59% of total advisory a nd brokerage assets served, at March 31, 2026, up 42% from $977.4 billion at March 31, 2025.
Net new brokerage assets were an outflow of $4.4 billion for the three months ended March 31, 2026, compared to an inflow of $41.2 billion for the same period in 2025. Brokerage assets were $945.9 billion at March 31, 2026, up 16% from $817.5 billion at March 31, 2025.
Gross Profit Trend
Gross profit, a non-GAAP financial measure, was $1.6 billion for the three months ended March 31, 2026, an increase of 25% from $1.3 billion for the three months ended March 31, 2025. See the “Key Performance Metrics” section for additional information on gross profit.
Common Stock Dividends
During the three months ended March 31, 2026, we paid stockholders cash dividends of $24.1 million.
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Key Performance Metrics
We focus on several key metrics in evaluating the success of our business relationships and our resulting financial position and operating performance. Our key operating, business and financial metrics are as follows:

As of and for the Three Months Ended
March 31, December 31, March 31,
Operating Metrics (dollars in billions) (1)
2026 2025 2025
Advisory and Brokerage Assets ( 2 )

Advisory assets $ 1,390.4  $ 1,392.7  $ 977.4 
Brokerage assets 945.9  977.9  817.5 
Total Advisory and Brokerage Assets $ 2,336.3   $ 2,370.5   $ 1,794.9  
Advisory as a % of total Advisory and Brokerage Assets 59.5% 58.8% 54.5%

Net New Assets ( 3 )

Net new advisory assets $ 25.8  $ 27.8  $ 37.6 
Net new brokerage assets (4.4) (3.2) 41.2 
Total Net New Assets $ 21.4   $ 24.5   $ 78.8  

Organic Net New Assets
Organic net new advisory assets $ 25.8  $ 27.8  $ 35.7 
Organic net new brokerage assets (4.4) (5.2) 35.2 
Total Organic Net New Assets $ 21.4   $ 22.5   $ 70.9  

Organic advisory net new assets annualized growth (4)
7.4% 8.2% 14.9%
Total organic net new assets annualized growth (4)
3.6% 3.9% 16.3%

Client Cash Balances
Insured cash account sweep $ 39.8  $ 41.0  $ 36.1 
Deposit cash account sweep 15.9  15.3  10.7 
Total Bank Sweep 55.7   56.3   46.8  
Money market sweep 1.5  2.5  4.3 
Total Client Cash Sweep Held by Third Parties 57.2   58.8   51.1  
Client cash account
2.0  2.2  1.9 
Total Client Cash Balances $ 59.1   $ 61.0   $ 53.1  
Client Cash Balances as a % of Total Assets 2.5% 2.6% 3.0%

Net buy (sell) activity (5)
$ 43.2  $ 40.5  $ 42.0 

As of and for the Three Months Ended
March 31, December 31, March 31,
Business and Financial Metrics (dollars in millions) 2026 2025 2025
Advisors 32,144  32,178  29,493 
Average total assets per advisor (6)
$ 72.7  $ 73.7  $ 60.9 

Share repurchases $ —  $ —  $ 100.0 
Dividends $ 24.1  $ 24.0  $ 22.4 
Leverage ratio (7)
1.86  1.95  1.82 

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Three Months Ended March 31,
Financial Metrics (dollars in millions, except per share data) 2026 2025
Total revenue $ 4,938.4  $ 3,670.0 
Net income
$ 356.4  $ 318.6 
Earnings per share (“EPS”), diluted
$ 4.43  $ 4.24 
Non-GAAP Financial Metrics (dollars in millions, except per share data)
Adjusted EPS (8)
$ 5.60  $ 5.15 
Gross profit (9)
$ 1,592.7  $ 1,272.7 
Adjusted EBITDA (10)
$ 819.1  $ 682.4 
Core G&A (11)
$ 532.0  $ 413.1 

_______________________________
(1) Totals may not foot due to rounding.
(2) Consists of total advisory and brokerage assets under custody at the Company’s primary broker-dealer subsidiary, LPL Financial LLC (“LPL Financial”), as well as assets under custody of a third-party custodian related to Commonwealth Equity Services, LLC (“CES”) and Atria Wealth Solutions, Inc.’s (“Atria”) introducing broker-dealer subsidiaries. Please consult the “Results of Operations” section for a tabular presentation of advisory and brokerage assets.
(3) Consists of total client deposits into advisory or brokerage accounts less total client withdrawals from advisory or brokerage accounts, plus dividends, plus interest, minus advisory fees. We consider conversions from and to brokerage or advisory accounts as deposits and withdrawals, respectively.
(4) Calculated as annualized current period organic net new assets divided by preceding period assets in their respective categories of advisory assets or total advisory and brokerage assets.
(5) Represents the amount of securities purchased less the amount of securities sold in client accounts custodied with LPL Financial.
(6) Calculated based on the end of period total advisory and brokerage assets divided by the end of period advisor count.
(7) The leverage ratio is a financial metric from our Credit Agreement and is calculated by dividing Credit Agreement net debt, which equals consolidated total debt less Corporate Cash, by Credit Agreement EBITDA. Credit Agreement EBITDA, a non-GAAP financial measure, is defined in the Credit Agreement as “Consolidated EBITDA,” which is Consolidated Net Income (as defined in the Credit Agreement) plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles, and is further adjusted to exclude certain non-cash charges and other adjustments, and to include future expected cost savings, operating expense reductions or other synergies from certain transactions. Please consult the “Debt and Related Covenants” section for more information. Below are reconciliations of corporate debt and other borrowings to Credit Agreement net debt as of the dates below and net income to EBITDA and Credit Agreement EBITDA for the trailing twelve-month periods presented (in millions):

March 31, December 31, March 31,
Credit Agreement Net Debt Reconciliation 2026 2025 2025
Corporate debt and other borrowings $ 7,220.0  $ 7,299.0  $ 5,720.0 
Corporate Cash (12)
(567.3) (469.7) (620.6)
Credit Agreement Net Debt (†)
$ 6,652.7   $ 6,829.3   $ 5,099.4  

March 31, December 31, March 31,
EBITDA and Credit Agreement EBITDA Reconciliation 2026 2025 2025
Net income $ 900.9  $ 863.0  $ 1,088.4 
Interest expense on borrowings 417.8  403.4  300.0 
Provision for income taxes 316.0  286.5  347.5 
Depreciation and amortization 406.8  393.4  333.7 
Amortization of other intangibles 260.3  236.6  149.2 
EBITDA (†)
$ 2,301.8  $ 2,182.9  $ 2,218.8 
Credit Agreement Adjustments:
Acquisition costs and other (13)
$ 796.4  $ 777.3  $ 249.9 
Employee share-based compensation 79.8  76.0  84.7 
M&A accretion (14)
394.6  462.6  237.2 
Advisor share-based compensation 3.0  3.1  2.7 
Loss on extinguishment of debt
—  —  4.0 
Credit Agreement EBITDA (†)
$ 3,575.6   $ 3,501.8   $ 2,797.3  

March 31, December 31, March 31,
2026 2025 2025
Leverage Ratio 1.86   1.95   1.82  

_______________________________
(†)    Totals may not foot due to rounding.
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(8) Adjusted EPS is a non-GAAP financial measure defined as adjusted net income, a non-GAAP financial measure defined as net income plus the after-tax impact of amortization of other intangibles and acquisition costs, divided by the weighted average number of diluted shares outstanding for the applicable period. The Company presents adjusted net income and adjusted EPS because management believes that these metrics can provide investors with useful insight into the Company’s core operating performance by excluding non-cash items and acquisition costs that management does not believe impact the Company’s ongoing operations. Adjusted net income and adjusted EPS are not measures of the Company's financial performance under GAAP and should not be considered as alternatives to net income, earnings per diluted share or any other performance measure derived in accordance with GAAP. Below is a reconciliation of net income and earnings per diluted share to adjusted net income and adjusted EPS for the periods presented (in millions, except per share data):
Three Months Ended March 31,
2026 2025
Adjusted Net Income / Adjusted EPS Reconciliation Amount Per Share Amount Per Share
Net income / earnings per diluted share
$ 356.4  $ 4.43  $ 318.6  $ 4.24 
Amortization of other intangibles 67.2  0.84  43.5  0.58 
Acquisition costs (15)
61.2  0.76  48.5  0.65 
Tax benefit (34.0) (0.42) (23.9) (0.32)
Adjusted Net Income / Adjusted EPS (†)
$ 450.8   $ 5.60   $ 386.7   $ 5.15  
Weighted-average shares outstanding, diluted 80.4  75.1 

_______________________________
(†)    Totals may not foot due to rounding.
(9) Gross profit is a non-GAAP financial measure defined as total revenue less advisory and commission expense; brokerage, clearing and exchange expense; and market fluctuations on employee deferred compensation. All other expense categories, including depreciation and amortization of property and equipment and amortization of other intangibles, are considered by management to be general and administrative in nature. Because our gross profit amounts do not include any depreciation and amortization expense, we consider our gross profit amounts to be non-GAAP financial measures that may not be comparable to those of others in our industry. We believe that gross profit amounts can provide investors with useful insight into our core operating performance before indirect costs that are general and administrative in nature. Below is a calculation of gross profit for the periods presented (in millions):
Three Months Ended March 31,
Gross Profit 2026 2025
Total revenue $ 4,938.4  $ 3,670.0 
Advisory and commission expense 3,291.2  2,353.9 
Brokerage, clearing and exchange expense 55.5  44.1 
Employee deferred compensation
(1.0) (0.7)
Gross Profit (†)
$ 1,592.7   $ 1,272.7  

_______________________________
(†)    Totals may not foot due to rounding.
(10) EBITDA and adjusted EBITDA are non-GAAP financial measures. EBITDA is defined as net income plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles. Adjusted EBITDA is defined as EBITDA plus acquisition costs excluding interest. The Company presents EBITDA and adjusted EBITDA because management believes that they can be useful financial metrics in understanding the Company’s earnings from operations. EBITDA and adjusted EBITDA are not measures of the Company's financial performance under GAAP and should not be considered as alternatives to net income or any other performance measure derived in accordance with GAAP. Below is a reconciliation of net income to EBITDA and adjusted EBITDA for the periods presented (in millions):
Three Months Ended March 31,
EBITDA Reconciliation 2026 2025
Net income
$ 356.4  $ 318.6 
Interest expense on borrowings 100.3  85.9 
Provision for income taxes
128.2  98.7 
Depreciation and amortization 105.8  92.4 
Amortization of other intangibles 67.2  43.5 
EBITDA (†)
$ 757.9   $ 639.0  
Acquisition costs excluding interest (15)
61.2  43.4 
Adjusted EBITDA (†)
$ 819.1   $ 682.4  

_______________________________
(†)    Totals may not foot due to rounding.

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(11) Core G&A is a non-GAAP financial measure defined as total expense less the following expenses: advisory and commission; depreciation and amortization; interest expense on borrowings; brokerage, clearing and exchange; amortization of other intangibles; market fluctuations on employee deferred compensation; promotional (ongoing); transition assistance loan amortization; acquisition costs excluding interest; employee share-based compensation; and regulatory charges. Management presents core G&A because it believes core G&A reflects the corporate expense categories over which management can generally exercise a measure of control, compared with expense items over which management either cannot exercise control, such as advisory and commission expense, or which management views as promotional expense necessary to support advisor growth and retention, including conferences and transition assistance. Core G&A is not a measure of the Company’s total expense as calculated in accordance with GAAP. Below is a reconciliation of the Company’s total expense to core G&A for the periods presented (in millions):
Three Months Ended March 31,
Core G&A Reconciliation 2026 2025
Total expense $ 4,453.9  $ 3,252.8 
Advisory and commission (3,291.2) (2,353.9)
Depreciation and amortization (105.8) (92.4)
Interest expense on borrowings (100.3) (85.9)
Brokerage, clearing and exchange (55.5) (44.1)
Amortization of other intangibles (67.2) (43.5)
Employee deferred compensation
1.0  0.7 
Total G&A (†)
834.9  633.7 
Promotional (ongoing) (16)
(75.9) (70.1)
Transition assistance loan amortization (17)
(136.0) (81.8)
Acquisition costs excluding interest (15)
(61.2) (43.4)
Employee share-based compensation (22.2) (18.4)
Regulatory charges
(7.5) (6.9)
Core G&A (†)
$ 532.0   $ 413.1  

_______________________________
(†)    Totals may not foot due to rounding.
(12) See the “Liquidity and Capital Resources” section for additional information about Corporate Cash. Corporate Cash at March 31, 2025 also includes certain of Atria's introducing broker-dealer subsidiaries.
(13) Acquisition costs and other for the twelve months ending March 31, 2026 and December 31, 2025 primarily include costs related to acquisitions and the integration of the strategic relationship with Prudential Financial, Inc. Acquisition costs and other for the twelve months ending March 31, 2025 includes a $26.4 million reduction related to the departure of the Company’s former Chief Executive Officer, and an $18.0 million regulatory charge related to a penalty proposed by the SEC as part of its civil investigation of the Company’s compliance with certain elements of the Company’s anti-money laundering compliance program.
(14) M&A accretion is an adjustment to reflect the annualized expected run rate EBITDA of an acquisition as permitted by the Credit Agreement for up to eight fiscal quarters following the close of such acquisition. The increase in M&A accretion for the twelve months ending March 31, 2026 and December 31, 2025 as compared to the twelve months ending March 31, 2025 was primarily related to the impact of acquisitions.
(15) Acquisition costs include the costs to setup, onboard and integrate acquired entities and other costs that were incurred as a result of acquisitions. The below table summarizes the primary components of acquisition costs for the periods presented (in millions):

Three Months Ended March 31,
Acquisition costs 2026 2025
Compensation and benefits
$ 22.5  $ 17.4 
Promotional (16)
13.4  8.5 
Professional services 11.6  6.1 
Change in fair value of contingent consideration
7.5  6.6 
Other 6.2  4.7 
Acquisition costs excluding interest (†)
$ 61.2   $ 43.4  
Interest
—  5.1 
Acquisition costs (†)
$ 61.2   $ 48.5  

_______________________________
(†)    Totals may not foot due to rounding.
(16) Promotional (ongoing) for the three months ended March 31, 2026 and 2025 includes $16.9 million and $14.8 million, respectively, of support costs related to full-time employees that are classified within compensation and benefits expense in the condensed consolidated statements of income. Promotional (ongoing) excludes costs that have been incurred as part of acquisitions, which are included in the Acquisition costs line item.
(17) During the fourth quarter of 2025, the Company updated its definition of Promotional (ongoing) to exclude transition assistance loan amortization. As a result, transition assistance loan amortization is now disclosed as a separate line in Core G&A. Prior period disclosures have been updated to reflect these changes as applicable.
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Legal and Regulatory Matters
The financial services industry is subject to extensive regulation by U.S. federal and state government agencies as well as various self-regulatory organizations. Compliance with all applicable laws and regulations involves a significant investment in time and resources, and we continue to invest in our compliance functions to monitor our adherence to the numerous legal and regulatory requirements applicable to our business. Any new laws or regulations applicable to our business, any changes to existing laws or regulations, or any changes to the interpretations or enforcement of those laws or regulations may affect our operations and/or financial condition. We seek to participate in the development of significant rules and regulations that govern our industry.
As a regulated entity, we are subject to regulatory oversight and inquiries related to, among other items, our compliance and supervisory systems and procedures and other controls, as well as our disclosures, supervision and reporting. Additional regulation and enhanced regulatory enforcement has resulted, and may result in the future, in changes to our service offerings and additional operational and compliance costs, as well as increased costs in the form of penalties and fines, investigatory and settlement costs, customer restitution and remediation related to regulatory matters. In the ordinary course of business, we periodically identify or become aware of purported inadequacies, deficiencies and other issues. It is our policy to evaluate these matters for potential legal or regulatory violations and other potential compliance issues. It is also our policy to self-report known violations and issues as required by applicable law and regulation. When deemed probable that matters may result in financial losses, we accrue for those losses based on an estimate of possible fines, customer restitution and losses related to the repurchase of sold securities and other losses, as applicable. Certain regulatory and other legal claims and losses may be covered through our wholly-owned captive insurance subsidiary, which is chartered with the insurance commissioner in the state of Tennessee.
Assessing the probability of a loss occurring and the timing and amount of any loss related to a regulatory matter or legal proceeding, whether or not covered by our captive insurance subsidiary, is inherently difficult and requires judgments based on a variety of factors and assumptions. There are particular uncertainties and complexities involved when assessing the adequacy of loss reserves for potential liabilities that are self-insured by our captive insurance subsidiary, which depends in part on historical claims experience, including the actual timing and costs of resolving matters that begin in one policy period and are resolved in a subsequent period.
Our accruals, including those established through our captive insurance subsidiary at March 31, 2026, include estimated costs for significant regulatory matters or legal proceedings, generally relating to the adequacy of our compliance and supervisory systems and procedures and other controls, for which we believe losses are both probable and reasonably estimable.
The outcome of regulatory or legal proceedings could result in legal liability, regulatory fines or monetary penalties in excess of our accruals and insurance, which could have a material adverse effect on our business, results of operations, cash flows or financial condition. For more information on management’s loss contingency policies, see Note 10 - Commitments and Contingencies , within the notes to the condensed consolidated financial statements.

Economic Overview and Impact of Financial Market Events
Our business is directly and indirectly sensitive to several macroeconomic factors and the state of the financial markets in the United States. The equity markets fell during the first quarter of 2026, with the S&P 500 small cap index falling 4.3% and Russell 2000 remaining relatively flat.

Our business is also sensitive to current and expected short-term interest rates, which are largely driven by Federal Reserve (“Fed”) policy. During the first quarter of 2026, Fed policymakers maintained the target federal funds rate with a range of 3.50% to 3.75%. To the extent they pursue faster easing in monetary policy, the Federal Open Market Committee members will continue to take into account the evolving economic outlook and balance of risks.

Please consult the “Risks Related to Our Business and Industry” section within Part I, “Item 1A. Risk Factors” in our 2025 Annual Report on Form 10-K for more information about the risks associated with significant interest rate changes and the potential related effects on our profitability and financial condition.
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Results of Operations
The following discussion presents an analysis of our results of operations for the three months ended March 31, 2026 and 2025 (in thousands):
Three Months Ended March 31,
2026 2025 % Change

REVENUE
Advisory $ 2,615,047  $ 1,689,245  55 %
Commission:
Sales-based 705,415  610,038  16 %
Trailing 486,619  437,719  11 %
Total commission 1,192,034  1,047,757  14 %
Asset-based:
Client cash 445,325  392,031  14 %
Other asset-based 375,480  303,210  24 %
Total asset-based 820,805  695,241  18 %
Service and fee 210,984  145,199  45 %
Transaction 80,542  67,864  19 %
Interest income, net 45,180  43,851  3 %
Other (26,158) (19,150) 37 %
Total revenue    
4,938,434  3,670,007  35 %
EXPENSE
Advisory and commission 3,291,209  2,353,925  40 %
Compensation and benefits 368,740  305,546  21 %
Promotional 208,400  145,645  43 %
Occupancy and equipment 118,523  77,240  53 %
Depreciation and amortization 105,751  92,356  15 %
Interest expense on borrowings 100,292  85,862  17 %
Amortization of other intangibles 67,230  43,521  54 %
Brokerage, clearing and exchange 55,475  44,138  26 %
Professional services 50,381  36,326  39 %
Communications and data processing 23,467  19,506  20 %
Other 64,382  48,689  32 %
Total expense    
4,453,850  3,252,754  37 %
 INCOME BEFORE PROVISION FOR INCOME TAXES
484,584  417,253  16 %
 PROVISION FOR INCOME TAXES
128,180  98,680  30 %
NET INCOME
$ 356,404  $ 318,573  12 %

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Revenue
Advisory
Advisory revenue represents fees charged to advisors’ clients’ advisory accounts on our corporate registered investment adviser (“RIA”) advisory platform and is based on a percentage of the market value of the eligible assets in the clients’ advisory accounts. We provide ongoing investment advice and act as a custodian, providing brokerage and execution services on transactions, and perform administrative services for these accounts. Advisory fees are primarily billed to clients on a quarterly basis in advance, and are recognized as revenue ratably during the quarter. The performance obligation for advisory fees is considered a series of distinct services that are substantially the same and are satisfied daily. As the value of the eligible assets in an advisory account is susceptible to changes due to customer activity, this revenue includes variable consideration and is constrained until the date that the fees are determinable. The majority of these client accounts are on a calendar quarter and are billed using values as of the last business day of the preceding quarter. The value of the eligible assets in an advisory account on the billing date is adjusted for contributions and withdrawals during the period to determine the amount of revenue earned in the period. Advisory revenue collected on our corporate RIA advisory platform is proposed by the advisor and agreed to by the client and was approximately 1% of the underlying assets for the three months ended March 31, 2026.
We also support independent RIA firms that conduct their business through our separate registered investment adviser firms (“Independent RIAs”) advisory platform, which allows advisors to engage us for technology, clearing and custody services, as well as access the capabilities of our investment platforms. The assets held under an Independent RIA’s investment advisory accounts custodied with LPL Financial are included in total advisory assets and net new advisory assets. However, the advisory revenue generated by an Independent RIA is not included in our advisory revenue. We charge separate fees to Independent RIAs for technology, clearing, administrative, oversight and custody services, which may vary and are included in our service and fee revenue in our condensed consolidated statements of income.
The following table summarizes the composition of advisory assets for the periods presented (in billions):

March 31,
2026 2025 $ Change % Change
Corporate advisory assets $ 1,063.4  $ 699.1  $ 364.3  52 %
Independent RIA advisory assets 327.0  278.3  48.7  17 %
Total advisory assets $ 1,390.4  $ 977.4  $ 413.0  42 %

Net new advisory assets are generated throughout the quarter, therefore, the full impact of net new advisory assets to advisory revenue is not realized in the same period. The following table summarizes activity impacting advisory assets for the periods presented (in billions):

Three Months Ended March 31,
2026 2025
Balance - Beginning of period $ 1,392.7  $ 957.0 
Net new advisory assets (1)
25.8  37.6 
Market impact (2)
(28.1) (17.2)
Balance - End of period $ 1,390.4  $ 977.4 

_______________________________
(1) Net new advisory assets consist of total client deposits into custodied advisory accounts less total client withdrawals from custodied advisory accounts, plus dividends, plus interest, minus advisory fees. We consider conversions from and to brokerage accounts as deposits and withdrawals, respectively.
(2) Market impact is the difference between the beginning and ending asset balance less the net new asset amounts, representing the implied growth or decline in asset balances due to market changes over the same period of time.
Advisory revenue increased during the three months ended March 31, 2026 as compared to the same period in 2025 due primarily to an increase in advisory asset balances and related revenue from the acquisition of Commonwealth.
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Commission
We generate two types of commission revenue: (1) sales-based commissions that are recognized at the point of sale on the trade date and are based on a percentage of an investment product’s current market value at the time of purchase and (2) trailing commissions that are recognized over time as earned and are generally based on the market value of investment holdings in trail-eligible assets. Sales-based commission revenue, which occurs when clients trade securities or purchase various types of investment products, primarily represents gross commissions generated by our advisors and can vary from period to period based on the overall economic environment, number of trading days in the reporting period and investment activity of our advisors’ clients. We earn trailing commission revenue primarily on mutual funds and variable annuities held by clients of our advisors. See Note 3 - Revenue , within the notes to the condensed consolidated financial statements for further detail regarding our commission revenue by product category.
The following table sets forth the components of our commission revenue for the periods presented (in thousands):
Three Months Ended March 31,
2026 2025 $ Change % Change
Sales-based $ 705,415  $ 610,038  $ 95,377  16 %
Trailing 486,619  437,719  48,900  11 %
Total commission revenue
$ 1,192,034  $ 1,047,757  $ 144,277  14 %

The increase in sales-based commission revenue for the three months ended March 31, 2026 compared to 2025 was primarily driven by an increase in sales of annuities. The increase in trailing commission revenue for the three months ended March 31, 2026 compared to 2025 was primarily due to continued growth in trail earning assets held by customers.
The following table summarizes activity impacting brokerage assets for the periods presented (in billions):
Three Months Ended March 31,
2026 2025
Balance - Beginning of period $ 977.9  $ 783.7 
Net new brokerage assets (1)
(4.4) 41.2 
Market impact (2)
(27.6) (7.4)
Balance - End of period $ 945.9  $ 817.5 
_______________________________
(1) Net new brokerage assets consist of total client deposits into brokerage accounts less total client withdrawals from brokerage accounts, plus dividends, plus interest. We consider conversions from and to advisory accounts as deposits and withdrawals, respectively.
(2) Market impact is the difference between the beginning and ending asset balance less the net new asset amounts, representing the implied growth or decline in asset balances due to market changes over the same period of time.
Asset-Based
Asset-based revenue consists of fees from our client cash programs, fees from our sponsorship programs with financial product manufacturers and fees from omnibus processing and networking services (collectively referred to as “recordkeeping”). Client cash revenue is generated on advisors’ clients’ cash balances in insured bank sweep accounts and money market accounts. We also receive fees from certain financial product manufacturers in connection with sponsorship programs that support our marketing and sales force education and training efforts. Compensation for these performance obligations is either a fixed fee, a percentage of the average annual amount of product sponsor assets held in advisors’ clients’ accounts, a percentage of new sales or a combination. Omnibus processing revenue is paid to us by mutual fund product sponsors or their affiliates and is based on the value of mutual fund assets in accounts for which the Company provides omnibus processing services and the number of accounts in which the related mutual fund positions are held. Networking revenue on brokerage assets is correlated to the number of positions we administer and is paid to us by mutual fund product sponsors and annuity product manufacturers.
Asset-based revenue for the three months ended March 31, 2026 increased by $125.6 million compared to the same period in 2025 due to increases in client cash and other asset-based revenue. Other asset-based revenue for the three months ended March 31, 2026 increased compared to 2025 primarily due to increases in recordkeeping and sponsorship program revenue. Client cash revenue for the three months ended March 31, 2026 increased compared to 2025 due to higher average client cash balances. For the three months ended March 31, 2026, our average client cash balances increased to $55.5 billion compared to $50.4 billion for the same period in 2025.
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Service and Fee
Service and fee revenue is generated from advisor and retail investor services, including technology, insurance, conferences, licensing, business services and planning and advice services, Individual Retirement Account (“IRA”) custodian and other client account fees. We charge separate fees to RIAs on our Independent RIA advisory platform for technology, clearing, administrative, oversight and custody services, which may vary. We also host certain advisor conferences that serve as training, education, sales and marketing events for which we charge sponsors a fee. Service and fee revenue for the three months ended March 31, 2026 increased compared to 2025, primarily due to increases in brokerage account fees.
Transaction
Transaction revenue includes transaction charges generated in both advisory and brokerage accounts from mutual funds, exchange-traded funds and fixed income products. Transaction revenue for the three months ended March 31, 2026 increased compared to 2025, primarily due to increases in the number of transactions and transaction charges for managed assets.

Expense
Advisory and Commission
Advisory and commission expense consists of the following: payout amounts that are earned by and paid out to advisors and institutions based on advisory and commission revenue earned on each client’s account, production-based bonuses earned by advisors and institutions based on the levels of advisory and commission revenue they produce, compensation and benefits paid to employee advisors, share-based compensation expense from equity awards granted to advisors and institutions based on the fair value of the awards at grant date and the deferred advisory and commission fee expense associated with mark-to-market gains or losses on the non-qualified deferred compensation plan offered to our advisors.
The following table sets forth our payout rate, which is a statistical or operating measure, for the periods presented:

Three Months Ended March 31,
2026 2025 Change
Payout rate 87.22% 86.75% 47 bps

Our payout rate for the three months ended March 31, 2026 increased compared to 2025, primarily due to changes in the mix of brokerage products and advisory platforms.
Compensation and Benefits
Compensation and benefits expense includes salaries, wages, benefits, share-based compensation and related taxes for our employees, as well as compensation for temporary workers and contractors. The following table sets forth the number of employees for the periods presented:

March 31,
2026 2025 Change
Number of employees 9,901 9,097 9%

Compensation and benefits expense for the three months ended March 31, 2026 increased by $63.2 million compared to 2025, primarily due to an increase in headcount.
Promotional
Promotional expense includes business development costs related to advisor recruitment and retention, costs related to hosting certain advisory conferences that serve as training, sales and marketing events, and other costs that support advisor business growth. Promotional expense for the three months ended March 31, 2026 increased by $62.8 million compared to 2025, primarily due to increases in recruited assets and advisors that led to higher costs to support transition assistance and retention as well as training and education.
Occupancy and Equipment
Occupancy and equipment expense includes the costs of leasing and maintaining our office spaces, software licensing and maintenance costs, and maintenance expense on computer hardware and other equipment. Occupancy and equipment expense for the three months ended March 31, 2026 increased by $41.3 million compared to 2025, primarily due to increased expense related to software licenses and our technology portfolio.
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Depreciation and Amortization
Depreciation and amortization expense relates to the use of property and equipment, which includes internally developed software, hardware, leasehold improvements and other equipment. Depreciation and amortization expense for the three months ended March 31, 2026 increased by $13.4 million compared to 2025, primarily due to our continued investment in technology to support integrations, enhance our advisor platform and experience, and support onboarding of institutions.
Interest Expense on Borrowings
Interest expense on borrowings includes the interest associated with the Company’s senior notes, Term Loan A (“Term Loan A”) and revolving credit facilities; amortization of debt issuance costs; and fees associated with the Company’s revolving lines of credit. Interest expense on borrowings for the three months ended March 31, 2026 increased by $14.4 million compared to 2025, primarily as a result of the issuance of $1.25 billion and $1.5 billion of senior unsecured notes in February 2025 and April 2025, respectively. See Note 9 - Corporate Debt and Other Borrowings, Net, within the notes to the condensed consolidated financial statements for additional information.
Amortization of Other Intangibles
Amortization of other intangibles represents the benefits received for the use of long-lived intangible assets established through our acquisitions. Amortization of other intangibles for the three months ended March 31, 2026 increased by $23.7 million compared to 2025, primarily due to additional intangible assets acquired during the period.
Brokerage, Clearing and Exchange
Brokerage, clearing and exchange expense includes expenses originating from trading or clearing operations as well as any exchange membership fees. These fees fluctuate largely in line with the volume of sales and trading activity. Brokerage, clearing and exchange expense for the three months ended March 31, 2026 increased by $11.3 million compared to 2025, primarily due to an increase in clearing charges.
Professional Services
Professional services expense includes costs paid to outside firms for assistance with legal, accounting, technology, regulatory, marketing, and general corporate matters, as well as non-capitalized costs related to service and technology enhancements. Professional services expense for the three months ended March 31, 2026 increased by $14.1 million compared to 2025, primarily due to technology enhancement projects and acquisition-related support .
Other Expense
Other expense includes licensing fees, insurance, broker-dealer regulatory fees, travel-related expenses, fair value adjustments to contingent consideration liabilities, the costs of the investigation, settlement and resolution of regulatory matters (including customer restitution and remediation), and other miscellaneous expenses. Other expense for the three months ended March 31, 2026 increased by $15.7 million compared to 2025, primarily due to increases in licensing fees, travel and events.
Provision for Income Taxes
Our effective income tax rate was 26.5% and 23.6% for the three months ended March 31, 2026 and 2025, respectively. The Company’s effective income tax rate differs from the federal corporate tax rate of 21.0%, primarily as a result of state taxes, reserves for uncertain tax positions and non-deductible expenses. Our effective income tax rate is reduced by tax benefits received from income tax credits as well as share-based compensation vesting and exercises . The increase in our effective tax rate for the three months ended March 31, 2026 was primarily driven by lower share-based compensation tax benefits as compared to the prior year.

Liquidity and Capital Resources
We have established liquidity and capital policies intended to support the execution of strategic initiatives, while meeting regulatory capital requirements and maintaining ongoing and sufficient liquidity. We believe liquidity is of critical importance to the Company and, in particular, to LPL Financial, our primary broker-dealer subsidiary. The objective of our policies is to ensure that we can meet our strategic, operational and regulatory liquidity and capital requirements under both normal operating conditions and under periods of stress in the financial markets.
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Liquidity
Our liquidity needs are primarily driven by capital requirements at LPL Financial, interest due on our corporate debt and other capital returns to stockholders. Our liquidity needs at LPL Financial are driven primarily by the level and volatility of our client activity. Management maintains a set of liquidity sources and monitors certain business trends and market metrics closely in an effort to ensure we have sufficient liquidity. We believe that based on current levels of cash flows from operations and anticipated growth, together with available cash balances and external liquidity sources, including continued access to the equity and investment-grade debt markets, we have adequate liquidity to satisfy our short-term and long-term working capital needs, meet all of our obligations, and fund anticipated capital expenditures. The Company maintains ongoing access to the debt markets supported by our investment-grade credit profile, and we also have meaningful liquidity available at the parent level, which can be utilized to support funding needs across the organization as required.
Parent Company Liquidity
LPL Holdings, Inc. (the “Parent”), the direct holding company of our operating subsidiaries, considers its primary sources of liquidity to be dividends from and excess capital generated by LPL Financial, as well as capacity for additional borrowing under its $2.25 billion unsecured revolving credit facility, which it has the ability to borrow against for working capital and general corporate purposes.
Dividends from and excess capital generated by LPL Financial are primarily generated through our cash flow from operations. Subject to regulatory approval or notification, capital generated by regulated subsidiaries can be distributed to the Parent to the extent the capital levels exceed regulatory requirements, Credit Agreement requirements and internal capital thresholds. During the three months ended March 31, 2026 and 2025, LPL Financial paid dividends of $210.0 million and $150.0 million to the Parent, respectively.
We believe Corporate Cash, a component of cash and equivalents, is a useful measure of the Parent’s liquidity as it represents the capital available for use in excess of the amount we are required to maintain pursuant to the Credit Agreement. Corporate Cash is the sum of cash and equivalents from the following: (1) cash and equivalents held at the Parent, (2) cash and equivalents held at regulated subsidiaries as defined by the Credit Agreement, which include LPL Financial, LPL Enterprise, The Private Trust Company, N.A. (“PTC”), and CES, in excess of the capital requirements of the Credit Agreement and (3) cash and equivalents held at non-regulated subsidiaries.
The following table presents the components of Corporate Cash (in thousands):

March 31, 2026 December 31, 2025
Cash and equivalents $ 1,024,459  $ 1,037,378 
Cash at regulated subsidiaries (873,123) (925,356)
Excess cash at regulated subsidiaries per the Credit Agreement 416,002  357,693 
Corporate Cash $ 567,338   $ 469,715  

Corporate Cash
Cash at the Parent $ 24,107  $ 19,368 
Excess cash at regulated subsidiaries per the Credit Agreement 416,002  357,693 
Cash at non-regulated subsidiaries 127,229  92,654 
Corporate Cash $ 567,338   $ 469,715  

Corporate Cash is monitored as part of our liquidity risk management strategy. Corporate Cash increased by $97.6 million during the three months ended March 31, 2026 as we continue our normal course of operations and reinvestments into the business.
We actively monitor changes to our liquidity needs caused by general business volumes and price volatility, including higher margin requirements of clearing corporations and exchanges, and stress scenarios involving a sustained market downturn and the persistence of current interest rates. We believe that based on current levels of operations and anticipated growth, our cash flow from operations, together with other available sources of funds, which include five uncommitted lines of credit, the revolving credit facility established through our Credit Agreement and the committed revolving credit facility of LPL Financial, will provide us with adequate liquidity to satisfy our short-term and long-term working capital needs, the payment of all of our obligations and the funding of anticipated capital expenditures.
We regularly evaluate our existing indebtedness, including potential issuances and refinancing opportunities, based on a number of factors, including our capital requirements, future prospects, contractual restrictions, the availability
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of refinancing on attractive terms and general market conditions. As of March 31, 2026, the earliest principal maturity date for our corporate debt with outstanding balances is in 2027 and our revolving credit facilities and uncommitted lines of credit mature between 2026 and 2029.
Share Repurchases
We engage in a share repurchase program that was approved by our Board, pursuant to which we may repurchase our issued and outstanding shares of common stock from time to time. Purchases may be effected in open market or privately negotiated transactions. Our current capital deployment framework remains focused on investing in organic growth first, pursuing acquisitions where appropriate and returning excess capital to stockholders. As of March 31, 2026, the Company had $630.0 million remaining under our existing repurchase program. We had previously paused share repurchases in anticipation of the Commonwealth acquisition; however, have resumed share repurchases in April 2026. We estimate that we will complete share repurchases of approximately $125 million during the second quarter of 2026 and have repurchased 214,652 of our outstanding shares for a total of $67.7 million between April 1, 2026 and May 1, 2026. The timing and amount of share repurchases, if any, is determined at our discretion within the constraints of our Credit Agreement, applicable laws and consideration of our general liquidity needs. See Note 11 - Stockholders’ Equity , within the notes to the condensed consolidated financial statements for additional information regarding our share repurchases.
Common Stock Dividends
The payment, timing and amount of any dividends are subject to approval by LPLFH’s Board, as well as certain limits under our Credit Agreement. See Note 11 - Stockholders’ Equity , within the notes to the condensed consolidated financial statements for additional information regarding our dividends.
LPL Financial Liquidity

LPL Financial relies primarily on client payables to fund margin lending. LPL Financial maintains additional liquidity through external lines of credit totaling $1.2 billion at March 31, 2026, as well as two additional lines of credit with unspecified limits. LPL Financial also maintains a line of credit with the Parent.
External Liquidity Sources
The following table presents amounts outstanding and available under our external lines of credit at March 31, 2026 (in millions):

Description Borrower Maturity Date Outstanding Available
Senior unsecured, revolving credit facility
LPL Holdings, Inc. May 2029 $ —  $ 2,249 
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

Capital Resources
The Company seeks to manage capital levels in support of its business strategy of generating and effectively deploying capital for the benefit of our stockholders.
Our primary requirement for working capital relates to funds we loan to our advisors’ clients for trading conducted on margin and funds we are required to maintain for regulatory capital and reserves based on the requirements of our regulators and clearing organizations, which also consider client balances and trading activities. We have several sources of funds that enable us to meet increases in working capital requirements that relate to increases in client margin activities and balances. These sources include cash and equivalents on hand, the committed revolving credit facility of LPL Financial and proceeds from repledging or selling client securities in margin accounts. When an advisor’s client purchases securities on margin or uses securities as collateral to borrow from us on margin, we are permitted, pursuant to the applicable securities industry regulations, to repledge, loan or sell securities, up to 140% of the client’s margin loan balance, that collateralize those margin accounts.
Our other working capital needs are primarily related to loans we are making to advisors and timing associated with receivables and payables, which we have satisfied in the past from internally generated cash flows.
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We may sometimes be required to fund capital requirements necessary to effect client transactions in securities markets and cash sweep balances held at third-party banks that arise from the delayed receipt of client funds. These capital requirements are funded either with internally generated cash flows or, if needed, with funds drawn on our uncommitted lines of credit at LPL Financial or one of our revolving credit facilities.
Our 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. LPL Financial, our primary broker-dealer subsidiary, computes net capital requirements under the alternative method, which requires firms to maintain minimum net capital equal to the greater of $250,000 or 2% of aggregate debit balances arising from client transactions.
The following table presents the net capital position of the Company’s primary broker-dealer subsidiary (in thousands):

March 31, 2026
LPL Financial LLC
Net capital $ 373,953 
Less: required net capital 24,013 
Excess net capital $ 349,940 

Payment by our broker-dealer subsidiaries of dividends greater than 10% of their respective excess net capital during any 35-day rolling period requires approval from FINRA. In addition, each broker-dealer subsidiary’s ability to pay dividends would be restricted if its net capital would be less than 5% of aggregate customer debit balances.
LPL Financial also acts as an introducing broker-dealer for commodities and futures. Accordingly, its trading activities are subject to the National Futures Association’s (“NFA”) financial requirements and it is required to maintain net capital that is in excess of or equal to the greatest of NFA’s minimum financial requirements. The NFA was designated by the Commodity Futures Trading Commission as LPL Financial’s primary regulator for such activities. Currently, the highest NFA requirement is the minimum net capital calculated and required pursuant to the SEC’s Uniform Net Capital Rule.
Our other regulated subsidiaries, including LPL Enterprise, 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 these subsidiaries’ operations. As of March 31, 2026, the Company’s other regulated subsidiaries met all capital adequacy requirements to which they were subject.
Supplemental Guarantor Financial Information
LPL Holdings, Inc. (the “Issuer”), a wholly owned subsidiary of LPL Financial Holdings Inc. (“LPLFH” and together with the Issuer, the “Obligor Group”), has in the past, and may in the future, issue, among other things, non-convertible debt securities that include full and unconditional guarantees by LPLFH. The debt securities issued by the Issuer may be fully and unconditionally guaranteed by LPLFH. LPLFH is a Delaware holding corporation that manages substantially all of its operations through investments in subsidiaries. See Note 1 - Organization and Description of the Company and Note 9 - Corporate Debt and Other Borrowings, Net , within the notes to the condensed consolidated financial statements for additional information.
Pursuant to Rule 3-10 of Regulation S-X under the Securities Act of 1933, as amended, the following tables present unaudited summarized financial information for the Obligor Group on a combined basis. Balances and transactions between the Obligor Group have been eliminated. Financial information for non-guarantor subsidiaries, which includes all other subsidiaries of the Issuer, has been excluded and intercompany balances and transactions between the Obligor Group and non-guarantor subsidiaries are presented on separate lines. The summarized financial information below should be read in conjunction with the Company’s condensed consolidated financial statements contained herein as the summarized financial information for the Obligor Group may not be indicative of results of operations or financial position of the Issuer or LPLFH had they operated as independent entities.
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The following tables present the summarized financial information for the periods presented (in thousands):

LPL Holdings, Inc. & LPL Financial Holdings Inc.

Three Months Ended March 31,
Combined Summarized Statements of Income
2026
Revenues (1)
$ (30,240)
Revenues from non-guarantor subsidiaries
4,661 
Advisory and commission expense (1)
(25,410)
Interest expense on borrowings
99,420 
Expenses from non-guarantor subsidiaries
4,955 
Loss before provision for income taxes
(130,198)
Net loss
(95,999)
____________________
(1) Revenues primarily include unrealized gains and losses on assets held in the non-qualified deferred compensation plan offered to advisors and employees, while advisory and commission expense includes the deferred advisory and commission fee expense associated with mark-to-market gains or losses on the non-qualified deferred compensation plan offered to advisors.

LPL Holdings, Inc. & LPL Financial Holdings Inc.

Combined Summarized Statements of Financial Condition
March 31, 2026 December 31, 2025
Cash and equivalents $ 24,107  $ 19,368 
Other receivables, net
4,434  3,090 
Property and equipment, net
180,074  177,136 
Goodwill
1,265,793  1,251,908 
Other intangibles, net
44,084  39,819 
Receivables from non-guarantor subsidiaries
89,480  105,657 
Other assets
1,495,624  1,525,640 
Corporate debt and other borrowings, net
7,182,102  7,258,694 
Accounts payable and accrued liabilities
112,790  83,637 
Payables to non-guarantor subsidiaries
99,623  85,228 
Other liabilities
1,571,152  1,568,879 

Debt and Related Covenants
The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to:
• create liens;
• sell assets;
• engage in certain transactions with affiliates; and
• consolidate, merge or transfer all or substantially all of our assets.
In addition, our revolving credit facility requires us to be in compliance with certain financial covenants as of the last day of each fiscal quarter. The financial covenants require the calculation of Credit Agreement EBITDA, as defined in, and calculated by management in accordance with, the Credit Agreement. The Credit Agreement defines Credit Agreement EBITDA as “Consolidated EBITDA,” which is Consolidated Net Income (as defined in the Credit Agreement) plus interest expense on borrowings, provision for income taxes, depreciation and amortization and amortization of other intangibles, and is further adjusted to exclude certain non-cash charges and other adjustments, and to include future expected cost savings, operating expense reductions or other synergies from certain transactions.
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As of March 31, 2026, we were in compliance wi t h our Credit Agreement financial covenants, which include a maximum Consolidated Total Debt to Consolidated EBITDA Ratio (as defined in the Credit Agreement) or “Leverage Ratio” and a minimum Consolidated EBITDA to Consolidated Interest Expense Ratio (as defined in the Credit Agreement) or “Interest Coverage.” The breach of these financial covenants would be subject to certain equity cure rights. The required ratios under our financial covenants and actual ratios were as follows:

March 31, 2026
Financial Ratio Covenant Requirement Actual Ratio
Leverage Ratio (Maximum)
4.0 1.86
Interest Coverage (Minimum) 3.0 8.88

Certain restrictive covenants under certain of our Indentures are currently suspended. However, a credit rating downgrade to a below investment grade rating could cause currently suspended restrictive covenants under certain of our Indentures to be automatically reinstated.
See Note 9 - Corporate Debt and Other Borrowings, Net, within the notes to the condensed consolidated financial statements for additional information regarding the Credit Agreement.

Contractual Obligations
During the three months ended March 31, 2026, there were no material changes in our contractual obligations, other than in the ordinary course of business, from those disclosed in our 2025 Annual Report on Form 10-K. See Note 4 - Acquisitions , Note 9 - Corporate Debt and Other Borrowings, Net and Note 10 - Commitments and Contingencies, within the notes to the condensed consolidated financial statements, as well as the Contractual Obligations section within Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report on Form 10-K, for further detail.

Risk Management
Risk is an inherent part of our business activities. To manage risk, we have implemented an enterprise risk management (“ERM”) framework that supports a resilient and adaptive risk-focused organization, designed to enable us to navigate uncertainties, make informed and consistent decisions, and seize growth opportunities. This framework facilitates the incorporation of risk assessment into decision-making processes, enables execution of our business strategy, and protects the Company and our franchise.
Our Company-wide risk appetite statement is a crucial component of our risk governance framework. It defines the overall level and types of risk we are prepared to accept in order to achieve our strategic objectives and business plan. This statement categorizes risks into strategic, technology, regulatory compliance, operational, liquidity, reputational, credit, interest rate, and market risks.
Additionally, this framework aims to ensure policies and procedures are in place and appropriately designed to identify and manage risk at appropriate levels throughout the Company and within various departments. We have established advisor-facing and internal written policies and procedures that govern the conduct of our advisors and employees. Our advisor-facing policies are specifically designed to provide guidelines and procedures that ensure advisors adhere to regulatory requirements and maintain ethical standards in their professional conduct while our internal policies cover a wide range of topics designed to promote compliance, consistency, risk management, and culture and values across the Company. Please consult the “Risks Related to Our Technology” and the “Risks Related to Our Business and Industry” sections within Part I, “Item 1A. Risk Factors” and the “Risk Management” section within Part II, “ Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report on Form 10-K for more information about our risks, our risk management policies and procedures, the potential related effects on our operations, and our ERM framework.
Operational Risk
Operational risk refers to the risk of loss resulting from inadequate or failed processes and/or systems as a result of external events and is inherent in all Company activities. Please consult the “ Risk Management” section within Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Annual Report on Form 10-K for more information about the operational risks that we face.
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Regulatory and Compliance Risk
The regulatory environment in which we operate is discussed in detail within Part I, “Item 1. Business” in our 2025 Annual Report on Form 10-K. In recent years, and during the periods presented in this Quarterly Report on Form 10-Q, we have observed the SEC, FINRA, the U.S. Department of Labor and state regulators broaden the scope, frequency and depth of their examinations and inquiries to include greater emphasis on the quality, consistency and oversight of our compliance systems and programs. Please consult the “Risks Related to Our Regulatory Environment” and the “Risks Related to Our Business and Industry” sections within Part I, “Item 1A. Risk Factors” in our 2025 Annual Report on Form 10-K for more information about the risks associated with operating within our regulatory environment, pending regulatory matters and the potential related effects on our operations.

Critical Accounting Policies and Estimates
In the notes to our consolidated financial statements and in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Annual Report on Form 10-K, we have disclosed those accounting policies that we consider to be most significant in determining our results of operations and financial condition and involve a higher degree of judgment and complexity. There have been no changes to those policies that we consider to be material since the filing of our 2025 Annual Report on Form 10-K. The accounting principles used in preparing our condensed consolidated financial statements conform in all material respects to GAAP.
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Item 1. Financial Statements (unaudited)

LPL FINANCIAL HOLDINGS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)

Three Months Ended March 31,
2026 2025
REVENUE
 Advisory $ 2,615,047   $ 1,689,245  
Commission:
Sales-based 705,415   610,038  
Trailing 486,619   437,719  
Total commission 1,192,034   1,047,757  
Asset-based:
Client cash 445,325   392,031  
Other asset-based 375,480   303,210  
Total asset-based 820,805   695,241  
Service and fee 210,984   145,199  
Transaction 80,542   67,864  
Interest income, net 45,180   43,851  
Other ( 26,158 ) ( 19,150 )
Total revenue 4,938,434   3,670,007  
EXPENSE
Advisory and commission 3,291,209   2,353,925  
Compensation and benefits 368,740   305,546  
Promotional 208,400   145,645  
Occupancy and equipment 118,523   77,240  
Depreciation and amortization 105,751   92,356  
Interest expense on borrowings 100,292   85,862  
Amortization of other intangibles 67,230   43,521  
Brokerage, clearing and exchange 55,475   44,138  
Professional services 50,381   36,326  
Communications and data processing 23,467   19,506  
Other 64,382   48,689  
Total expense 4,453,850   3,252,754  
INCOME BEFORE PROVISION FOR INCOME TAXES
484,584   417,253  
PROVISION FOR INCOME TAXES
128,180   98,680  
NET INCOME
$ 356,404   $ 318,573  

Earnings per share, basic
$ 4.45   $ 4.27  
Earnings per share, diluted
$ 4.43   $ 4.24  
Weighted-average shares outstanding, basic 80,113   74,600  
Weighted-average shares outstanding, diluted 80,446   75,112  

See notes to unaudited condensed consolidated financial statements.
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LPL FINANCIAL HOLDINGS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Financial Condition
(In thousands, except share data)
(Unaudited)

ASSETS March 31, 2026 December 31, 2025
Cash and equivalents $ 1,024,459   $ 1,037,378  
Cash and equivalents segregated under federal or other regulations 1,655,723   1,792,064  
Restricted cash 225,765   225,298  
Receivables from clients, net 866,500   803,206  
Receivables from brokers, dealers and clearing organizations 100,003   70,897  
Advisor loans, net 3,741,085   3,681,512  
Other receivables, net 1,359,790   1,203,539  
Investment securities 100,322   91,528  
Property and equipment, net 1,467,569   1,409,376  
Goodwill 2,659,170   2,644,723  
Other intangibles, net 3,413,946   3,330,788  
Other assets 2,220,909   2,202,444  
Total assets $ 18,835,241   $ 18,492,753  
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Client payables $ 2,116,992   $ 2,308,275  
Payables to brokers, dealers and clearing organizations 307,677   150,520  
Accrued advisory and commission expenses payable 370,174   361,623  
Corporate debt and other borrowings, net 7,182,102   7,258,694  
Accounts payable and accrued liabilities 744,928   821,641  
Other liabilities 2,427,666   2,247,515  
Total liabilities 13,149,539   13,148,268  

Commitments and contingencies (Note 10)
Common stock, $ 0.001 par value; 600,000,000 shares authorized; 136,811,280 and 136,637,544 shares issued at March 31, 2026 and December 31, 2025, respectively
137   136  
Additional paid-in capital 3,870,612   3,843,017  
( 4,352,434 ) ( 4,333,725 )
Treasury stock, at cost — 56,622,578 and 56,576,672 shares at March 31, 2026 and December 31, 2025, respectively
6,167,387   5,835,057  
Total stockholders’ equity 5,685,702   5,344,485  
Total liabilities and stockholders’ equity $ 18,835,241   $ 18,492,753  

See notes to unaudited condensed consolidated financial statements.
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LPL FINANCIAL HOLDINGS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands)
(Unaudited)
Three Months Ended March 31, 2025
Additional
Paid-In
Capital Retained
Earnings Total
Stockholders’
Equity
  Common Stock Treasury Stock
  Shares Amount Shares Amount
BALANCE — December 31, 2024 130,915   $ 131   $ 2,066,268   56,254   $ ( 4,202,322 ) $ 5,066,525   $ 2,930,602  
Net income —  —  —  —  —  318,573   318,573  
Issuance of common stock to settle restricted stock units 212   —  —  83   ( 29,526 ) —  ( 29,526 )
Treasury stock purchases —  —  —  289   ( 100,244 ) —  ( 100,244 )
Cash dividends on common stock - $ 0.30 per share
—  —  —  —  —  ( 22,392 ) ( 22,392 )
Stock option exercises and other 68   —  3,639   ( 15 ) 510   3,373   7,522  
Share-based compensation —  —  19,248   —  —  —  19,248  
BALANCE — March 31, 2025 131,195   $ 131   $ 2,089,155   56,611   $ ( 4,331,582 ) $ 5,366,079   $ 3,123,783  

Three Months Ended March 31, 2026
Additional
Paid-In
Capital Retained
Earnings Total
Stockholders’
Equity
Common Stock Treasury Stock
Shares Amount Shares Amount
BALANCE — December 31, 2025 136,638   $ 136   $ 3,843,017   56,577   $ ( 4,333,725 ) $ 5,835,057   $ 5,344,485  
Net income
—  —  —  —  —  356,404   356,404  
Issuance of common stock to settle restricted stock units 162   —  —  60   ( 19,210 ) —  ( 19,210 )

Cash dividends on common stock - $ 0.30 per share
—  —  —  —   —   ( 24,055 ) ( 24,055 )
Stock option exercises and other 11   1   4,536   ( 14 ) 501   ( 19 ) 5,019  
Share-based compensation —  —  23,059   —  —  —  23,059  
BALANCE — March 31, 2026 136,811   $ 137   $ 3,870,612   56,623   $ ( 4,352,434 ) $ 6,167,387   $ 5,685,702  

See notes to unaudited condensed consolidated financial statements.
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LPL FINANCIAL HOLDINGS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended March 31,
2026 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 356,404   $ 318,573  
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 105,751   92,356  
Amortization of other intangibles 67,230   43,521  
Amortization of debt issuance costs 3,487   7,873  
Share-based compensation 23,059   19,248  
Provision for credit losses 8,504   ( 749 )
Deferred benefit for income taxes ( 21,915 ) ( 72 )
Change in estimated fair value of contingent consideration
7,523   6,594  
Loan forgiveness 138,566   89,677  

Other 3,148   2,543  
Changes in operating assets and liabilities:
Receivables from clients, net ( 63,051 ) 20,964  
Receivables from brokers, dealers and clearing organizations ( 29,106 ) ( 35,704 )
Advisor loans, net ( 206,538 ) ( 279,497 )
Other receivables, net ( 160,028 ) ( 56,340 )
Investment securities - trading ( 10,016 ) ( 80,960 )
Other assets ( 53,933 ) ( 99,963 )
Client payables ( 191,283 ) 146,620  
Payables to brokers, dealers and clearing organizations 157,157   122,807  
Accrued advisory and commission expenses payable 8,551   ( 20,159 )
Accounts payable and accrued liabilities ( 72,593 ) ( 106,819 )
Other liabilities 223,684   148,757  
Operating leases
( 4,201 ) 540  
Net cash provided by operating activities
290,400   339,810  
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ( 165,763 ) ( 119,468 )
Acquisitions, net of cash acquired ( 131,395 ) ( 78,251 )

Purchases of securities classified as held-to-maturity ( 1,248 ) ( 1,256 )
Proceeds from maturities of securities classified as held-to-maturity 1,250   1,250  
Purchases of other investments ( 12,064 ) —  
Capitalized interest
( 2,301 ) ( 1,434 )
Net cash used in investing activities ( 311,521 ) ( 199,159 )
Continued on following page

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LPL FINANCIAL HOLDINGS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended March 31,
2026 2025
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit facilities 295,000   69,000  
Repayments of revolving credit facilities ( 374,000 ) ( 1,116,000 )

Proceeds from senior unsecured notes —   1,247,835  
Payment of debt issuance costs —   ( 18,817 )
Payment of contingent consideration ( 10,078 ) ( 7,249 )
Tax payments related to settlement of restricted stock units ( 19,210 ) ( 29,526 )

Repurchase of common stock —   ( 100,244 )
Dividends on common stock ( 24,055 ) ( 22,392 )

Proceeds from stock option exercises and other 5,019   7,522  
Principal payment of financing obligation
( 348 ) —  
Principal payment of finance leases and obligations —   ( 156 )
Net cash (used in) provided by financing activities
( 127,672 ) 29,973  
NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS, CASH AND EQUIVALENTS SEGREGATED UNDER FEDERAL OR OTHER REGULATIONS AND RESTRICTED CASH
( 148,793 ) 170,624  
CASH AND EQUIVALENTS, CASH AND EQUIVALENTS SEGREGATED UNDER FEDERAL OR OTHER REGULATIONS AND RESTRICTED CASH — Beginning of period 3,054,740   2,684,052  
CASH AND EQUIVALENTS, CASH AND EQUIVALENTS SEGREGATED UNDER FEDERAL OR OTHER REGULATIONS AND RESTRICTED CASH — End of period $ 2,905,947   $ 2,854,676  

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ 72,294   $ 53,561  
Income taxes paid $ 12,261   $ 8,992  
Cash paid for amounts included in the measurement of operating lease liabilities $ 9,519   $ 8,263  
Cash paid for amounts included in the measurement of finance lease liabilities $ —   $ 158  
NONCASH DISCLOSURES:
Capital expenditures included in accounts payable and accrued liabilities $ 40,840   $ 35,127  
Lease assets obtained in exchange for operating lease liabilities $ 32,423   $ 25,058  
Prefunded acquisition
$ —   $ 70,202  
Contingent consideration and other liabilities recognized at acquisition date
$ 16,755   $ 129  

March 31,
2026 2025
Cash and equivalents $ 1,024,459   $ 1,229,181  
Cash and equivalents segregated under federal or other regulations 1,655,723   1,513,037  
Restricted cash 225,765   112,458  
Total cash and equivalents, cash and equivalents segregated under federal or other regulations and restricted cash shown in the statements of cash flows $ 2,905,947   $ 2,854,676  

See notes to unaudited condensed consolidated financial statements.
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LPL FINANCIAL HOLDINGS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF THE COMPANY
LPL Financial Holdings Inc. (“LPLFH”), a Delaware holding corporation, together with its consolidated subsidiaries (collectively, the “Company”), provides an integrated platform of brokerage and investment advisory services to independent financial advisors and financial advisors at institutions (collectively, “advisors”) in the United States. Through its custody and clearing platform, using both proprietary and third-party technology, the Company provides access to diversified financial products and services, enabling its advisors to offer personalized financial advice and brokerage services to retail investors (their “clients”). The Company’s most significant, wholly owned subsidiaries are described below:
• LPL Holdings, Inc. (“LPLH” or “Parent”) is an intermediate holding company and directly or indirectly owns 100 % of the issued and outstanding common equity interests of all of LPLFH’s indirect subsidiaries, including a captive insurance subsidiary that underwrites insurance for various legal and regulatory risks of the Company.
• LPL Financial LLC (“LPL Financial”), with primary offices in San Diego, California; Fort Mill, South Carolina; Tempe, Arizona; Boston, Massachusetts; Austin, Texas; and New York, New York, is a clearing broker-dealer and an investment adviser that principally transacts business for its advisors and institutions on behalf of their clients in a broad array of financial products and services. LPL Financial is licensed to operate in all 50  states, Washington D.C., Puerto Rico and the U.S. Virgin Islands.
• LPL Enterprise, LLC (“LPL Enterprise”) is a limited product shelf introducing broker-dealer and registered investment adviser that supports a portion of the Company’s institutional services’ clients, providing brokerage and investment advisory services to the clients of those institutional businesses.
• LPL Insurance Associates, Inc. operates as an insurance brokerage general agency that offers life and disability insurance products and services for LPL Financial advisors.
• AW Subsidiary, Inc. is a holding company for Blaze Portfolio Systems LLC (“Blaze”), which provides an advisor-facing trading and portfolio rebalancing platform.
• PTC Holdings, Inc. (“PTCH”) is a holding company for The Private Trust Company, N.A. (“PTC”). PTC is chartered as a non-depository limited purpose national bank, providing a wide range of trust, investment management oversight, and custodial services for estates and families. PTC also provides Individual Retirement Account (“IRA”) custodial services for LPL Financial.
• LPL Employee Services, LLC and its subsidiary, Allen & Company of Florida, LLC, provide primary support for the Company’s employee advisor affiliation model.
• CFN Holding Company, LLC (“CFN”) is a holding company for Commonwealth Equity Services, LLC (“CES”), which is a registered broker-dealer and investment adviser that does business as Commonwealth Financial Network (“Commonwealth”). CES is an introducing broker-dealer that clears transactions through a third-party clearing and carrying firm. The Company expects to complete the conversion of assets from CES in the fourth quarter of 2026 and withdraw the related registrations of that entity thereafter.
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LPL FINANCIAL HOLDINGS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These unaudited condensed consolidated financial statements (“condensed consolidated financial statements”) are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), which require the Company to make estimates and assumptions regarding the valuation of certain financial instruments, acquisitions, contingent consideration, goodwill and other intangibles, allowance for credit losses on receivables, share-based compensation, accruals for liabilities, income taxes, revenue and expense accruals and other matters that affect the condensed consolidated financial statements and related disclosures. The condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the results of operations for the interim periods presented. Actual results could differ from those estimates under different assumptions or conditions and the differences may be material to the condensed consolidated financial statements.
The condensed consolidated financial statements include the accounts of LPLFH and its subsidiaries. Intercompany transactions and balances have been eliminated. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the related notes for the year ended December 31, 2025, contained in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”).
Recently Issued Accounting Pronouncements
In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software to modernize the accounting for and disclosure of software costs. The ASU may be applied prospectively, retrospectively or via a modified transition approach and is effective for annual periods beginning after December 15, 2027, with early adoption permitted. We are currently assessing the amendment’s impact on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) : Disaggregation of Income Statement Expenses , which requires public business entities to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to financial statements. The ASU should be applied prospectively and is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact on the related disclosures; however, it does not expect this update to have an impact on its financial condition or results of operations.
Recently Adopted Accounting Pronouncements
There were no new accounting pronouncements adopted during the three months ended March 31, 2026 that materially impacted the Company’s condensed consolidated financial statements and related disclosures.
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LPL FINANCIAL HOLDINGS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 3 - REVENUE
Commission
The following table presents total commission revenue disaggregated by product category (in thousands):

Three Months Ended March 31,
2026 2025
Commission revenue
Annuities $ 690,577   $ 615,594  
Mutual funds 266,056   233,895  
Fixed income 85,323   61,553  
Equities 57,540   49,074  
Other 92,538   87,641  
Total commission revenue
$ 1,192,034   $ 1,047,757  

The following table presents sales-based and trailing commission revenue disaggregated by product category (in thousands):
Three Months Ended March 31,
2026 2025
Commission revenue
Sales-based
Annuities
$ 424,221   $ 365,767  
Fixed income
85,323   61,553  
Mutual funds
58,011   55,607  
Equities
57,540   49,074  
Other
80,320   78,037  
Total sales-based revenue
$ 705,415   $ 610,038  
Trailing
Annuities $ 266,356   $ 249,827  
Mutual funds 208,045   178,288  
Other 12,218   9,604  
Total trailing revenue $ 486,619   $ 437,719  
Total commission revenue
$ 1,192,034   $ 1,047,757  

Asset-Based
The following table sets forth asset-based revenue disaggregated by product category (in thousands):

Three Months Ended March 31,
2026 2025
Asset-based revenue
Client cash
$ 445,325   $ 392,031  
Sponsorship programs
223,649   170,538  
Recordkeeping
151,831   132,672  
Total asset-based revenue $ 820,805   $ 695,241  

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

Service and Fee
The following table sets forth service and fee revenue disaggregated by recognition pattern (in thousands):

Three Months Ended March 31,
2026 2025
Service and fee revenue
Over time (1)
$ 158,771   $ 109,758  
Point-in-time (2)
52,213   35,441  
Total service and fee revenue $ 210,984   $ 145,199  

_______________________________
(1) Service and fee revenue recognized over time includes revenue such as brokerage account maintenance fees, error and omission insurance fees, and IRA custodian fees.
(2) Service and fee revenue recognized at a point-in-time includes revenue such as registration fees, account fees, and IRA termination fees.
Unearned Revenue
The Company records unearned revenue when cash payments are received or due in advance of the Company’s performance obligations, including amounts which are refundable. Unearned revenue increased from $ 265.0 million as of December 31, 2025 to $ 324.1 million as of March 31, 2026. The increase in unearned revenue for the three months ended March 31, 2026 is primarily driven by cash payments received or due in advance of satisfying the Company’s performance obligations, partially offset by $ 264.1  million of revenue recognized during the three months ended March 31, 2026 that was included in the unearned revenue balance as of December 31, 2025.
The Company receives cash in advance for advisory services to be performed and conferences to be held in future periods. For advisory services, revenue is recognized as the Company provides the administration, brokerage and execution services over time to satisfy the performance obligations. For conference revenue, the Company recognizes revenue as the conferences are held.

NOTE 4 - ACQUISITIONS
Acquisitions Completed in the Current Period
During the three months ended March 31, 2026, the Company completed eight acquisitions, two of which have been accounted for as business combinations and six of which have been accounted for as asset acquisitions.
Business Combinations
The Company accounted for two acquisitions under the acquisition method of accounting for business combinations. Total consideration for these transactions was $ 82.9 million, which included $ 66.1 million of cash, and liabilities of $ 16.8 million for contingent consideration, which represents the acquisition date fair value of the additional cash consideration that may be transferred to the sellers if certain asset growth is achieved in the years following the closing. This contingent consideration may be settled for amounts of up to $ 50.5 million in the years following the closing. At March 31, 2026, the purchase accounting analysis is still ongoing and may result in changes to the value of intangibles assets and liabilities recorded. The Company had provisionally allocated $ 22.0 million of the consideration to client relationships, which were assigned useful lives of 14 years, $ 46.5 million to advisor relationships, which were assigned useful lives of 15 years, and $ 14.4 million to goodwill.
Asset Acquisitions
The Company accounted for six other acquisitions as asset acquisitions. These transactions included total initial consideration of $ 46.1 million, including $ 40.8 million which was allocated to client relationships and $ 5.3 million which was allocated to advisor relationships. These relationships were assigned useful lives of 14 years and 15 years, respectively, and the related transactions include potential contingent payments of up to $ 21.5 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. Additionally, the
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LPL FINANCIAL HOLDINGS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)

Company recognized customer relationships of $ 22.8 million relating to cash paid for contingent consideration payments for asset acquisitions completed in prior periods for which the contingent period had ended in the current year. These customer relationships will be amortized over the remaining useful life of the asset that was initially recorded. See Note 7 - Goodwill and Other Intangibles, Net , for additional information.
Acquisitions Completed in Prior Periods
During the year ended December 31, 2025, the Company completed 34 acquisitions, six of which have been accounted for as business combinations and 28 of which were accounted for as asset acquisitions.
Business Combinations
Acquisition of Commonwealth Financial Network
On August 1, 2025, the Company acquired 100 % of the outstanding equity interests of CFN, a privately-held independent wealth management firm headquartered in Massachusetts, in order to leverage its scale and enhance its capabilities. As part of the transaction, Commonwealth’s advisory and brokerage assets are expected to transition to the Company’s platform in the fourth quarter of 2026. Commonwealth's results were included in the Company's consolidated statements of income from August 1, 2025 through December 31, 2025 and consolidated statements of financial condition as of December 31, 2025. The Company accounted for the transaction under the acquisition method of accounting for business combinations.

The following table summarizes the cash funded at closing and total consideration transferred (dollars in thousands):

Cash Funded at Close August 1, 2025
Cash consideration $ 1,927,371  
Cash for liabilities assumed (1)
405,823  
Cash for post-combination expenses (2)
419,049  
Total cash funded at close $ 2,752,243  

Consideration August 1, 2025
Cash $ 1,927,371  
Other liabilities incurred 90,414  
Total consideration $ 2,017,785  
____________________
(1) Liabilities assumed are reflected in the Accounts payable and accrued liabilities and Equity awards liability line items in the table below and were paid concurrently with the closing.
(2) The post-combination expenses were paid at the closing and primarily included $ 228.4  million of costs related to transaction bonuses and the acceleration of unvested equity awards which were classified as Compensation and benefits and $ 190.1  million of costs related to certain contract termination fees which were classified as Occupancy and equipment in the condensed consolidated financial statements in the three months ended September 30, 2025.

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

The following table summarizes the Company's provisional purchase price allocation at August 1, 2025 (dollars in thousands):

Provisional Purchase Price Allocation (1)
August 1, 2025

Fair value of consideration transferred $ 2,017,785  
Assets
Cash and equivalents 333,927  
Restricted cash 95,414
Investment securities 43,719
Receivables from brokers, dealers and clearing organizations 1,839
Other receivables, net 55,788
Advisor loans, net 92,716
Property and equipment, net 7,769
Intangible assets 1,716,000
Other assets 58,330
Total identifiable assets acquired $ 2,405,502  
Liabilities
Accrued advisory and commission expenses payable 14,440
Accounts payable and accrued liabilities 57,012
Client payables 525
Equity awards liability 382,231
Unearned revenue 309,594
Other liabilities 47,218
Total liabilities assumed $ 811,020  
Net assets acquired 1,594,482  
Goodwill $ 423,303  

____________________
(1) The purchase accounting analysis is ongoing and may result in changes to consideration based on working capital and other adjustments and the value of certain assets acquired and liabilities recorded.

The goodwill primarily includes synergies expected to result from combining operations and is deductible for tax purposes. Other intangible assets comprised $ 1.69 billion of advisor relationships, which were assigned useful lives of 14 years, and $ 26.0 million of trade name intangible, which was assigned a useful life of 16 years. See Note 7 - Goodwill and Other Intangibles, Net for additional information.

The fair value determination of certain assets acquired and liabilities assumed required the Company to make significant estimates and assumptions. Intangible assets were valued using an income approach with estimates and assumptions related to future net cash flows, discount and royalty rates. Advisor loans were valued using an income approach with assumptions related to net cash flows and conversion rates. The fair value of repayable loans was $ 88.0  million and approximates its carrying value.

Acquisition related costs incurred as part of the Commonwealth acquisition during the three months ended March 31, 2026 were $ 13.3  million and primarily comprised amounts related to professional services, which were included in the Company's condensed consolidated statements of income.

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Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table presents unaudited pro forma results as if the acquisition of Commonwealth had occurred on January 1, 2024 (dollars in thousands):

LPL Financial and Commonwealth Pro Forma Combined Financial Information (unaudited) Three Months Ended March 31, 2025
Total revenue $ 4,078,142  
Net income $ 233,961  

The unaudited pro forma results above were prepared by combining the historical financial information of the Company and Commonwealth 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 that will transition to the Company’s platform in 2026, and the impact of related interest and issuance costs 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.

The Company financed this transaction through a combination of Corporate Cash, proceeds from the debt and equity issuances completed in April 2025, and borrowings under LPL Holdings, Inc.’s revolving credit facility. See Note 9 - Corporate Debt and Other Borrowings, Net and Note 11 - Stockholders’ Equity for additional information.
Acquisition of The Investment Center, Inc. (“The Investment Center”)
On March 4, 2025, the Company acquired The Investment Center for total consideration of $ 72.6  million, which included $ 72.2  million of cash and liabilities of $ 0.4  million for contingent consideration. The Company was introduced to The Investment Center as part of the acquisition of Atria Wealth Solutions, Inc. (“Atria”), and the cash consideration was prefunded in 2024 in conjunction with the close of the Atria acquisition. The Company subsequently transitioned The Investment Center’s brokerage and advisory assets to the Company’s platform. The transaction also includes potential contingent consideration of up to $ 10.4  million based on revenue growth in the years following the acquisition. The Company accounted for the acquisition under the acquisition method of accounting for business combinations. Acquisition related costs incurred during the year ended December 31, 2025 were $ 6.0  million, primarily related to costs which were classified as compensation and benefits expenses and promotional expenses in the Company's consolidated statements of income. The Company recorded purchase accounting adjustments during the year ended December 31, 2025 which resulted in a $ 2.0  million increase in cash consideration, a $ 6.1  million decrease in other liabilities, a $ 0.4  million decrease in advisor relationships, and a $ 3.7  million decrease in goodwill. As of December 31, 2025, the Company had allocated $ 43.5  million and $ 29.1  million of the consideration to advisor relationships and goodwill, respectively. The advisor relationships were assigned a useful life of 16 years. See Note 7 - Goodwill and Other Intangibles, Net, for additional information.
Other Business Combinations
The Company accounted for four acquisitions under the acquisition method of accounting for business combinations during the year ended December 31, 2025. Total consideration for these transactions was $ 75.2  million, which included $ 58.3  million of cash, and liabilities of $ 15.2  million for contingent consideration which represents the acquisition date fair value of the additional cash consideration that may be transferred to the sellers if certain asset or revenue growth metrics are achieved in the years following the closing. This contingent consideration may be settled for amounts of up to $ 46.9  million in the years following the closing. The Company allocated $ 63.3  million of the consideration to client relationships and $ 0.3  million to advisor relationships, which were assigned useful lives of 14 years to 15 years, and $ 11.6  million to goodwill.
Asset Acquisitions
The Company accounted for 28 other acquisitions as asset acquisitions during the year ended December 31, 2025. These transactions included total initial consideration of $ 227.9  million, including $ 222.4  million which was allocated to client relationships and $ 5.5  million which was allocated to advisor relationships. These transactions include potential contingent payments of up to $ 158.1  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.
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Notes to Condensed Consolidated Financial Statements (Unaudited)

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.
There have been no transfers of assets or liabilities between these fair value measurement classifications during the three months ended March 31, 2026 or 2025.
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 March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, 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.
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Notes to Condensed Consolidated Financial Statements (Unaudited)

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 March 31, 2026 and December 31, 2025, 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.
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

March 31, 2026 Type Valuation Techniques Unobservable Inputs Range
$ 113,760   Contingent Consideration Monte-Carlo Simulation Model
Forecasted Growth Rates 1.6   % - 17.5   %
Discount Rate 11.0   % - 14.3   %
Equivalency Rate (1)
4.6   % - 4.6   %
20,517   Contingent Consideration
Contractually Determined (2)
Actual Performance (2)
n/m (2)
- n/m (2)

$ 134,277  

____________________
(1) Equivalency rate is defined as the prevailing market interest rate used to discount future payments.
(2) As of March 31, 2026 the fair value of certain contingent consideration obligations are based on actual results as determined by and calculated in accordance with the underlying contractual terms and therefore a range is not meaningful. Prior to the resolution of the uncertainty, these obligations were measured using either a Monte-Carlo Simulation model or a Probability Weighted Expected Return method.
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Notes to Condensed Consolidated Financial Statements (Unaudited)

Quantitative Information About Level 3 Fair Value Measurements

December 31, 2025 Type Valuation Techniques Unobservable Inputs Range
$ 115,464   Contingent Consideration Monte-Carlo Simulation Model
Forecasted Growth Rates 1.3   % - 26.0   %
Discount Rate 12.0   % - 17.9   %
Equivalency Rate (1)
4.7   % - 5.9   %
8,574   Contingent Consideration
Probability Weighted Expected Return Method
Equivalency Rate (1)
5.3   % - 5.3   %
Conversion Rate
—   % - 100.0   %
$ 124,038  

____________________
(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 March 31,
2026 2025
Balance - Beginning of period
$ 124,038   $ 196,898  
Additions and purchase accounting adjustments
16,755   129  
Payments
( 14,039 ) ( 42,249 )
Fair value adjustments
7,523   6,594  
Balance - End of period
$ 134,277   $ 161,372  

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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):

March 31, 2026 Level 1 Level 2 Level 3 Total
Assets        
Cash equivalents $ 104,892   $ —   $ —   $ 104,892  
Cash equivalents segregated under federal or other regulations 796,515   —   —   796,515  
Restricted cash
127,227   —   —   127,227  
Investment securities — trading:        
Mutual funds 42,417   —   —   42,417  
U.S. treasury obligations 39,683   —   —   39,683  

Equity securities 2,157   —   —   2,157  
Debt securities —   605   —   605  

Total investment securities — trading 84,257   605   —   84,862  
Other assets:
Deferred compensation plan 1,086,120   —   —   1,086,120  
Fractional shares — investment (1)
370,121   —   —   370,121  
Other investments —   1,810   —   1,810  
Total other assets: 1,456,241   1,810   —   1,458,051  
Total assets at fair value $ 2,569,132   $ 2,415   $ —   $ 2,571,547  
Liabilities        
Other liabilities:
Securities sold, but not yet purchased:        
Equity securities $ 94   $ —   $ —   $ 94  

Total securities sold, but not yet purchased 94   —   —   94  
Fractional shares — repurchase obligation (1)
370,121   —   —   370,121  
Contingent consideration
—   —   134,277   134,277  
Total other liabilities 370,215   —   134,277   504,492  
Total liabilities at fair value $ 370,215   $ —   $ 134,277   $ 504,492  

____________________
(1) Investment in and related repurchase obligation for fractional shares resulting from the Company’s dividend reinvestment program (“DRIP”).
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The following table summarizes the Company’s financial assets and financial liabilities measured at fair value on a recurring basis (in thousands):

December 31, 2025 Level 1 Level 2 Level 3 Total
Assets
Cash equivalents $ 104,377   $ —   $ —   $ 104,377  
Cash equivalents segregated under federal or other regulations 821,334   —   —   821,334  
Restricted cash
127,585   —   —   127,585  
Investment securities — trading:
U.S. treasury obligations 40,029   —   —   40,029  
Mutual funds 33,559   —   —   33,559  

Equity securities 2,505   —   —   2,505  
Debt securities —   15   —   15  
Total investment securities — trading 76,093   15   —   76,108  
Other assets:
Deferred compensation plan 1,097,514   —   —   1,097,514  
Fractional shares — investment (1)
371,683   —   —   371,683  
Other investments —   2,423   —   2,423  
Total other assets 1,469,197   2,423   —   1,471,620  
Total assets at fair value $ 2,598,586   $ 2,438   $ —   $ 2,601,024  
Liabilities
Other liabilities:
Securities sold, but not yet purchased:
Equity securities $ 174   $ —   $ —   $ 174  

Total securities sold, but not yet purchased 174   —   —   174  
Fractional shares — repurchase obligation (1)
371,683   —   —   371,683  
    Contingent consideration
—   —   124,038   124,038  
Total other liabilities 371,857   —   124,038   495,895  
Total liabilities at fair value $ 371,857   $ —   $ 124,038   $ 495,895  

____________________
(1) Investment in and related repurchase obligation for fractional shares resulting from the Company’s DRIP.
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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):

March 31, 2026 Carrying Value Level 1 Level 2 Level 3 Total Fair Value
Assets        
Cash $ 919,567   $ 919,567   $ —   $ —   $ 919,567  
Cash segregated under federal or other regulations 859,208   859,208   —   —   859,208  
Restricted cash 98,538   98,538   —   —   98,538  
Receivables from clients, net 866,500   —   866,500   —   866,500  
Receivables from brokers, dealers and clearing organizations 100,003   —   100,003   —   100,003  
Advisor repayable loans, net (1)
387,545   —   —   328,975   328,975  
Other receivables, net 1,359,790   —   1,359,790   —   1,359,790  
Investment securities — held-to-maturity securities 15,460   —   15,477   —   15,477  
Other assets:
Securities borrowed 853   —   853   —   853  
Deferred compensation plan (2)
11,838   11,838   —   —   11,838  
Other investments (3)
7,632   —   7,632   —   7,632  
Total other assets 20,323   11,838   8,485   —   20,323  
Liabilities
Client payables $ 2,116,992   $ —   $ 2,116,992   $ —   $ 2,116,992  
Payables to brokers, dealers and clearing organizations 307,677   —   307,677   —   307,677  
Corporate debt and other borrowings, net 7,182,102   —   7,226,449   —   7,226,449  

December 31, 2025 Carrying Value Level 1 Level 2 Level 3 Total Fair Value
Assets
Cash $ 933,001   $ 933,001   $ —   $ —   $ 933,001  
Cash segregated under federal or other regulations 970,730   970,730   —   —   970,730  
Restricted cash 97,713   97,713   —   —   97,713  
Receivables from clients, net 803,206   —   803,206   —   803,206  
Receivables from brokers, dealers and clearing organizations 70,897   —   70,897   —   70,897  
Advisor repayable loans, net (1)
406,793   —   —   335,050   335,050  
Other receivables, net 1,203,539   —   1,203,539   —   1,203,539  
Investment securities - held-to-maturity securities 15,420   —   15,520   —   15,520  
Other assets:
Deferred compensation plan (2)
10,038   10,038   —   —   10,038  
Securities borrowed 1,789   —   1,789   —   1,789  
Other investments (3)
7,874   —   7,874   —   7,874  
Total other assets 19,701   10,038   9,663   —   19,701  
Liabilities
Client payables $ 2,308,275   $ —   $ 2,308,275   $ —   $ 2,308,275  
Payables to brokers, dealers and clearing organizations 150,520   —   150,520   —   150,520  
Corporate debt and other borrowings, net 7,258,694   —   7,420,447   —   7,420,447  
__________________
(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. The U.S. government notes 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):

  March 31, 2026 December 31, 2025
Trading securities — at fair value:    
Mutual funds $ 42,417   $ 33,559  
U.S. treasury obligations 39,683   40,029  

Equity securities 2,157   2,505  
Debt securities 605   15  
Total trading securities $ 84,862   $ 76,108  
Held-to-maturity securities — at amortized cost:
U.S. government notes $ 15,460   $ 15,420  
Total held-to-maturity securities $ 15,460   $ 15,420  
Total investment securities $ 100,322   $ 91,528  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
At March 31, 2026, 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 $ 5,422   $ 10,038   $ —   $ —   $ 15,460  
U.S. government notes — at fair value $ 5,439   $ 10,038   $ —   $ —   $ 15,477  

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

Balance at December 31, 2024 $ 2,172,873  
Goodwill acquired 497,885  
Purchase accounting adjustments
( 26,035 )
Balance at December 31, 2025 2,644,723  
Goodwill acquired 14,447  

Balance at March 31, 2026
$ 2,659,170  

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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The components of other intangibles, net were as follows at March 31, 2026 (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 $ 3,402,483   $ ( 905,751 ) $ 2,496,732  
Client relationships 12.2 1,008,480   ( 162,411 ) 846,069  
Trade name 15.3 26,000   ( 1,083 ) 24,917  
Technology 2.8 20,930   ( 15,884 ) 5,046  
Product sponsor relationships 1.0 234,086   ( 232,723 ) 1,363  
Total definite-lived intangible assets, net   $ 4,691,979   $ ( 1,317,852 ) $ 3,374,127  
Other indefinite-lived intangibles:        
Trademark and trade name       39,819  
Total other intangibles, net       $ 3,413,946  

_______________________________
(1) During the three months ended March 31, 2026, the Company completed various acquisitions. See Note 4 - Acquisitions , for additional information .
The components of other intangibles, net were as follows at December 31, 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
13.6 $ 3,350,706   $ ( 859,100 ) $ 2,491,606  
Client relationships
12.3 909,868   ( 143,039 ) 766,829  
Trade name 15.6 26,000   ( 677 ) 25,323  
Technology 3.0 20,930   ( 15,443 ) 5,487  
Product sponsor relationships 1.2 234,086   ( 232,362 ) 1,724  
Total definite-lived intangibles, net $ 4,541,590   $ ( 1,250,621 ) $ 3,290,969  
Other indefinite-lived intangibles:
Trademark and trade name 39,819  
Total other intangibles, net $ 3,330,788  

_______________________________
(1)     During the year ended December 31, 2025 , the Company completed various acquisitions. See Note 4 - Acquisitions , for additional information .
Total amortization of other intangibles was $ 67.2 million and $ 43.5 million for the three months ended March 31, 2026 and 2025, respectively. Future amortization is estimated as follows (in thousands):

2026 - remainder $ 203,636  
2027 267,653  
2028 265,956  
2029 259,115  
2030 257,120  
Thereafter 2,120,647  
Total
$ 3,374,127  

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

  March 31, 2026 December 31, 2025
Other assets:
Deferred compensation $ 1,097,958   $ 1,107,552  
Prepaid assets 264,443   240,010  
Fractional shares — investment
370,121   371,683  
Deferred tax assets, net 100,137   78,222  
Operating lease assets 196,423   173,544  
Referral fee
109,925   106,038  
Income tax receivables
949   53,245  
Debt issuance costs, net 9,745   10,824  
Other 71,208   61,326  
Total other assets $ 2,220,909   $ 2,202,444  

Other liabilities:
Deferred compensation $ 1,089,894   $ 1,100,018  
Unearned revenue
324,119   265,024  
Fractional shares — repurchase obligation
370,121   371,683  
Operating lease liabilities 231,068   203,970  
Financing obligation liabilities
108,085   108,433  
Taxes payable
163,248   69,348  
Contingent consideration
134,277   124,038  
Other 6,854   5,001  
Total other liabilities $ 2,427,666   $ 2,247,515  

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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):

March 31, 2026 December 31, 2025
Corporate Debt  
Balance
Applicable
Margin
Interest Rate  
Balance
Applicable
Margin
Interest rate Maturity
Term Loan A (1)
$ 1,020,000   SOFR+ 125 bps
4.925   % $ 1,020,000   SOFR+ 125 bps
4.984   % 12/5/2028
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   % 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   % 750,000   Fixed Rate 5.200   % 3/15/2030
2030 Senior Notes (1)
500,000   Fixed Rate 5.150   % 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   % 500,000   Fixed Rate 5.650   % 3/15/2035
2035 Senior Notes (1)
500,000   Fixed Rate 5.750   % 500,000   Fixed Rate 5.750   % 6/15/2035
Total Corporate Debt 7,220,000   7,220,000  
Less: Unamortized Debt Issuance Cost ( 37,898 ) ( 40,306 )
Corporate debt, net $ 7,182,102   $ 7,179,694  
Other Borrowings
Revolving Credit Facility
—   ABR+ 37.5 bps / SOFR+ 147.5 bps
5.140   % 79,000   ABR+ 37.5 bps / SOFR+ 147.5 bps
5.634   % 5/20/2029
Total other borrowings $ —   $ 79,000  
Corporate Debt and Other Borrowings, Net $ 7,182,102   $ 7,258,694  

_______________________________
(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 March 31, 2026 (in millions):

Description Borrower Maturity Date Outstanding Available
Senior unsecured, revolving credit facility
LPL Holdings, Inc. May 2029 $ —   $ 2,249  
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

Extension of Term Loan A Facility
On November 21, 2025, LPLH refinanced its existing $ 1.0  billion Term Loan A facility extending its maturity to December 5, 2028. Additionally, the Company's borrowing rate applicable to the Term Loan A decreased by 0.125 % at all pricing levels.
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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Table of Contents

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