LPLA 8-K Current Reports

LPL Financial Holdings 8-K Report, Financial Results (Oct 27, 2026)

LPL Financial Holdings Inc. reported third-quarter 2026 net income of $357 million, or $4.52 per diluted share, compared with a net loss of $30 million, or $0.37 per share, in the third quarter of 2025, and net income of $379 million, or $4.74 per share, in the prior quarter. Adjusted EPS rose 15% year-over-year to $5.97. Gross profit increased 12% year-over-year to $1,662 million, core G&A increased 11% to $532 million, and adjusted pre-tax income increased 13% to $641 million. Total client assets reached $2.6 trillion, up 11% year-over-year, with advisory assets of $1.6 trillion, up 16%. Total organic net new assets were $29 billion, representing 5% annualized growth, while recruited assets of $24 billion were down 26% from a year earlier. On the capital side, the company reported corporate cash of $563 million, a leverage ratio of 1.93x, share repurchases of $301 million, and dividends paid of $24 million. Management is on track to complete the Commonwealth Financial Network conversion in the fourth quarter of 2026, with asset retention now expected at approximately 83% and estimated run-rate EBITDA of $415 million. The company narrowed its 2026 core G&A outlook to $2,140-2,160 million, including Commonwealth-related expenses, and declared a $0.30 per share dividend payable November 30, 2026. The results are furnished under Item 2.02 in Exhibit 99.1 and are not deemed filed under Section 18 of the Exchange Act.

Oct 27, 2026 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

LPL Financial Holdings 8-K Report, Financial Results (Jul 30, 2026)

LPL Financial Holdings Inc. (Nasdaq: LPLA) reported second quarter 2026 results for the three months ended June 30, 2026, in a press release furnished as Exhibit 99.1. Net income was $379 million, or $4.74 per diluted share, compared with $273 million, or $3.40 per share, in the second quarter of 2025. Adjusted EPS rose 29% year-over-year to $5.84, gross profit increased 24% to $1,618 million, and total client assets grew 34% to $2.6 trillion. Organic net new assets were $23 billion, representing 4% annualized growth, and recruited assets were $25 billion. The company resumed share repurchases, buying back $309 million in the second quarter and planning approximately $300 million for the third quarter. On July 23, 2026, the Board approved a $2.5 billion increase to the share repurchase authorization. The Board also declared a $0.30 per share dividend payable August 28, 2026. Management lowered its 2026 Core G&A outlook to $2,140-2,165 million, including expenses related to Commonwealth. The Commonwealth Financial Network acquisition remains on track for conversion in the fourth quarter of 2026, with expected asset retention of approximately 90% and estimated run-rate EBITDA raised from $410 million to $435 million. The leverage ratio was 1.91x, and corporate cash was $430 million at quarter end.

Jul 30, 2026 8-K

LPL Financial Holdings 8-K Report, Bylaw Amendment (May 15, 2026)

LPL Financial Holdings Inc. reported two items in this Form 8-K. On May 14, 2026, its Board adopted the Eighth Amended and Restated Bylaws, effective the same day. The amendments align the bylaws with developments in Delaware law and jurisprudence, clarify the Board's authority to postpone, reschedule or cancel stockholder meetings, codify director qualification procedures, revise requirements for director nominations and other business proposals, clarify the powers of the Board and meeting chair to regulate conduct at meetings, and add provisions allowing the Board to operate with reduced procedural requirements during an emergency as defined in the Delaware General Corporation Law. The filing says the bylaws also include other ministerial and conforming changes. The complete text is filed as Exhibit 3.1. At its 2026 annual meeting on May 14, 2026, stockholders elected all eleven director nominees to serve until the 2027 annual meeting. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the current fiscal year, approved the advisory vote on named executive officer compensation described in the April 2, 2026 proxy statement, and approved three charter amendments: removing supermajority voting requirements, providing for officer exculpation to the fullest extent permitted by Delaware law, and removing the corporate opportunities provision. Each proposal was approved by the votes reported in the filing. The officer exculpation amendment received the narrowest margin among the charter proposals, with 60,866,391 votes for, 12,880,740 against and 36,104 abstentions. The other charter amendments and the say-on-pay proposal drew far fewer opposing votes. Individual director vote totals show some nominees received substantially more against votes than others, with Anne M. Mulcahy receiving 4,559,791 votes against and Albert J. Ko receiving 139,076.

May 15, 2026 8-K

LPL Financial Holdings 8-K Report, Financial Results (Apr 30, 2026)

LPL Financial Holdings Inc. (Nasdaq: LPLA) filed this Form 8-K under Item 2.02 to furnish its press release announcing results for the three months ended March 31, 2026. Net income was $356 million, or $4.43 diluted EPS, up 4% from a year ago; Adjusted EPS rose 9% year-over-year to $5.60. Total revenue was $4,938,434 thousand, up 35% from the prior-year quarter, and Gross Profit increased 25% year-over-year to $1,593 million. Core G&A increased 29% year-over-year to $532 million, and the company lowered the upper end of its 2026 Core G&A outlook by $20 million to a range of $2,155-2,190 million. Business metrics were mixed. Total client assets increased 30% year-over-year to $2.3 trillion, with advisory assets at 59.5% of the total, up from 54.5% a year earlier. Total organic net new assets were $21 billion, representing 4% annualized growth, but recruited assets fell 55% year-over-year to $17 billion. Total client cash balances were $59 billion, down $2 billion sequentially. The leverage ratio was 1.86x and corporate cash was $567 million. On corporate actions, the company said the Commonwealth Financial Network conversion is on track for the fourth quarter of 2026, with estimated run-rate EBITDA lowered from $425 million to $410 million. It also announced an agreement in April to lead the acquisition of Mariner Advisor Network, resumed share repurchases with about $125 million planned for the second quarter, and declared a $0.30 per share dividend payable June 4, 2026.

Apr 30, 2026 8-K

LPL Financial Holdings 8-K Report, Financial Results (Jan 29, 2026)

LPL Financial Holdings Inc. (Nasdaq: LPLA) filed this Form 8-K under Item 2.02 to furnish its press release announcing results for the three and twelve months ended December 31, 2025. For the fourth quarter, the company reported net income of $301 million, or $3.74 diluted EPS, up 4% from a year earlier, and adjusted EPS rose 23% year-over-year to $5.23. Gross profit increased 26% to $1,542 million, core G&A increased 27% to $536 million, and adjusted pre-tax income increased 36% to $559 million. For the full year, net income was $863 million, or $10.92 diluted EPS, down 22% from 2024, while adjusted EPS rose 22% to $20.09. Operating metrics were strong. Total advisory and brokerage assets increased 36% year-over-year to $2.4 trillion, and advisory assets reached 58.8% of total assets. Organic net new assets were $23 billion for the quarter (4% annualized) and $147 billion for the full year (8% growth rate). Total client cash balances were $61 billion, and the leverage ratio was 1.95x at year-end. The company also disclosed that the Commonwealth Financial Network conversion is on track for completion in the fourth quarter of 2026, with expected asset retention of approximately 90% and run-rate EBITDA of approximately $425 million. The board declared a $0.30 per share dividend payable March 24, 2026. The company guided 2026 core G&A to $1,775-1,820 million before Commonwealth, or $2,155-2,210 million including Commonwealth-related expenses. Fourth-quarter GAAP results were affected by $78.8 million of acquisition costs, following $538.2 million in the third quarter, which drove the year-over-year swing in reported net income.

Jan 29, 2026 8-K

LPL Financial Holdings 8-K Report, Executive Changes (Jan 8, 2026)

LPL Financial Holdings Inc. (Nasdaq: LPLA) filed this Form 8-K on January 8, 2026 to report two items: a board appointment and a related press release. On January 5, 2026, the Board of Directors elected Somesh Khanna as a director, effective immediately, and the Board determined he is independent under Nasdaq listing standards. Khanna will receive a pro-rated annual service retainer under the non-employee director compensation policy, with cash and restricted common stock awards on February 1, 2026. The restricted shares vest in full on May 13, 2026. The filing does not describe any change to financial results, guidance, or operations. The only business-related disclosure is the board addition itself, which the company furnished via a press release (Exhibit 99.1) dated January 8, 2026, titled "Somesh Khanna Elected to LPL Financial Board of Directors." That release states that Khanna has more than three decades of experience in consulting and financial services, including his tenure at McKinsey & Company beginning in 1998, and that he currently serves as a senior advisor at McKinsey and executive co-chair of Apexon, and on the boards of KeyCorp and Persado. For investors, this is a governance event rather than a financial one. The release describes LPL as supporting over 32,000 financial advisors and servicing approximately $2.3 trillion in brokerage and advisory assets, but these figures are boilerplate company description and are not new results.

Jan 8, 2026 8-K

Regulation FDOther EventsExhibits & Filings

LPL Financial Holdings 8-K Report, Financial Results (Oct 30, 2025)

LPL Financial Holdings Inc. (Nasdaq: LPLA) reported a net loss of $30 million, or $0.37 per diluted share, for the third quarter ended September 30, 2025, compared with net income of $255 million, or $3.39 per share, in the third quarter of 2024. The company attributed the loss to $419 million, or $5.21 per share, of one-time acquisition costs incurred at the closing of its Commonwealth Financial Network acquisition. Excluding these items, the company reported record adjusted EPS of $5.20, up 25% year-over-year, with gross profit up 31% to $1,479 million and adjusted pre-tax income up 35% to $569 million. Total advisory and brokerage assets rose 45% year-over-year to $2.3 trillion, including $275 billion of acquired net new assets from Commonwealth. Organic net new assets were $33 billion, representing 7% annualized growth, which management said included $17 billion from First Horizon Bank onboarding and $6 billion of off-boarded assets tied to the planned separation from large OSJs. Recruited assets were $33 billion for the quarter. Client cash balances reached $56 billion, and the leverage ratio was 2.04x, with corporate cash of $568 million. Management lowered its 2025 Core G&A outlook to a range of $1,860-1,880 million, and the Board declared a $0.30 per share dividend payable December 1, 2025. The filing also notes that the Atria conversion was completed with $115 billion of assets, and that Commonwealth's conversion is expected in the fourth quarter of 2026.

Oct 30, 2025 8-K

LPL Financial Holdings 8-K Report, Regulation FD Disclosure (Aug 1, 2025)

LPL Financial Holdings Inc. (NASDAQ: LPLA) reported under Item 7.01 and Item 8.01 that on August 1, 2025, it completed its previously announced acquisition of CFN Holding Company, LLC, a Massachusetts limited liability company referred to as Commonwealth, through its wholly owned subsidiary LPL Holdings, Inc. The accompanying press release (Exhibit 99.1) describes Commonwealth as a wealth management firm supporting approximately 3,000 advisors managing $305 billion in assets, with the value approximated based on asset and holding details provided to LPL as of June 30, 2025. The press release states that Commonwealth CEO Wayne Bloom joins the LPL management committee as a managing director while retaining his role as Commonwealth's chief executive officer, and that Commonwealth will operate as a wholly-owned portfolio company. LPL states it remains on track to achieve a 90% retention target, and the onboarding of Commonwealth advisors to LPL's platform is expected to be completed in the fourth quarter of 2026. The acquisition was originally announced on March 31, 2025. The press release's forward-looking statements caution that assets serviced by Commonwealth advisors may not translate into LPL assets, that advisors and institutions may not transition, and that expected benefits may not materialize. Morgan Stanley & Co. LLC acted as exclusive financial advisor to LPL, and Goldman Sachs & Co. LLC acted as exclusive financial advisor to Commonwealth.

Aug 1, 2025 8-K

Leadership ChangesExhibits & Filings

LPL Financial Holdings 8-K Report, Financial Results (Jul 31, 2025)

LPL Financial Holdings Inc. (Nasdaq: LPLA) reported net income of $273 million, or $3.40 per diluted share, for the three months ended June 30, 2025, up 5% from $3.23 a year earlier, and down from $4.24 in the prior quarter. Adjusted EPS rose 16% year-over-year to $4.51, gross profit increased 21% to $1,304 million, core G&A increased 15% to $426 million, and adjusted pre-tax income increased 23% to $490 million. Total advisory and brokerage assets increased 28% year-over-year to $1.9 trillion, while total organic net new assets were $21 billion, representing 5% annualized growth. Recruited assets fell 24% year-over-year to $18 billion. The company lowered its 2025 core G&A outlook to $1,720-1,750 million, excluding costs related to Commonwealth, and raised the range by $160-170 million to include Commonwealth acquisition costs, for an updated total of $1,880-1,920 million. Management expects to close the Commonwealth Financial Network acquisition on August 1, 2025, which supports approximately 3,000 advisors and about $305 billion of brokerage and advisory assets, with conversion expected in the fourth quarter of 2026. First Horizon Bank is expected to onboard in the third quarter of 2025, bringing roughly 120 advisors and about $17 billion of assets. The leverage ratio was 1.23x and corporate cash was $3.6 billion, and the board declared a $0.30 per share dividend payable August 29, 2025. Key figures to weigh include client cash balances of $51 billion, which fell $2 billion sequentially but rose $7 billion year-over-year, and total debt that rose to $7.22 billion from $5.72 billion in the prior quarter. Share repurchases were nil in the quarter, compared with $100.0 million in the first quarter of 2025.

Jul 31, 2025 8-K

LPL Financial Holdings 8-K Report, Executive Changes (Jul 3, 2025)

LPL Financial Holdings Inc. filed a Form 8-K reporting a departure and consulting arrangement for its former Chief Legal Officer and Corporate Secretary, Althea Brown. As previously disclosed on May 3, 2025, Ms. Brown submitted her resignation from these roles. On July 2, 2025, the Company entered into a Consulting Agreement with her under which she will provide consulting services, including supporting the transition of her chief legal officer responsibilities to her interim successor, through September 20, 2025. Under the Consulting Agreement, the Company will waive Ms. Brown's obligation to repay approximately $270,000 related to her sign-on bonus and reimbursed relocation expenses under her offer letter. Her previously issued and outstanding restricted stock units will continue to vest according to their terms for the duration of the consulting term, because of her continuing service relationship. The agreement also includes a general release of claims by Ms. Brown against the Company. For investors, this filing is a leadership transition item rather than a financial-performance disclosure. It identifies an interim successor for the legal function and sets a defined end date for Ms. Brown's transitional role. The filing's material financial terms are the waiver of about $270,000 in repayment obligations and the continued vesting of her equity awards during the term.

Jul 3, 2025 8-K

LPL Financial Holdings 8-K Report, Executive Changes (Jun 3, 2025)

LPL Financial Holdings Inc. (LPLA) filed this Current Report on Form 8-K under Item 5.02, disclosing a leadership change in its legal function. On May 30, 2025, Althea Brown submitted her resignation as Chief Legal Officer and Corporate Secretary, effective June 30, 2025, when she will depart the Company. Ms. Brown told the Company's leadership that she has made a personal decision to take a career break after more than 28 years in executive positions. According to the filing, Ms. Brown will support the development of a transition plan while the Company initiates a search for a successor. The filing states she was a named executive officer in the Company's most recent proxy statement, so her departure is a change to the senior executive team. The filing does not describe any replacement arrangements or any separation terms beyond her stated departure date. For investors, the disclosure is a senior executive transition rather than a financial event. The key items to monitor are the appointment of a successor and the transition plan's timing, since the legal and corporate secretary roles are both vacant from July 2025 until a replacement is named.

Jun 3, 2025 8-K

Shareholder Matters

LPL Financial Holdings 8-K Report, Shareholder Vote Results (May 23, 2025)

LPL Financial Holdings Inc. filed this Form 8-K to report the results of its 2025 annual meeting of stockholders, held on May 22, 2025, under Item 5.07 (Submission of Matters to a Vote of Security Holders). Stockholders elected all ten director nominees to serve until the 2026 annual meeting. The nominees were Edward C. Bernard, H. Paulett Eberhart, William F. Glavin, Jr., Albert J. Ko, Allison H. Mnookin, Anne M. Mulcahy, James S. Putnam, Richard P. Schifter, Richard Steinmeier, and Corey E. Thomas. Each nominee received a large majority of votes for, though several received more votes against than others. For example, Eberhart received 1,630,018 votes against, while Ko received 22,131. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the current fiscal year, with 67,787,387 votes for, 2,417,716 against, and 13,166 abstentions. In a nonbinding advisory vote, stockholders approved the compensation of the named executive officers, as disclosed in the company's definitive proxy statement filed on Schedule 14A on March 25, 2025. That proposal received 64,289,292 votes for, 2,181,183 against, and 78,771 abstentions, with 3,669,023 broker non-votes. The filing reports shareholder voting outcomes only and does not disclose financial results, transactions, or changes in business strategy. Investors seeking financial performance details would need to consult other company filings.

May 23, 2025 8-K

Material AgreementsFinancial EventsOther Events+1

LPL Financial Holdings 8-K Report, Financial Results (May 8, 2025)

LPL Financial Holdings Inc. reported first-quarter 2025 results on May 8, 2025, as disclosed in Exhibit 99.1 to this Form 8-K. Net income was $319 million, or $4.24 per diluted share, up 11% from a year ago. Adjusted EPS rose 22% year-over-year to $5.15, gross profit increased 19% to $1,273 million, and adjusted pre-tax income increased 23% to $509 million. Total advisory and brokerage assets increased 25% year-over-year to $1.8 trillion, and total organic net new assets were $71 billion, representing 16% annualized growth. The company stated that $27 billion of Prudential Advisors assets and $16 billion of Wintrust assets onboarded during the quarter, and that prior to these impacts organic net new assets were $29 billion, a 7% annualized growth rate. The company announced a definitive agreement to acquire Commonwealth Financial Network, which supports approximately 3,000 advisors and $285 billion of brokerage and advisory assets, with closing expected in the second half of 2025 and conversion expected in mid-2026. To help fund the cash consideration, the company issued $1.7 billion of common stock at $320 per share in April 2025 and $1.50 billion of senior unsecured notes in April 2025. The leverage ratio was 1.82x, corporate cash was $621 million, and the company repurchased $100 million of shares. The Board declared a $0.30 per share dividend payable June 12, 2025. The company also lowered the upper end of its 2025 Core G&A outlook range by $15 million to $1,730 million to $1,765 million, excluding Commonwealth costs.

May 8, 2025 8-K

LPL Financial Holdings 8-K Report, Material Agreement (Apr 3, 2025)

LPL Holdings, Inc., a wholly-owned subsidiary of LPL Financial Holdings Inc. (the Guarantor), completed on April 3, 2025 the issuance of $500,000,000 aggregate principal amount each of 4.900% Senior Notes due 2028, 5.150% Senior Notes due 2030, and 5.750% Senior Notes due 2035, totaling $1.5 billion. The notes are senior unsecured obligations of LPL Holdings, fully and unconditionally guaranteed on a senior unsecured basis by LPL Financial Holdings Inc., and were registered under the companies' Form S-3 shelf registration statement. The underwriting agreement was dated April 1, 2025. The company intends to use the net proceeds, together with net proceeds from the Guarantor's common stock offering that closed on April 2, 2025, available cash, and borrowings under its revolving credit facility, to finance the acquisition of Commonwealth Financial Network ("Commonwealth") and, to the extent any proceeds remain, for general corporate purposes. The notes carry a special mandatory redemption feature: if the Commonwealth acquisition is not consummated on or before December 28, 2025, if the company notifies the trustee it will not pursue the acquisition, or if the purchase agreement is terminated without consummation, all outstanding notes must be redeemed at 101% of principal plus accrued interest.

Apr 3, 2025 8-K

Other EventsExhibits & Filings

LPL Financial Holdings 8-K Report, Corporate Update (Apr 2, 2025)

LPL Financial Holdings Inc. filed this Form 8-K to report the closing of a public offering of its common stock. On March 31, 2025, the company entered into an underwriting agreement with Morgan Stanley & Co. LLC, as representative of the underwriters, for 4,687,500 shares of common stock, par value $0.001 per share, at a public offering price of $320.00 per share. The underwriters also held a 30-day option for up to 703,125 additional shares on the same terms, which they exercised in full on April 1, 2025, bringing the total sold and issued in the offering to 5,390,625 shares. The offering closed on April 2, 2025. The offering was made under the company's Form S-3 shelf registration statement (File No. 333-285503), initially filed with the SEC on March 3, 2025 and declared effective on March 25, 2025. The underwriting agreement contains customary representations, warranties, covenants, closing conditions, indemnification obligations (including under the Securities Act of 1933), and termination provisions. The filing attaches the underwriting agreement as Exhibit 1.1 and a legality opinion from Ropes & Gray LLP as Exhibit 5.1. For investors, the key facts are the offering size, the per-share price, and the full exercise of the underwriters' option, which together define the share issuance disclosed in this filing. The filing itself does not state the use of proceeds or the company's reasons for the offering.

Apr 2, 2025 8-K

Material AgreementsRegulation FDExhibits & Filings

LPL Financial Holdings 8-K Report, Material Agreement (Mar 31, 2025)

On March 28, 2025, LPL Financial Holdings Inc. (through its wholly owned subsidiary LPL Holdings, Inc.) entered into an Equity Purchase Agreement to acquire all outstanding interests of Commonwealth Financial Network (CFN Holding Company, LLC) from Gratitude Holdings, Inc. and Odd Couple, Inc. The purchase price is $2.7 billion in cash, subject to customary adjustments. Commonwealth supports approximately 2,900 independent financial advisors managing approximately $285 billion of brokerage and advisory assets. The closing is subject to conditions including FINRA approval, expiration or termination of the Hart-Scott-Rodino waiting period, and maintenance of minimum regulatory net capital at Commonwealth Equity Services, Inc. The transaction is expected to close in the second half of 2025, and the conversion to the LPL platform is expected to be completed in mid-2026. The agreement may be terminated if the transaction is not consummated by December 28, 2025, which may be extended by 90 days if closing conditions are unsatisfied. LPL plans to fund the purchase with corporate cash, borrowings under its revolving credit facility, and proceeds from potential debt and equity issuances. It has obtained a commitment from Morgan Stanley Senior Funding, Inc. for a 364-day senior unsecured bridge facility with an initial principal amount of $2.6 billion, to be reduced by certain net cash proceeds from debt or equity transactions. The company expects credit agreement leverage of roughly 2.25x at closing, with a near-term path to reduce leverage to the midpoint of its stated 1.5x to 2.5x range. LPL's presentation estimates run-rate EBITDA accretion of approximately $415 million or more when fully ramped, against estimated onboarding and integration costs of approximately $485 million and an estimated technology spend of approximately $155 million. The filing also furnishes a press release and investor presentation dated March 31, 2025. Commonwealth's founder, Joseph Deitch, will assume an advisory role to LPL's Board of Directors, and Commonwealth CEO Wayne Bloom will join LPL's Management Committee and lead a new Office of Advisor Advocacy. Commonwealth will retain its brand as part of LPL.

Mar 31, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

LPL Financial Holdings 8-K Report, Executive Changes (Mar 6, 2025)

LPL Financial Holdings Inc. filed this Form 8-K on March 6, 2025 under Item 5.02, reporting executive leadership and compensation changes. On February 28, 2025, the Board of Directors appointed Katharine Reeping, age 48, as Chief Accounting Officer. Effective with her appointment, she serves as the Company's principal accounting officer, reporting to Matthew Audette, President and Chief Financial Officer and principal financial officer, who previously held the principal accounting officer role. Ms. Reeping has been Senior Vice President, Corporate Controller at the Company since August 2022. Her prior roles include Senior Vice President of Financial Reporting & Analysis at PNC (May 2018 to June 2022), Vice President of Financial Reporting at PNC (May 2014 to May 2018), and about ten years at E*TRADE Financial. She began her career at Deloitte, holds a bachelor's degree in Accounting from Penn State University, is a certified public accountant, and holds a Series 99 designation. The filing also states that, effective March 3, 2025, the Company approved compensation for Ms. Reeping with total target annual compensation of $874,000, consisting of a $380,000 annual base salary, a $228,000 target annual cash bonus opportunity, and a target annual long-term incentive award with a grant date value of $266,000. For investors, the filing is primarily a routine succession and compensation disclosure rather than a change in financial results or strategy.

Mar 6, 2025 8-K

LPL Financial Holdings 8-K Report, Material Agreement (Feb 26, 2025)

LPL Holdings, Inc., a wholly-owned subsidiary of LPL Financial Holdings Inc. (LPLA), completed on February 26, 2025 the issuance and sale of $750.0 million aggregate principal amount of 5.200% Senior Notes due 2030 and $500.0 million aggregate principal amount of 5.650% Senior Notes due 2035. The notes were issued under a November 17, 2023 base indenture with U.S. Bank Trust Company, National Association as trustee, as supplemented by fourth and fifth supplemental indentures dated February 26, 2025. The notes are senior unsecured obligations of LPL Holdings, Inc. and are fully and unconditionally guaranteed on a senior unsecured basis by LPL Financial Holdings Inc. The offering was registered under the companies' shelf registration statement on Form S-3. The company intends to use the net proceeds to repay outstanding borrowings under its revolving credit facility and for general corporate purposes. The 2030 Notes mature March 15, 2030, and may be redeemed before February 15, 2030 at a make-whole price based on the Treasury Rate plus 15 basis points, and at par plus accrued interest thereafter. The 2035 Notes mature March 15, 2035, and may be redeemed before December 15, 2034 at a make-whole price based on the Treasury Rate plus 20 basis points, and at par plus accrued interest thereafter. Interest on both series is payable semi-annually on March 15 and September 15, beginning September 15, 2025. The filing also reports the notes' creation as a direct financial obligation under Item 2.03. The full terms are qualified by reference to the indentures and forms of notes filed as exhibits, including an opinion of Ropes & Gray LLP.

Feb 26, 2025 8-K

Other EventsExhibits & Filings

LPL Financial Holdings 8-K Report, Corporate Update (Feb 25, 2025)

LPL Financial Holdings Inc. (the "Company") and its wholly owned subsidiary LPL Holdings, Inc. ("LPL Holdings") entered into an underwriting agreement dated February 24, 2025, with representatives of the underwriters named therein. Under the agreement, LPL Holdings agreed to issue and sell $750,000,000 aggregate principal amount of senior notes due 2030 bearing interest at 5.200% per year, at an issue price of 99.856% of par, and $500,000,000 aggregate principal amount of senior notes due 2035 bearing interest at 5.650% per year, at an issue price of 99.783% of par. The offering is a registered public offering under the Company's and LPL Holdings' Form S-3 registration statement, and the consummation of the offering is subject to customary closing conditions. The Notes will be fully and unconditionally guaranteed on a senior and unsecured basis by the Company. LPL Holdings intends to use the net proceeds to repay outstanding borrowings under its revolving credit facility and for general corporate purposes. This filing is a short Item 8.01 (Other Events) notice. The underwriting agreement itself is filed as Exhibit 1.1, and the filing also includes a Cover Page Interactive Data File as Exhibit 104.

Feb 25, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

LPL Financial Holdings 8-K Report, Financial Results (Jan 30, 2025)

LPL Financial Holdings Inc. furnished a press release (Exhibit 99.1) under Item 2.02 reporting results for the three and twelve months ended December 31, 2024. For the fourth quarter, net income was $271 million, or $3.59 diluted EPS, up 26% from a year ago; adjusted EPS rose 21% year-over-year to $4.25, and adjusted EBITDA rose 22% to $585 million. For full year 2024, net income was $1.1 billion, or $14.03 diluted EPS, up 2%, while adjusted EPS increased 5% to $16.51 and adjusted EBITDA increased 7% to $2.22 billion. Growth in the business was driven by asset gains. Total advisory and brokerage assets increased 29% year-over-year to $1.7 trillion, and total organic net new assets were $68 billion in the fourth quarter, including $40 billion from Prudential Advisors. Recruited assets reached a record $79 billion in the quarter and $149 billion for the year. Advisor count rose to 28,888. Leverage ratio was 1.89x at quarter-end, and corporate cash was $479 million. The company also declared a $0.30 per share dividend payable March 25, 2025 to holders of record as of March 11, 2025. Management outlined 2025 Core G&A growth of 6% to 8% before the Prudential and Atria impacts, or $1,730 million to $1,780 million including them. The Wintrust onboarding, the pending Investment Center acquisition, and the Atria conversion expected in mid-2025 were also noted.

Jan 30, 2025 8-K/A

LPL Financial Holdings 8-K/A Report, Material Agreement (Dec 9, 2024)

LPL Financial Holdings Inc. announced the closing of a leverage-neutral transaction that refinances its existing Term Loan B facility with a new Term Loan A facility. Under the ninth amendment to its amended and restated credit agreement, dated December 5, 2024, the Borrower, LPL Holdings, Inc., refinanced the $1,019,175,000 outstanding under Term Loan B with a new $1,020,000,000 Term Loan A. The company expects the refinancing to produce annual cash interest expense savings of approximately $4 million. The amendment also changes the credit agreement's security and covenant terms. It releases the subsidiary guarantors' guarantees and all security interests and liens securing the Borrower's obligations, and it suspends certain restrictive covenants. The Term Loan A matures on December 5, 2026, carries no required amortization, mandatory prepayments (other than debt incurrence prepayment events), or prepayment premiums, and remains subject to the same maximum Consolidated Total Debt to Consolidated EBITDA and minimum Consolidated EBITDA to Consolidated Interest Expense financial covenants as the existing revolving facility, with equity cure rights. The filing is Amendment No. 1 and states that it was filed solely to add Item 2.03 and Item 9.01 tags to the Current Report submitted on December 5, 2024, with no substantive changes to the previously provided disclosures.

Dec 9, 2024 8-K

LPL Financial Holdings 8-K Report, Executive Changes (Dec 9, 2024)

LPL Financial Holdings Inc. disclosed that it entered into a Settlement Agreement and General Release with Dan H. Arnold, its former President and Chief Executive Officer, on December 8, 2024. The Board had terminated Mr. Arnold for "Cause" on October 1, 2024, and had deferred the automatic forfeiture of a portion of his vested stock options pending a satisfactory settlement. Under the agreement, Mr. Arnold may retain 47,994 of those options (the "Retained Options"), which the filing values at $12.0 million using the $327.56 closing stock price on December 6, 2024. The remaining 98,432 options will be forfeited. The agreement includes a general release of claims against the Company, along with non-competition, non-disparagement and non-solicitation provisions. The non-competition and non-solicitation provisions run until September 30, 2025. Mr. Arnold may exercise the Retained Options from December 16, 2024 through December 31, 2024. The filing states that he was not entitled to severance under the Severance Plan and that his other equity awards were automatically forfeited upon termination. The filing states that the value of the Retained Options represents approximately 15% of the aggregate value of the severance benefits and equity awards he would have been entitled to receive or retain had he been terminated "Without Cause" or "For Good Reason" on October 1, 2024. For investors, the filing mainly shows how the Company resolved the executive departure and the post-termination equity treatment, with restrictive covenants in place through September 30, 2025.

Dec 9, 2024 8-K

Material Agreements

LPL Financial Holdings 8-K Report, Material Agreement (Dec 5, 2024)

LPL Financial Holdings Inc. announced the closing of a leverage neutral transaction to refinance its existing Term Loan B facility with a new Term Loan A facility, which the company expects to produce annual cash interest expense savings of approximately $4 million. Under the ninth amendment to its amended and restated credit agreement, dated December 5, 2024, the Borrower refinanced the $1,019,175,000 outstanding under its Term Loan B with a new $1,020,000,000 Term Loan A maturing December 5, 2026. The amendment also releases the subsidiary guarantors' guarantees and all security interests and liens securing the Borrower's obligations under the Credit Agreement, and suspends certain restrictive covenants. The Term Loan A bears interest at a floating rate of Adjusted Term SOFR plus 137.5 basis points as of December 5, 2024, compared with Adjusted Term SOFR plus 175 basis points under the Term Loan B, and carries no required amortization, mandatory prepayments (other than debt incurrence prepayment events), or prepayment premiums. The Borrower must still comply with a maximum Consolidated Total Debt to Consolidated EBITDA ratio and a minimum Consolidated EBITDA to Consolidated Interest Expense ratio, tested quarterly, which are the same financial performance covenants applicable to the existing revolving facility, subject to equity cure rights.

Dec 5, 2024 8-K

LPL Financial Holdings 8-K Report, Financial Results (Oct 30, 2024)

LPL Financial Holdings Inc. (Nasdaq: LPLA) reported third quarter 2024 results in a press release furnished as Exhibit 99.1 to this Form 8-K. Net income was $255.3 million, or $3.39 per diluted share, compared with $224.3 million, or $2.91 per diluted share, in the third quarter of 2023. Adjusted EPS rose to $4.16 from $3.74, total revenue reached $3,108.4 million versus $2,522.4 million a year earlier, and Adjusted EBITDA was $566.2 million. Total advisory and brokerage assets were $1.6 trillion, with advisory assets of $892.0 billion. Total organic net new assets were $27.0 billion, including a $6 billion outflow tied to a planned separation from misaligned large OSJs. The company closed its acquisition of Atria Wealth Solutions in October 2024, which supports about 2,200 advisors and manages about $110 billion of assets, and raised Atria's estimated run-rate EBITDA to $150 million from $140 million at announcement. It also agreed to acquire The Investment Center, a firm with about 240 advisors and about $9 billion of assets, with closing expected in the first half of 2025. The Prudential retail wealth management onboarding was on track for the fourth quarter. The company tightened its 2024 Core G&A outlook to $1,475 million to $1,485 million and raised the range by $35 million to $40 million to $1,510 million to $1,525 million to include Atria and Prudential costs. Capital position and shareholder returns were also highlighted. The leverage ratio was 1.61x, and corporate cash was $708 million. The company plans to resume share repurchases in the fourth quarter of 2024, with about $100 million of repurchases planned, and the Board declared a $0.30 per share dividend payable December 2, 2024 to holders of record as of November 14, 2024. The filing also notes a potential SEC settlement that would require an $18.0 million civil monetary penalty related to the company's anti-money laundering compliance program, which was recorded as a charge in the quarter.

Oct 30, 2024 8-K

LPL Financial Holdings 8-K Report, Executive Changes (Oct 21, 2024)

LPL Financial Holdings Inc. (Nasdaq: LPLA) announced on October 17, 2024 that its Board of Directors appointed Rich Steinmeier as Chief Executive Officer, effective immediately. Steinmeier had served as interim CEO since October 1, 2024, and the Board also elected him as a director to fill the vacancy created by Dan Arnold's resignation. Matthew Audette was appointed President and Chief Financial Officer, effective immediately, expanding his prior role as CFO, a position he has held since 2015, and his responsibilities as Head of Business Operations since February 2023. The Board approved compensation for both executives, effective October 21, 2024. Steinmeier's arrangements provide total target annual compensation of $12.0 million, consisting of a $900,000 base salary, a $2.7 million target annual cash bonus, and a long-term incentive award with a grant date value of $8.4 million. Audette's arrangements provide total target annual compensation of $8.0 million, consisting of a $750,000 base salary, a $1.875 million target annual cash bonus, and a long-term incentive award with a grant date value of $5.375 million. Both remain eligible for the LPL Financial LLC Executive Severance Plan. A press release dated October 21, 2024 announcing the appointments is furnished as Exhibit 99.1 under Item 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act. In the release, Chair Jim Putnam described the CEO appointment as reflecting the Board's succession plan and noted that LPL's organic growth rate has more than doubled since Steinmeier joined the company in 2018.

Oct 21, 2024 8-K

LPL Financial Holdings 8-K Report, Executive Changes (Oct 1, 2024)

On October 1, 2024, LPL Financial Holdings Inc. (Nasdaq: LPLA) announced that its Board of Directors terminated Dan H. Arnold, President and Chief Executive Officer, for cause, effective immediately. The Board said the termination followed an investigation by outside counsel, which determined that Mr. Arnold made statements to employees that violated the Company's Code of Conduct. Mr. Arnold also resigned from the Board on the same date, and the Board accepted his resignation. The Board appointed Rich Steinmeier, the Company's Managing Director and Chief Growth Officer, as Interim Chief Executive Officer, effective immediately. Mr. Steinmeier, 50, has held his current role since May 2024 and previously served as Divisional President, Business Strategy and Growth from August 2018 to April 2024. The filing states there are no changes to his existing compensation arrangements in connection with the interim role. The filing states that Mr. Arnold is not entitled to severance under the Executive Severance Plan. His outstanding equity awards are subject to automatic forfeiture under the Incentive Plans, and the balance of his equity awards has been forfeited. The Board deferred forfeiture of a portion of his vested stock options, subject to negotiation of a settlement agreement satisfactory to the Board. If no satisfactory agreement is reached, those options will be forfeited. The press release quotes Board Chair James Putnam and states that the Board has confidence in Mr. Steinmeier and the management team to ensure a smooth transition.

Oct 1, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

LPL Financial Holdings 8-K Report, Financial Results (Jul 25, 2024)

LPL Financial Holdings Inc. (Nasdaq: LPLA) reported second-quarter 2024 results for the three months ended June 30, 2024, in a press release furnished as Exhibit 99.1. Net income was $244 million, or $3.23 per diluted share, compared with $286 million, or $3.65 per share, in the second quarter of 2023. Adjusted EPS decreased 2% year-over-year to $3.88. Total revenue was $2.93 billion, and gross profit increased 9% year-over-year to $1,079 million. Adjusted EBITDA increased 2% year-over-year to $533 million, while core G&A rose 10% to $371 million. Operating momentum was solid. Total advisory and brokerage assets increased 21% year-over-year to $1.5 trillion, and advisory assets reached $829 billion, representing 55.4% of total assets. Total organic net new assets were $29 billion, equal to 8% annualized growth. Advisor count rose to 23,462, up 578 sequentially and 1,520 year-over-year. Client cash balances declined to $44 billion, down $6 billion year-over-year, and fell to 2.9% of total assets. On the balance sheet, the company issued $1 billion of senior unsecured notes, including $500 million of 5.700% notes due 2027 and $500 million of 6.000% notes due 2034, with proceeds for general corporate purposes including financing the Atria Wealth Solutions acquisition. The leverage ratio was 1.68x, corporate cash was $684 million, and the Board declared a $0.30 per share dividend payable August 23, 2024.

Jul 25, 2024 8-K

LPL Financial Holdings 8-K Report, Material Agreement (May 20, 2024)

LPL Holdings, Inc., a wholly-owned subsidiary of LPL Financial Holdings Inc. (the Guarantor), completed on May 20, 2024 the issuance of $500 million of 5.700% Senior Notes due 2027 and $500 million of 6.000% Senior Notes due 2034. The notes are senior unsecured obligations of LPL Holdings, fully and unconditionally guaranteed on a senior unsecured basis by LPL Financial Holdings Inc. Net proceeds are intended for general corporate purposes, including repaying outstanding revolving credit facility borrowings and financing the acquisition of Atria Wealth Solutions, Inc. (the Atria Acquisition). The 2027 Notes carry a special mandatory redemption at 101% of principal, plus accrued interest, if the Atria Acquisition is not consummated on or before March 7, 2025, if the company notifies the trustee it will not pursue the acquisition, or if the purchase agreement is terminated without consummation. The 2034 Notes are not subject to this special mandatory redemption. Both series pay interest semi-annually beginning November 20, 2024 and are redeemable before their par call dates at the greater of a make-whole price and par. Separately, LPL Holdings entered into an eighth amendment to its credit agreement, increasing the revolving credit facility from $2 billion to $2.25 billion and extending its maturity to the fifth anniversary of the Effective Date. The notes were issued under the company's shelf registration statement on Form S-3.

May 20, 2024 8-K

Regulation FDOther EventsExhibits & Filings

LPL Financial Holdings 8-K Report, Regulation FD Disclosure (May 14, 2024)

LPL Financial Holdings Inc. filed this Form 8-K on May 14, 2024 to report two items. Under Regulation FD, the company said it posted updates to its Debt Information webpage and its Q2 2024 Outlook Summary on its investor relations site, investor.lpl.com. The filing does not describe the content of those updates. The main news is a debt offering. On May 13, 2024, the company and its wholly owned subsidiary LPL Holdings, Inc. entered into an underwriting agreement to issue and sell $500 million of senior notes due 2027 at a 5.700% coupon and an issue price of 99.962% of principal, and $500 million of senior notes due 2034 at a 6.000% coupon and an issue price of 99.703% of principal. The offering is registered under a Form S-3 and is subject to customary closing conditions. The Company fully and unconditionally guarantees the notes on a senior, unsecured basis. LPL Holdings intends to use the net proceeds for general corporate purposes, including repaying outstanding borrowings under its revolving credit facility and financing the acquisition of Atria Wealth Solutions, Inc.

May 14, 2024 8-K

Shareholder Matters

LPL Financial Holdings 8-K Report, Shareholder Vote Results (May 10, 2024)

LPL Financial Holdings Inc. filed this Form 8-K to report the results of its 2024 annual meeting of stockholders, held May 9, 2024. Stockholders elected all ten director nominees, each to serve until the 2025 annual meeting. The filing reports vote counts for each nominee; for example, Dan H. Arnold received 66,582,976 votes for and 309,869 against, while Richard P. Schifter received the most votes against among nominees at 4,031,402. Stockholders also ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the current fiscal year, with 68,433,699 shares voting for, 2,157,403 against, and 14,204 abstaining. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers as disclosed in the proxy statement filed on Schedule 14A on March 28, 2024, with 64,656,343 shares for, 2,225,660 against, and 27,830 abstaining, plus 3,695,473 broker non-votes. The filing is a voting-results report under Item 5.07 and does not disclose new financial results, transactions, or strategic changes.

May 10, 2024 8-K

LPL Financial Holdings 8-K Report, Financial Results (Apr 30, 2024)

LPL Financial Holdings Inc. (Nasdaq: LPLA) reported first-quarter 2024 results in a press release furnished as Exhibit 99.1 to this Form 8-K. Net income was $289 million, or $3.83 diluted earnings per share, down 10% from a year ago. Adjusted EPS decreased 6% year-over-year to $4.21, gross profit increased 5% to $1,066 million, core G&A increased 11% to $364 million, and adjusted EBITDA decreased 5% to $541 million. Total advisory and brokerage assets rose 23% year-over-year to $1.44 trillion, and total organic net new assets were $17 billion, representing 5% annualized growth. The company also announced a definitive agreement to acquire Atria Wealth Solutions, which supports about 2,400 advisors and manages roughly $100 billion of brokerage and advisory assets, with closing expected in the second half of 2024. A transition of the Wintrust wealth management business, covering about 85 advisors and $16 billion of assets, is expected to onboard in the first quarter of 2025. The Crown Capital wealth management business, with about 125 advisors and roughly $5 billion of assets, was acquired in April 2024. The Board declared a $0.30 per share dividend payable June 4, 2024. For investors, the quarter shows strong asset growth and advisor recruiting, with advisor count at 22,884, alongside lower year-over-year earnings. Client cash balances fell to $46 billion, and the filing notes a $50 million SEC civil penalty expected to be paid in the second quarter of 2024 under a settlement in principle.

Apr 30, 2024 8-K

Corporate ChangesExhibits & Filings

LPL Financial Holdings 8-K Report, Executive Changes (Feb 29, 2024)

LPL Financial Holdings Inc. filed this Current Report on Form 8-K, dated February 26, 2024, to disclose a leadership change tied to an organizational realignment of certain business functions. On February 26, 2024, the company determined to proceed with that realignment, and as a result Kabir Sethi will depart the company effective March 31, 2024. Mr. Sethi serves as Managing Director, Chief Product Officer of LPL Financial LLC and was a named executive officer in the company's most recent filing that required executive compensation disclosure. The filing is limited to this personnel and restructuring disclosure under Item 5.02 and does not include financial results, guidance, or other quantitative information. Its significance for investors lies mainly in the departure of a named executive officer and the stated reorganization of certain business functions, with the filing itself giving no further detail on the scope or financial impact of that realignment. The report was signed by Gregory M. Woods, Secretary, and dated February 29, 2024. Common stock trades under the symbol LPLA on the Nasdaq Global Select Market.

Feb 29, 2024 8-K

LPL Financial Holdings 8-K Report, Bylaw Amendment (Feb 20, 2024)

On February 15, 2024, the Board of Directors of LPL Financial Holdings Inc. amended and restated the Company's bylaws, adopting the Seventh Amended and Restated Bylaws, effective that date. The Board stated the changes were made in connection with the effectiveness of SEC universal proxy card rules and amendments to the Delaware General Corporation Law, and followed a routine review of the Company's corporate governance policies and practices. The principal revisions concern stockholder director nominations and meeting procedures. Section 1.2 now addresses Rule 14a-19, requiring advance notice of director nominations to state a stockholder's intent to solicit proxies for nominees other than the Company's, and setting consequences for noncompliance, including disregarding proxies and requiring evidence of compliance upon request. The Company may also require nominees to furnish independence information, and is not required to include additional or substitute nominations after the bylaw deadlines. Other changes conform Section 1.4 to the DGCL on adjournment communications, reserve the white color proxy card for exclusive Company use under Section 1.8, and remove the requirement under Section 1.11 for a stockholder list at stockholder meetings. The Board also made clarifying and conforming changes to other sections. The filing is governance-focused and does not report financial results, transactions, or financial figures. Its significance for investors lies in how the amended bylaws may affect the process by which stockholders nominate directors or solicit proxies at future meetings.

Feb 20, 2024 8-K

Regulation FDExhibits & Filings

LPL Financial Holdings 8-K Report, Regulation FD Disclosure (Feb 13, 2024)

On February 13, 2024, LPL Financial Holdings Inc. (Nasdaq: LPLA) announced it had entered into a definitive purchase agreement to acquire Atria Wealth Solutions, Inc., a New York-headquartered wealth management solutions holding company. The agreement was signed on February 12, 2024. Atria supports approximately 2,400 advisors and 150 banks and credit unions, managing approximately $100 billion of brokerage and advisory assets. Atria operates broker-dealer subsidiaries focused on independent financial advisors and institutions. Under the agreement, Atria will transition its brokerage and advisory assets currently custodied with its broker-dealer network to the LPL platform. The broker-dealers include CUSO Financial Services and Sorrento Pacific Financial, which focus on banks and credit unions, and Cadaret Grant, NEXT Financial Group, SCF Securities, Western International Securities and Grove Point Financial, which support independent financial professionals. LPL expects to close the transaction in the second half of 2024, with conversion expected to be completed in mid-2025, subject to regulatory approval and other conditions. Morgan Stanley & Co. LLC is acting as LPL's financial advisor. The filing also notes that LPL posted an investor presentation on its website titled "LPL Financial to Acquire Atria Wealth Solutions," along with updates to its Q4 2023 Investor Presentation and Q4 2023 Outlook Summary. The filing does not state the purchase price. The forward-looking statements caution that closing depends on regulatory approvals, advisor and institution recruitment, and retention of client assets.

Feb 13, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

LPL Financial Holdings 8-K Report, Financial Results (Feb 1, 2024)

LPL Financial Holdings Inc. (Nasdaq: LPLA) reported fourth-quarter 2023 net income of $218 million, or $2.85 per diluted share, down 28% from a year ago, while adjusted EPS decreased 17% year-over-year to $3.51. Gross profit rose 4% year-over-year to $1,007 million, but Core G&A increased 11% to $364 million and EBITDA decreased 17% to $445 million. Total advisory and brokerage assets increased 22% year-over-year to $1.35 trillion, and total organic net new assets were $25 billion, representing 8% annualized growth. For the full year 2023, net income was $1.1 billion, or $13.69 per diluted share, up 32%, and adjusted EPS increased 36% to $15.72. Full-year gross profit rose 26% to $4.03 billion, Core G&A rose 15% to $1.37 billion (within the outlook range of $1,350 million to $1,370 million), and EBITDA increased 30% to $1.99 billion. Total organic net new assets were $100 billion, a 9% growth rate. The company also completed an investment grade debt debut, issuing $750 million of 6.750% senior unsecured notes due 2028. Looking ahead, the company expects 2024 Core G&A growth of approximately 6.25% to 8.75%, or $1,455 million to $1,490 million, before expenses associated with the Prudential Financial, Inc. relationship, which is expected to onboard toward the end of 2024. The Board declared a $0.30 per share dividend payable March 26, 2024 to stockholders of record as of March 12, 2024. Share repurchases were $225 million in the fourth quarter and $1.1 billion for the full year.

Feb 1, 2024 8-K

LPL Financial Holdings 8-K Report, Material Agreement (Nov 17, 2023)

LPL Holdings, Inc., a wholly-owned subsidiary of LPL Financial Holdings Inc. (the Guarantor), completed the issuance and sale of $750 million aggregate principal amount of 6.750% Senior Notes due 2028 on November 17, 2023. The notes are senior unsecured obligations of LPL Holdings, fully and unconditionally guaranteed on a senior unsecured basis by LPL Financial Holdings Inc. They were issued under an Indenture dated November 17, 2023 with U.S. Bank Trust Company, National Association, as trustee, and were registered under the companies' shelf registration statement on Form S-3. The company intends to use the net proceeds to repay outstanding borrowings under its revolving credit facility and for general corporate purposes. The notes mature on November 17, 2028, with interest payable semi-annually on May 17 and November 17, beginning May 17, 2024. The Indenture contains customary covenants and events of default. The notes are redeemable at any time before October 17, 2028 at the greater of a make-whole price (based on the Treasury Rate plus 35 basis points) or 100% of principal, plus accrued and unpaid interest. From October 17, 2028 onward, they may be redeemed at 100% of principal plus accrued interest.

Nov 17, 2023 8-K

Regulation FDOther EventsExhibits & Filings

LPL Financial Holdings 8-K Report, Regulation FD Disclosure (Nov 9, 2023)

LPL Financial Holdings Inc. filed this Form 8-K on November 9, 2023 to report two items. First, it posted updates to its Debt Information webpage and its Q4 2023 Outlook Summary on investor.lpl.com, under Regulation FD. Second, on November 8, 2023, the Company and its wholly owned subsidiary LPL Holdings, Inc. entered into an underwriting agreement with representatives of the underwriters named therein. Under the agreement, LPL Holdings agreed to issue and sell $750.0 million in aggregate principal amount of 6.750% senior notes due 2028, at an issue price of 99.929% of principal amount, in a registered public offering under the Company's and LPL Holdings' Form S-3 registration statement. The Company will fully and unconditionally guarantee the notes on a senior, unsecured basis. Closing is subject to customary conditions. LPL Holdings intends to use the net proceeds to repay borrowings under its existing revolving credit facility and for general corporate purposes. The underwriting agreement is filed as Exhibit 1.1.

Nov 9, 2023 8-K

Regulation FDExhibits & Filings

LPL Financial Holdings 8-K Report, Financial Results (Oct 26, 2023)

LPL Financial Holdings Inc. (Nasdaq: LPLA) furnished this Form 8-K under Item 2.02 to report results for the three months ended September 30, 2023, with a press release attached as Exhibit 99.1. The company reported net income of $224 million, or $2.91 per diluted share, compared with $232 million, or $2.86 per share, in the third quarter of 2022. Adjusted EPS rose 19% year-over-year to $3.74, total advisory and brokerage assets increased 19% year-over-year to $1.24 trillion, and total organic net new assets were $33 billion. Total revenue was $2.52 billion, up 17% from the year-ago quarter's $2.16 billion, and gross profit increased 21% year-over-year to $1,010 million. The quarter included a $40.0 million regulatory charge recorded in anticipation of a settlement with the SEC related to the industry-wide investigation into records preservation requirements for electronic communications stored on personal devices. The release states the proposed resolution would involve a $50.0 million civil monetary penalty, with the remainder covered by the company's captive insurance subsidiary. Client cash balances declined to $47 billion, down $19 billion year-over-year, and client cash as a percentage of total assets fell to 3.8% from 6.4% a year earlier. On the business side, the company onboarded the retail brokerage and advisory business of Commerce Bank ($4.7 billion of total assets) and BancWest Investment Services ($7.5 billion), and announced a strategic relationship agreement with Prudential to transition support of Prudential Advisors' brokerage and advisory assets, expected to onboard in the latter part of 2024. The board declared a $0.30 per share dividend payable November 27, 2023.

Oct 26, 2023 8-K

LPL Financial Holdings 8-K Report, Regulation FD Disclosure (Aug 24, 2023)

On August 24, 2023, LPL Financial Holdings Inc. and Prudential Financial, Inc. announced a strategic relationship agreement under which Prudential will move retail brokerage and investment advisory assets for its Prudential Advisors business from the current third-party custodian to LPL Financial, leveraging LPL's broker-dealer and registered investment advisory services. The transition is expected to be completed in the latter part of 2024, subject to regulatory approval and other conditions. Under the arrangement, LPL will expand its technology platform and servicing model to serve the more than 2,600 Prudential Advisors financial professionals, who will continue to work with clients in all 50 states. Prudential states the agreement is intended to streamline back-office resource demands while preserving local advisor support, a robust leads program, and flexibility in business models for advisors. The company also posted an investor presentation titled "Prudential Advisors to Join LPL Financial's Enterprise Platform" on its website, along with updates to its Q2 2023 Investor Presentation and Q3 2023 Outlook Summary. The press release is furnished under Item 7.01 and is not deemed filed for Section 18 purposes. The filing's forward-looking statements caution that completion, asset transfer, advisor transition, and expected benefits are not assured.

Aug 24, 2023 8-K

Leadership ChangesShareholder Matters

LPL Financial Holdings 8-K Report, Financial Results (Jul 27, 2023)

LPL Financial Holdings Inc. (Nasdaq: LPLA) reported second quarter 2023 results for the three months ended June 30, 2023, as furnished in Exhibit 99.1 press release. Net income was $286 million, or $3.65 per diluted share, compared with $161 million, or $1.97 per share, in the second quarter of 2022 and $339 million, or $4.24 per share, in the prior quarter. Adjusted EPS was $3.94, up 76% year-over-year. Total revenue was $2.47 billion, up 21% from a year ago, and gross profit was $990 million, up 39% year-over-year. EBITDA was $519 million, up 67% year-over-year. Operating metrics were strong. Total advisory and brokerage assets reached $1.24 trillion, up 16% year-over-year, and total organic net new assets were $22 billion, representing 7.4% annualized growth. Advisor count rose to 21,942, up 1,071 year-over-year. Total client cash balances fell to $50 billion, down $20 billion year-over-year, with client cash as a percentage of total assets at 4.0%, down from 6.5% a year ago. Corporate cash was $325 million, the leverage ratio was 1.25x, and the company repurchased $350 million of shares and paid $23 million in dividends during the quarter. The company also disclosed an agreement to acquire the wealth management business of Crown Capital Securities, L.P., a firm with about 260 advisors serving about $6.5 billion of brokerage and advisory assets, and raised the low end of its 2023 Core G&A outlook range by $10 million to $1,345 million to $1,370 million. The Board declared a $0.30 per share dividend payable August 25, 2023.

Jul 27, 2023 8-K

LPL Financial Holdings 8-K Report, Executive Changes (May 12, 2023)

LPL Financial Holdings Inc. reported two items in this 8-K. First, on May 11, 2023, the Board appointed Matthew Audette, the Company's Chief Financial Officer and Head of Business Operations, as principal accounting officer. Brent Simonich, the previous principal accounting officer, was appointed the same day to serve as Chief Risk Officer. The filing states that no new compensatory arrangements will be entered into with Mr. Audette in connection with this appointment, and it incorporates his biographical information by reference from the 2022 Annual Report on Form 10-K filed February 23, 2023. Second, the Company held its 2023 annual meeting of stockholders on May 11, 2023, where all four proposals were acted upon. Stockholders elected ten directors to serve until the 2024 annual meeting. Each nominee received more votes for than against, with the lowest for-vote count being 65,094,517 for James S. Putnam, who also drew the highest against count of 3,185,199 among nominees. Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the current fiscal year, with 68,932,683 shares voting for and 3,358,209 against. Stockholders also approved, on an advisory, non-binding basis, the compensation of the named executive officers, with 66,292,741 shares for and 1,949,741 against, and 4,008,116 broker non-votes. On the frequency of future say-on-pay votes, the largest number of shares, 67,504,645, favored an annual vote, and stockholders approved an annual frequency.

May 12, 2023 8-K

LPL Financial Holdings 8-K Report, Financial Results (Apr 27, 2023)

LPL Financial Holdings Inc. (Nasdaq: LPLA) reported first-quarter 2023 results for the three months ended March 31, 2023, as described in Exhibit 99.1, a press release dated April 27, 2023. Net income was $339 million, or $4.24 per diluted share, compared with $134 million, or $1.64 per share, in the first quarter of 2022 and $319 million, or $3.95 per share, in the prior quarter. Adjusted EPS was $4.49, up 130% year-over-year. Total revenue was $2,417.8 million, up 17% from a year ago, and gross profit was $1,020 million, up 52%. EBITDA was $564 million, up 111%. Operating metrics were mixed. Total advisory and brokerage assets were $1.18 trillion, up 1% year-over-year, while advisory assets decreased 1% to $621 billion. Total organic net new assets were $21 billion, representing 7.5% annualized growth. Client cash balances fell $10 billion sequentially to $55 billion, and their share of total assets declined to 4.6% from 5.8% in the prior quarter. Advisor count reached 21,521, up 1,430 year-over-year. Capital actions included $275 million of share repurchases and $24 million of dividends paid, with corporate cash of $234 million and a leverage ratio of 1.34x. The company also declared a $0.30 per share dividend payable June 1, 2023. The release highlights a credit rating upgrade: S&P raised LPL to BBB- on April 5, 2023, making it investment grade with both rating agencies. Management also noted the pending onboarding of BMO's Bank of the West and Commerce Bank assets in the second half of 2023, and said BancWest Investment Services is expected to join the Institution Services platform in that period.

Apr 27, 2023 8-K

LPL Financial Holdings 8-K Report, Executive Changes (Feb 16, 2023)

LPL Financial Holdings Inc. (Nasdaq: LPLA) filed this Form 8-K on February 16, 2023 to report an organizational realignment of certain business functions, which the Company determined to proceed with on February 13, 2023. As a result, Dayton Semerjian, managing director and chief customer care officer of LPL Financial LLC and a named executive officer in the Company's most recent executive compensation disclosure, will depart the Company effective March 31, 2023. Under the realignment, Managing Director Matt Enyedi will take on a new role as managing director for Client Success, leading a cross-functional team that combines relationship management and growth functions with service and supervision. Matt Audette, who joined LPL in 2015 as chief financial officer, will take on an expanded role as CFO and head of Business Operations, overseeing risk, compliance, and client operations in addition to the finance organization. The Company states the changes are intended to deliver a more integrated and consistent client experience and operational speed. The filing attaches a press release (Exhibit 99.1) furnished under Regulation FD, which is not deemed filed under Section 18 of the Exchange Act. The press release describes the Company's strategy as focused on the advisor-mediated marketplace and cites more than 21,000 financial advisors supported by the firm.

Feb 16, 2023 8-K

LPL Financial Holdings 8-K Report, Financial Results (Feb 2, 2023)

LPL Financial Holdings Inc. (Nasdaq: LPLA) reported net income of $319 million, or $3.95 per diluted share, for the fourth quarter ended December 31, 2022, compared with $108 million, or $1.32 per share, in the fourth quarter of 2021 and $232 million, or $2.86 per share, in the prior quarter. For the full year 2022, net income was $846 million, or $10.40 per diluted share, up 85% from a year earlier. Fourth-quarter total revenue was $2.33 billion, up 11% year-over-year from $2.09 billion, and gross profit rose 51% to $972 million. Core G&A rose 9% to $327 million in the quarter, and full-year Core G&A of $1.19 billion was within the company's outlook range of $1.185 billion to $1.195 billion. Total advisory and brokerage assets fell 8% year-over-year to $1.11 trillion, driven by a 9% decline in advisory assets to $583 billion, while total organic net new assets were $21 billion for the quarter and $96 billion for the year. Client cash balances rose to $64 billion, up $7 billion year-over-year, and contributed significantly to asset-based revenue. Full-year 2022 EBITDA was $1.53 billion, up 63%. The company also reported a leverage ratio of 1.39x, closed two acquisitions in January 2023, and announced a 2023 Core G&A outlook of $1.335 billion to $1.370 billion, with the quarterly dividend increasing 20% to $0.30 per share beginning in Q1 2023. The filing furnishes a press release as Exhibit 99.1 under Item 2.02 and states that it is not deemed filed for purposes of Section 18 of the Exchange Act. The company also noted that Moody's upgraded LPL to an investment grade rating (Baa3) on November 14, 2022, and that it plans to increase Q1 2023 share repurchases to $250 million.

Feb 2, 2023 8-K

LPL Financial Holdings 8-K Report, Executive Changes (Jan 11, 2023)

LPL Financial Holdings Inc. (Nasdaq: LPLA) filed this Current Report on Form 8-K to disclose that its board of directors elected Albert J. Ko as a director, effective immediately, on January 9, 2023. The Board determined that Mr. Ko is independent under applicable Nasdaq and SEC standards. The filing states he will receive a pro-rated annual service retainer under the Company's non-employee director compensation policy, with cash and restricted common stock awarded on February 1, 2023, and the restricted shares vesting in full on May 10, 2023. The accompanying press release (Exhibit 99.1), furnished under Item 7.01 and not deemed filed for purposes of Section 18 of the Exchange Act, describes Mr. Ko as chief executive officer of Early Warning Services, LLC, owner and operator of the Zelle payments network. It also notes his prior senior executive roles at Intuit Inc., including chief transformation officer, general manager of Mint, and head of product for Intuit's Small Business Group, along with earlier management consulting work at Boston Consulting Group and McKinsey & Company. The release states that he joins as an additional independent director and currently serves on the board of Elation Health, Inc. For investors, this is a routine board addition. The filing discloses no financial results, transactions, or changes to LPL's business. Its main relevance is the addition of a director with payments, fintech, and consumer product experience, which the board chair says will support the company's focus on the evolving needs of its advisors and institutions.

Jan 11, 2023 8-K

LPL Financial Holdings 8-K Report, Financial Results (Oct 27, 2022)

LPL Financial Holdings Inc. (Nasdaq: LPLA) reported net income of $232 million, or $2.86 per diluted share, for the three months ended September 30, 2022, compared with $103 million, or $1.26 per share, in the third quarter of 2021 and $161 million, or $1.97 per share, in the prior quarter. Total revenue was $2.16 billion, up 7% year-over-year, and gross profit was $838 million, up 33% year-over-year. EPS prior to amortization of intangible assets and acquisition costs rose 77% year-over-year to $3.13. Total advisory and brokerage assets decreased 8% year-over-year to $1.04 trillion, while total organic net new assets were $20 billion for the quarter, representing 7% annualized growth. Advisor count reached 21,044, up 1,417 year-over-year. The company onboarded the retail brokerage and advisory business of People's United Bank, which had $4.4 billion of total assets, with $3.0 billion transitioned onto its platform in the third quarter. Corporate cash was $424 million and the leverage ratio was 1.72x. Share repurchases totaled $75 million, and the company plans to increase repurchases to $150 million in the fourth quarter. Management lowered its target leverage ratio range to 1.5x to 2.5x and announced $2 billion of share repurchase authorization available beginning in 2023. The Board declared a $0.25 per share dividend payable November 28, 2022. The filing furnishes a press release as Exhibit 99.1 under Item 2.02, which is not deemed filed for purposes of Section 18 of the Exchange Act. The company raised the low end of its 2022 Core G&A outlook by $15 million, to a range of $1,185 million to $1,195 million.

Oct 27, 2022 8-K

Shareholder MattersOther Events

LPL Financial Holdings 8-K Report, Financial Results (Aug 2, 2022)

LPL Financial Holdings Inc. furnished a press release (Exhibit 99.1) announcing its financial results for the three months ended June 30, 2022. Net income was $161 million, or $1.97 per diluted share, compared with $119 million, or $1.46 per share, in the second quarter of 2021 and $134 million, or $1.64 per share, in the prior quarter. The filing reports net income of $160.5 million for the quarter, total revenue of $2.04 billion, and EBITDA of $311 million, with EPS prior to amortization of intangible assets and acquisition costs of $2.24. Operating results showed total advisory and brokerage assets of $1.06 trillion, down from $1.16 trillion in the prior quarter, with total organic net new assets of $37 billion for the quarter. Total client cash balances rose to $70 billion, and the advisor count reached 20,871. Corporate cash was $241 million, the leverage ratio was 2.09x, and the company repurchased $50 million of shares and paid $20 million in dividends. Key updates include the onboarding of the retail brokerage and advisory business of CUNA Brokerage Services, Inc. ($30 billion of total assets, with $25 billion transitioned in Q2), an agreement to acquire the Private Client Group of Boenning & Scattergood (about $5 billion of assets), and an increase in the 2022 Core G&A outlook to $1,170 million to $1,195 million. The Board declared a $0.25 per share dividend payable August 31, 2022.

Aug 2, 2022 8-K

Regulation FD

LPL Financial Holdings 8-K Report, Regulation FD Disclosure (Jun 14, 2022)

LPL Financial Holdings Inc. filed this Form 8-K dated June 14, 2022 under Item 7.01 (Regulation FD Disclosure). The filing reports that on that date the company posted an updated investor presentation to its website, titled "Q1 2022 Investor Presentation," at investor.lpl.com. According to the filing, the presentation includes updates on the company's client cash program. The filing is a brief notice of a regulatory disclosure rather than a financial results release. It does not itself state financial figures, earnings, or guidance. Investors seeking the substance of the client cash program updates would need to review the referenced investor presentation directly. The filing was signed by Gregory M. Woods, Secretary, and lists the company's San Diego, California headquarters and its Nasdaq Global Select Market listing under the ticker LPLA.

Jun 14, 2022 8-K

LPL Financial Holdings 8-K Report, Shareholder Vote Results (May 18, 2022)

LPL Financial Holdings Inc. filed this Form 8-K to report the results of its 2022 annual meeting of stockholders, held May 18, 2022. Stockholders elected all nine director nominees to serve until the 2023 annual meeting, including Dan H. Arnold, Edward C. Bernard, H. Paulett Eberhart, William F. Glavin, Jr., Allison H. Mnookin, Anne M. Mulcahy, James S. Putnam, Richard P. Schifter, and Corey E. Thomas. Each nominee received substantially more votes for than against, with Corey E. Thomas receiving the most votes against (5,221,952) among the nominees. Stockholders also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the current fiscal year, with 73,139,328 votes for, 2,000,483 against, and 25,461 abstentions. In a non-binding advisory vote, stockholders approved the compensation of the named executive officers as disclosed in the proxy statement filed April 8, 2022, with 71,210,875 votes for, 1,428,031 against, and 90,246 abstentions, along with 2,436,120 broker non-votes. Separately, the board of directors declared a cash dividend of $0.25 per share on outstanding common stock, payable June 24, 2022 to stockholders of record on June 9, 2022.

May 18, 2022 8-K