LPLA · LPL Financial Holdings

293 filings

LPLA SEC Filings

LPL Financial Holdings - 293 total filings

Filing record · 2016–202610-K1210-Q338-K120

Showing 1–50 of 293 filings

LPL Financial Holdings Quarterly Report for Q3 Ended Sep 30, 2026

LPL Financial Holdings Inc. reported net income of $356.6 million, or $4.52 per diluted share, for the third quarter of 2026, compared with a net loss of $29.5 million, or $0.37 per diluted share, in the third quarter of 2025. Total revenue was $5,344.0 million, up from $4,552.0 million, and gross profit, a non-GAAP measure, was $1,661.9 million, an increase of 12% from $1,479.3 million. Adjusted EPS was $5.97 compared with $5.20. For the nine months ended September 30, 2026, net income was $1,092.2 million, or $13.68 per diluted share. Results in the prior-year quarter were heavily affected by $538.2 million of acquisition costs tied to the Commonwealth acquisition, which were $83.1 million in the third quarter of 2026. Asset growth remained positive but slowed. Total advisory and brokerage assets were $2.6 trillion at September 30, 2026, and total net new assets were $29.1 billion for the quarter, compared with $307.7 billion a year earlier. Advisory assets reached $1.6 trillion, or 61% of total assets, while brokerage assets had net outflows of $4.0 billion. Advisor headcount was 32,597, and total client cash balances were $56.6 billion. Capital returns and balance sheet metrics were steady. The company repurchased 893,176 shares for $300.6 million in the third quarter and $610.0 million over the nine months, with $2.5 billion remaining under its repurchase program. The Board declared a $0.30 per share dividend payable November 30, 2026. The leverage ratio was 1.93 against a covenant maximum of 4.0, and the interest coverage ratio was 9.34 against a minimum of 3.0. The company expects to complete the conversion of Commonwealth assets in the fourth quarter of 2026.

Oct 29, 2026 8-K

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 10-Q

LPL Financial Holdings Quarterly Report for Q2 Ended Jun 30, 2026

LPL Financial Holdings Inc. reported net income of $379.3 million, or $4.74 per diluted share, for the second quarter of 2026, compared with $273.2 million, or $3.40 per diluted share, for the second quarter of 2025. Total revenue rose to $5,186.6 million from $3,835.0 million, and advisory and brokerage assets served reached $2.6 trillion at June 30, 2026, versus $1.9 trillion a year earlier. Total net new assets were $23.6 billion for the quarter, compared with $20.5 billion in the prior-year quarter, with net new advisory assets of $30.7 billion offset by a net outflow of $7.1 billion in brokerage assets. The company resumed share repurchases in the second quarter, buying back $309.5 million of stock, and the Board authorized a new $2.5 billion repurchase increase on July 23, 2026. Management expects approximately $300 million of repurchases in the third quarter, and $134.3 million had been repurchased from July 1 through July 30, 2026. Corporate debt and other borrowings totaled $7,460.5 million at June 30, 2026, and the leverage ratio was 1.91 against a covenant maximum of 4.0, with interest coverage of 9.16 against a minimum of 3.0. Expense growth was significant: total expense rose to $4,671.1 million from $3,466.2 million, driven largely by advisory and commission expense and higher amortization of other intangibles, and acquisition costs and transition assistance loan amortization remained material. The filing notes that the Commonwealth Financial Network acquisition's assets are expected to convert to the company's platform in the fourth quarter of 2026. Management also declared a $0.30 per share dividend payable August 28, 2026.

Aug 3, 2026 8-K

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 10-Q

LPL Financial Holdings Quarterly Report for Q1 Ended Mar 31, 2026

LPL Financial Holdings Inc. reported net income of $356.4 million, or $4.43 per diluted share, for the first quarter of 2026, compared with $318.6 million, or $4.24 per diluted share, in the first quarter of 2025. Total revenue rose to $4.94 billion from $3.67 billion, and total expense rose to $4.45 billion from $3.25 billion. Gross profit, a non-GAAP measure, was $1.6 billion, up 25% from $1.3 billion. Adjusted EPS was $5.60 versus $5.15 a year earlier. Total advisory and brokerage assets served were $2.3 trillion at March 31, 2026, up from $1.8 trillion a year earlier. Total net new assets were $21.4 billion for the quarter, down from $78.8 billion in the prior-year period, with a net outflow of $4.4 billion in brokerage assets offsetting $25.8 billion of net new advisory assets. The filing attributes the growth in advisory revenue primarily to the Commonwealth acquisition, which was completed August 1, 2025, with Commonwealth assets expected to transition to the Company's platform in the fourth quarter of 2026. At March 31, 2026, corporate debt and other borrowings, net, were $7.18 billion and the Credit Agreement leverage ratio was 1.86, against a maximum covenant of 4.0. The Company repurchased no shares in the first quarter but resumed repurchases in April 2026, with $630.0 million remaining under its program at quarter-end, and declared a $0.30 per share dividend payable June 4, 2026.

May 4, 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 10-K

LPL Financial Holdings Annual Report, Year Ended Dec 31, 2025

LPL Financial Holdings Inc. reported 2025 net income of $863.0 million, or $10.92 per diluted share, down from $1,058.6 million, or $14.03 per diluted share, in 2024. Total revenue rose 37% to $16.99 billion from $12.39 billion, driven by the August 1, 2025 acquisition of Commonwealth Financial Network, which the Company paid for in cash of approximately $2.7 billion at closing. Total advisory and brokerage assets reached $2.4 trillion at December 31, 2025, versus $1.7 trillion a year earlier, with total net new assets of $431.5 billion. Adjusted EPS, a non-GAAP measure, was $20.09 compared with $16.51. The decline in GAAP net income reflected $740.4 million of acquisition costs, including $419.0 million recorded at the Commonwealth closing. Balance sheet and capital activity were significant in 2025. Corporate debt and other borrowings were $7.26 billion at year-end, against $5.49 billion a year earlier, after several senior notes issuances. The Company completed a public equity offering of approximately 5.4 million shares at $320.00 per share, with proceeds of about $1.7 billion used to fund the Commonwealth acquisition. Share repurchases were paused in early 2025 and totaled $100.0 million for the year, with $630.0 million remaining under the authorization. The Company's leverage ratio was 1.95 against a covenant maximum of 4.0, and the Board declared a $0.30 quarterly dividend payable March 24, 2026. Regulatory and operational items include an SEC notice that it had concluded an investigation into the Company's cash management program for corporate advisory accounts and did not intend to recommend enforcement action, announced January 23, 2026. Putative class action lawsuits related to cash sweep programs filed in July 2024 remain pending, and the Company intends to defend them vigorously. Management excluded Commonwealth from its internal control assessment, noting it represented approximately 14% of total assets and 7% of total revenues. The Company also expects to complete the conversion of Commonwealth's assets to its platform in the fourth quarter of 2026.

Feb 23, 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 10-Q

LPL Financial Holdings Quarterly Report for Q3 Ended Sep 30, 2025

LPL Financial Holdings Inc. reported a net loss of $29.5 million, or $0.37 per diluted share, for the third quarter of 2025, compared with net income of $255.3 million, or $3.39 per diluted share, in the third quarter of 2024. The loss was driven by $419.0 million of acquisition-related expenses incurred at the August 1, 2025 closing of Commonwealth Financial Network, for which the company paid approximately $2.7 billion in cash. Excluding these items, adjusted net income was $418.2 million and adjusted EPS was $5.20, compared with $313.4 million and $4.16 a year earlier. Total revenue rose to $4.55 billion from $3.11 billion, and total advisory and brokerage assets reached $2.3 trillion at September 30, 2025, up from $1.6 trillion a year earlier. The quarter's asset growth was strong. Total net new assets were $307.7 billion for the three months ended September 30, 2025, compared with $27.5 billion a year earlier, and included Commonwealth's assets transitioning to the platform. Advisory revenue increased 60% in the quarter and asset-based revenue increased 25%. Expenses rose sharply, with total expense up 66% to $4.59 billion, largely due to acquisition costs. The leverage ratio rose to 2.04 from 1.23 at June 30, 2025, after debt issuance, and the company remained in compliance with its Credit Agreement covenants. Balance sheet changes were significant. Total assets grew to $18.03 billion from $13.32 billion at December 31, 2024, and corporate debt and other borrowings reached $7.52 billion. Stockholders' equity increased to $5.04 billion from $2.93 billion, reflecting an April 2025 equity offering of about $1.7 billion. The company paused share repurchases in anticipation of the Commonwealth deal and said it expects to evaluate resuming them, and its board declared a $0.30 per share dividend payable December 1, 2025.

Nov 3, 2025 8-K

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 10-Q

LPL Financial Holdings Quarterly Report for Q2 Ended Jun 30, 2025

LPL Financial Holdings Inc. reported net income of $273.2 million, or $3.40 per diluted share, for the second quarter of 2025, compared to $243.8 million, or $3.23 per diluted share, for the second quarter of 2024. Total advisory and brokerage assets served reached $1.9 trillion at June 30, 2025, versus $1.5 trillion a year earlier. Total net new assets were $20.5 billion for the quarter, down from $34.0 billion in the same period of 2024, with brokerage assets showing a net outflow of $2.6 billion. Total revenue was $3.84 billion for the quarter, compared to $2.93 billion in the prior-year quarter, and adjusted EPS was $4.51 versus $3.88. The quarter's main event was the closing on August 1, 2025 of the acquisition of Commonwealth Financial Network for a cash payment of approximately $2.7 billion, funded in part by an April 2025 equity offering of approximately $1.7 billion and a $1.5 billion senior notes issuance. Corporate debt and other borrowings rose to $7.18 billion at June 30, 2025, from $5.49 billion at December 31, 2024, and Corporate Cash was $3.62 billion. The Company's leverage ratio fell to 1.23 from 1.82 at March 31, 2025, and it was in compliance with its Credit Agreement covenants. The Company repurchased $100.0 million of shares in the first half of 2025, made no repurchases in the second quarter, and said it paused repurchases in anticipation of the Commonwealth deal and expects to evaluate resuming them. The filing also highlights rising expense pressure: advisory and commission expense was $2.48 billion for the quarter, and promotional expense increased $41.4 million year over year, driven by recruiting and retention costs. Acquisition costs rose to $74.9 million for the quarter from $36.9 million. The Company disclosed an ongoing SEC request for information on its cash management program for corporate advisory accounts, and putative class actions relating to its cash sweep programs remain pending.

Aug 4, 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

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

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 10-Q

LPL Financial Holdings Quarterly Report for Q1 Ended Mar 31, 2025

LPL Financial Holdings Inc. reported first-quarter 2025 net income of $318.6 million, or $4.24 per diluted share, compared with $288.8 million, or $3.83 per diluted share, in the first quarter of 2024. Total revenue was $3.67 billion versus $2.83 billion a year earlier, and advisory and brokerage assets reached $1.8 trillion at March 31, 2025, up from $1.4 trillion. Total net new assets were $78.8 billion for the quarter, compared with $16.7 billion in the prior-year period. Non-GAAP adjusted EPS was $5.15 versus $4.21, and gross profit rose to $1.27 billion from $1.07 billion. The dominant strategic item is the pending acquisition of Commonwealth Financial Network for $2.7 billion, expected to close in the second half of 2025 and subject to regulatory approvals. To fund it, the company completed an offering of approximately 5.4 million shares at $320.00 per share, receiving proceeds of approximately $1.7 billion, and issued $1.5 billion of senior unsecured notes in April 2025. Share repurchases have been paused pending the Commonwealth closing, with $630.0 million remaining under the authorization at March 31, 2025. Balance sheet metrics show the leverage ratio at 1.82 against a covenant maximum of 4.0, and interest coverage at 9.84 against a minimum of 3.0. Corporate debt and other borrowings were $5.72 billion, and Corporate Cash rose to $620.6 million. The filing also discloses an SEC request for information in August 2024 concerning the cash management program for corporate advisory accounts, which the company describes as likely part of an industry-wide inquiry, and putative class action lawsuits filed in July 2024 related to cash sweep programs.

May 9, 2025 8-K

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

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

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

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

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 10-K

LPL Financial Holdings Annual Report, Year Ended Dec 31, 2024

LPL Financial Holdings Inc. (LPLA) reported net income of $1.06 billion, or $14.03 per diluted share, for the year ended December 31, 2024, compared with $1.07 billion, or $13.69 per diluted share, in 2023. Total revenue rose to $12.39 billion from $10.05 billion, and gross profit, a non-GAAP measure, was $4.50 billion versus $4.03 billion. Advisory and brokerage assets reached $1.74 trillion, and total net new assets were $235.6 billion, up from $104.1 billion. The company describes itself as the nation's largest independent broker-dealer, a leading investment advisory firm, and a top custodian, supporting nearly 29,000 financial advisors. Growth was driven by the acquisition of Atria Wealth Solutions, Inc., which closed on October 1, 2024, for an initial cash payment of approximately $859 million plus up to $330 million in contingent consideration, and by the completed transition of Prudential Advisors to the company's platform. Total indebtedness rose to $5.5 billion at year-end, of which $2.1 billion carried floating rates, and the leverage ratio was 1.89 against a covenant maximum of 4.0. Client cash balances were $55.1 billion, and the filing notes that the Federal Reserve reduced rates in the second half of 2024, which the company expects to affect its client cash revenue. The filing also discloses an SEC request for information in August 2024 about the company's cash management program for corporate advisory accounts, which the company describes as likely part of an industry-wide inquiry, and putative class actions filed in July 2024 relating to cash sweep programs. The company paid a $50.0 million SEC penalty in August 2024 and an $18.0 million AML-related civil penalty, which was paid in January 2025. Share repurchases of $170.0 million were made in 2024 after a pause tied to the Atria deal, and $730.0 million remained under the authorization at year-end.

Feb 20, 2025 8-K

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

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

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 10-Q

LPL Financial Holdings Quarterly Report for Q3 Ended Sep 30, 2024

LPL Financial Holdings Inc. reported net income of $255.3 million, or $3.39 per diluted share, for the third quarter of 2024, compared to $224.3 million, or $2.91 per diluted share, for the third quarter of 2023. Total revenue for the quarter was $3,108.4 million versus $2,522.4 million a year earlier. Total advisory and brokerage assets served reached $1.6 trillion at September 30, 2024, compared to $1.2 trillion a year earlier, and total net new assets were $27.5 billion for the quarter versus $33.2 billion in the prior-year period. Non-GAAP adjusted EPS was $4.16 for the quarter, compared to $3.74 in the prior-year quarter. The company closed its acquisition of Atria Wealth Solutions, Inc. on October 1, 2024, for an initial cash payment of approximately $835 million, with potential contingent consideration of up to $230 million tied to retention and up to approximately $100 million tied to other milestones. To fund the deal, LPL used corporate cash and borrowed $910.0 million under its senior secured revolving credit facility. The filing also reports that the Board terminated Dan H. Arnold as President and CEO for "Cause" on October 1, 2024, and named Rich Steinmeier as CEO on October 21, 2024, with Matt Audette named President and Chief Financial Officer. Leverage ratio stood at 1.61 against a covenant maximum of 4.0, and the company states it expects to resume share repurchases in the fourth quarter of 2024, with $830.0 million remaining under its program. The filing also discloses regulatory exposure. The company recorded an $18.0 million charge related to an agreement in principle with the SEC on its anti-money laundering program, paid a $50.0 million civil monetary penalty in August 2024 related to records preservation, and received an SEC request for information in August 2024 about its cash management program for corporate advisory accounts. Putative class action lawsuits were filed in July 2024 concerning its cash sweep programs, which the company intends to defend vigorously.

Nov 4, 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 10-Q

LPL Financial Holdings Quarterly Report for Q2 Ended Jun 30, 2024

LPL Financial Holdings Inc. reported second-quarter 2024 net income of $243.8 million, or $3.23 per diluted share, compared with $285.5 million, or $3.65 per diluted share, in the second quarter of 2023. Total revenue for the quarter was $2.93 billion, up 19% from $2.47 billion a year earlier, and total advisory and brokerage assets served reached $1.5 trillion at June 30, 2024, versus $1.2 trillion a year earlier. Net new assets were $34.0 billion for the quarter, compared with $21.7 billion in the prior-year period. Non-GAAP adjusted EPS was $3.88 versus $3.94, and gross profit rose 9% to $1.1 billion. The company's balance sheet grew substantially during the period. On May 20, 2024, it issued $500.0 million of 5.700% senior notes due 2027 and $500.0 million of 6.000% senior notes due 2034. Corporate debt and other borrowings, net, rose to $4.44 billion at June 30, 2024, from $3.73 billion at December 31, 2023, and the leverage ratio was 1.68 against a covenant maximum of 4.0. The company paused share repurchases in the first quarter of 2024 in connection with its planned acquisition of Atria Wealth Solutions, Inc., for an initial purchase price of approximately $805 million, with closing expected in the second half of 2024. Quarterly dividends remained at $0.30 per share. The filing also discloses a regulatory matter: the company reached a settlement in principle with SEC staff over its off-channel communications investigation, under which it expects to pay a $50.0 million civil monetary penalty in the second half of 2024, subject to SEC approval. In July 2024, a putative class action was filed against LPL Financial concerning its cash sweep programs, which the company intends to defend vigorously.

Jul 30, 2024 8-K

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

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

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 10-Q

LPL Financial Holdings Quarterly Report for Q1 Ended Mar 31, 2024

LPL Financial Holdings Inc. reported net income of $288.8 million, or $3.83 per diluted share, for the first quarter of 2024, compared with $338.9 million, or $4.24 per diluted share, for the first quarter of 2023. Total revenue was $2.83 billion, up 17% from $2.42 billion, and total advisory and brokerage assets served reached $1.4 trillion at March 31, 2024, versus $1.2 trillion a year earlier. Total net new assets were $16.7 billion, compared with $24.5 billion in the same period of 2023, with net new brokerage assets falling to $0.5 billion from $9.9 billion. Client cash revenue declined to $352.4 million from $418.3 million on lower average client cash balances, and interest expense on borrowings rose to $60.1 million from $39.2 million. The company is pending an acquisition of Atria Wealth Solutions, Inc. for an initial purchase price of approximately $805 million, with closing expected in the second half of 2024 and subject to regulatory approval. LPL paused share repurchases during the quarter because of the planned Atria acquisition, and it repurchased 296,145 shares for $70.0 million in the quarter. The filing also discloses a March 2024 settlement in principle with the SEC over off-channel communications recordkeeping, under which LPL would pay a $50.0 million civil monetary penalty expected to be paid in the second quarter of 2024, subject to definitive documentation and SEC approval. Liquidity metrics were stable. The Leverage Ratio was 1.65 against a covenant maximum of 4.0, and Interest Coverage was 11.02 against a minimum of 3.0. Corporate Cash was $311.1 million, and LPL Financial's net capital was $328.5 million, with excess net capital of $310.4 million. The Board declared a $0.30 per share dividend payable June 4, 2024.

May 2, 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

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 10-K

LPL Financial Holdings Annual Report, Year Ended Dec 31, 2023

LPL Financial Holdings Inc. reported net income of $1.07 billion, or $13.69 per diluted share, for the year ended December 31, 2023, compared with $845.7 million, or $10.40 per diluted share, in 2022. Total revenue rose to $10.05 billion from $8.60 billion, and gross profit, a non-GAAP measure, was $4.0 billion, up 26% from $3.2 billion. Total advisory and brokerage assets reached $1.4 trillion at year-end, up from $1.1 trillion, and total net new assets were $104.1 billion, compared with $95.9 billion in 2022. Client cash revenue grew substantially as federal funds rates rose, even though average client cash balances declined to $48.8 billion from $61.9 billion. The company returned capital to stockholders, repurchasing 5,075,900 shares for a total of $1.1 billion and paying $92.2 million in dividends. Total corporate debt and other borrowings stood at $3.7 billion at year-end, and the leverage ratio rose to 1.63 from 1.39. In November 2023 the company issued $750.0 million of 6.750% senior unsecured notes due 2028. Management also disclosed a $40.0 million regulatory charge in anticipation of a potential SEC settlement over records preservation for communications on personal devices, against a proposed $50.0 million civil penalty, with the settlement not yet reached. The filing describes pending strategic events, including a definitive agreement to acquire Atria Wealth Solutions, Inc., expected to close in the second half of 2024 with conversion in mid-2025, and a Prudential strategic relationship under which Prudential Advisors' brokerage and advisory assets are expected to transition to LPL in the second half of 2024, subject to regulatory approval.

Feb 21, 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

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

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

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 10-Q

LPL Financial Holdings Quarterly Report for Q3 Ended Sep 30, 2023

LPL Financial Holdings Inc. reported net income of $224.3 million, or $2.91 per diluted share, for the third quarter of 2023, compared with $232.3 million, or $2.86 per diluted share, for the third quarter of 2022. For the nine months ended September 30, 2023, net income was $848.7 million, or $10.82 per diluted share, versus $526.6 million, or $6.47 per diluted share, a year earlier. Total revenue for the quarter was $2,522.4 million, up 17% from $2,163.1 million. Non-GAAP gross profit was $1.0 billion, an increase of 21% from $837.7 million, and adjusted EPS was $3.74 compared with $3.13. Client cash revenue, which rose to $360.5 million in the quarter from $295.0 million, was a key driver, reflecting higher federal funds rates partly offset by lower average client cash balances. Total advisory and brokerage assets served reached $1.2 trillion at September 30, 2023, and total net new assets were $33.2 billion for the quarter, compared with $19.9 billion a year earlier. Results were affected by a $40.0 million regulatory charge recorded in other expense related to an SEC civil investigation into records preservation for electronic communications stored on personal devices. The filing states the staff proposed a $50.0 million civil monetary penalty, but the company has not yet reached a settlement in principle, and the charge reflects the portion not covered by its captive insurance subsidiary. The company remained within its Credit Agreement covenants, with a leverage ratio of 1.26 against a maximum of 4.00 and interest coverage of 14.26 against a minimum of 3.00. It repurchased $250.0 million of stock in the third quarter and $875 million over the nine months, leaving $1.1 billion under its repurchase program. The Board declared a $0.30 per share dividend payable November 27, 2023. The filing also describes a strategic relationship agreement announced August 24, 2023, under which Prudential Advisors' brokerage and advisory assets are expected to transfer to LPL Financial LLC in the second half of 2024, subject to regulatory approval and other conditions.

Oct 31, 2023