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What changed in LPL Financial Holdings Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of LPL Financial Holdings Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+345 added−344 removedSource: 10-K (2026-02-23) vs 10-K (2025-02-20)

Top changes in LPL Financial Holdings Inc.'s 2025 10-K

345 paragraphs added · 344 removed · 290 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

73 edited+6 added−12 removed94 unchanged
Biggest changeBy expanding our reach and sourcing efforts and implementing diverse recruitment methods, we seek to create a workforce representative of the communities and partners we serve. We continue to invest in talent recruitment channels to introduce emerging talent to the opportunities within wealth management and financial services.
Biggest changeTo reach a diverse pool of talent, we are continually in 7 Table of Contents the market and take a multi-faceted approach to recruiting in pursuit of diverse, entrepreneurial and dedicated team members. By expanding our reach and sourcing efforts and implementing diverse recruitment methods, we seek to create a workforce representative of the communities and partners we serve.
We are steadfast in our commitment to the advisor-mediated model and the belief that investors deserve access to personalized guidance from a financial advisor. We believe advisors should have the freedom to choose the business model, services and technology they need and to manage their client relationships.
We are steadfast in our commitment to the advisor-mediated model and the belief that investors deserve access to personalized guidance from a financial advisor. We believe advisors should have the freedom to choose the business model, services and technology they need to manage their client relationships.
Professional services offerings are delivered through a combination of digital and employee-powered solutions that provide expertise to increase business-level growth and operational efficiency across areas such as marketing, finance, and business operations. Business optimizer offerings are primarily digital solutions that designed to support risk management, business continuity and succession planning.
Professional services offerings are delivered through a combination of digital and employee-powered solutions that provide expertise to increase business-level growth and operational efficiency across areas such as marketing, finance, and business operations. Business optimizer offerings are primarily digital solutions that are designed to support risk management, business continuity and succession planning.
Retirement Plan Services Regulation Certain subsidiaries, including LPL Financial, LPL Enterprise, LPL Employee Services, LLC, PTC, Fiduciary Trust Company of New Hampshire and LPLIA, are subject to ERISA, Section 4975 of the Code, and to regulations promulgated under ERISA or the Code, insofar as the subsidiaries provide services with respect to plan clients, or otherwise deal with plan clients, plan participants and retirement, health and educational accounts that are subject to ERISA or Section 4975 of the Code.
Retirement Plan Services Regulation Certain of our subsidiaries, including LPL Financial, LPL Enterprise, LPL Employee Services, LLC, PTC, Fiduciary Trust Company of New Hampshire and LPLIA, are subject to ERISA, Section 4975 of the Code, and to regulations promulgated under ERISA or the Code, insofar as the subsidiaries provide services with respect to plan clients, or otherwise deal with plan clients, plan participants and retirement, health and educational accounts that are subject to ERISA or Section 4975 of the Code.
Finally, our professional development and recruitment efforts include targeted outreach to and collaborations with organizations that serve historically underserved and underrepresented populations. We closely monitor employee turnover across a variety of dimensions to evaluate our effectiveness in retaining personnel.
Finally, our professional development and recruitment efforts include outreach to and collaborations with organizations that serve historically underserved and underrepresented populations. We closely monitor employee turnover across a variety of dimensions to evaluate our effectiveness in retaining personnel.
Our practice management and training services include: • personalized business consulting that helps eligible advisors and program leadership enhance the value and operational efficiency of their businesses; • advisory and brokerage consulting and financial planning to support advisors in growing their businesses through our broad range of products and fee-based offerings and wealth management services; • marketing strategies, including campaign templates, to enable advisors to build awareness of their services and capitalize on opportunities in their local markets; • our Liquidity & Succession program, which offers expanded solutions to advisors seeking to monetize their businesses, free themselves from entrepreneurial burdens through the sale of their practices or simplify their businesses through partial book sales; • an advisor loan program for advisors looking to buy another practice; • transition services to help advisors establish independent practices and migrate client accounts to us; and • in-person and virtual training and educational programs on topics including technology, use of advisory platforms and business development.
Our practice management and training services include: • personalized business consulting that helps eligible advisors and program leadership enhance the value and operational efficiency of their businesses; • advisory and brokerage consulting and financial planning to support advisors in growing their businesses through our broad range of products and fee-based offerings and wealth management services; • marketing strategies, including campaign templates, to enable advisors to build awareness of their services and capitalize on opportunities in their local markets; • our Liquidity & Succession program, which offers expanded solutions to advisors seeking to monetize their businesses, free themselves from entrepreneurial burdens through the sale of their practices or simplify their businesses through partial book sales; • an advisor loan program for advisors looking to buy another practice; 3 Table of Contents • transition services to help advisors establish independent practices and migrate client accounts to us; and • in-person and virtual training and educational programs on topics including technology, use of advisory platforms and business development.
Additionally, the net capital rule and certain FINRA rules impose requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and require prior notice to the SEC and FINRA for certain capital withdrawals.
Additionally, the Uniform Net Capital Rule and certain FINRA rules impose requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and require prior notice to the SEC and FINRA for certain capital withdrawals.
In addition, the DOL has finalized a “Retirement Security Rule” that would broaden the definition of fiduciary advice and modify the prohibited transaction exemptions in effect as of the date of this Annual Report that enable investment advice fiduciaries to receive compensation on transactions as a result of fiduciary recommendations to a plan covered by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), IRA or other account covered by Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”).
In addition, the DOL has finalized a “Retirement Security Rule” that would broaden the definition of fiduciary advice and modify the prohibited transaction exemptions in effect as of the date of this Annual Report that enable investment advice fiduciaries to receive compensation on transactions as a result of fiduciary recommendations to a plan covered by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), IRA or other accounts covered by Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”).
For the year ended December 31, 2024, no single relationship with our independent advisor practices or institutions accounted for more than 2% of our advisory and commission revenue, and no single advisor accounted for more than 1% of our advisory and commission revenue. • The largest variable component of our expense, advisor payout percentages, is directly linked to revenue generated by our advisors. • A portion of our revenue is not asset-based or correlated with the equity financial markets.
For the year ended December 31, 2025, no single relationship with our independent advisor practices or institutions accounted for more than 2% of our advisory and commission revenue, and no single advisor accounted for more than 1% of our advisory and commission revenue. • The largest variable component of our expense, advisor payout percentages, is directly linked to revenue generated by our advisors. • A portion of our revenue is not asset-based or correlated with the equity financial markets.
Like advisors who are licensed with LPL Financial, advisors who are licensed with LPL Enterprise must be approved through our assessment process and enter into a representative agreement that establishes the duties and responsibilities of each party. Finally, we provide support to approximately 4,000 additional financial advisors who are affiliated and licensed with insurance companies.
Like advisors who are licensed with LPL Financial, advisors who are licensed with LPL Enterprise must be approved through our assessment process and enter into a representative agreement that establishes the duties and responsibilities of each party. Finally, we provide support to approximately 4,200 additional financial advisors who are affiliated and licensed with insurance companies.
The DOL’s prohibited transaction exemption 2020-03 (“PTE 2020-02”) provides broad exemptive relief for receiving variable or transaction-based compensation, and certain other “prohibited transactions,” in connection with fiduciary investment advice to investors using covered accounts if certain conditions are met.
The DOL’s prohibited transaction exemption 2020-02 (“PTE 2020-02”) provides broad exemptive relief for receiving variable or transaction-based compensation, and certain other “prohibited transactions,” in connection with fiduciary investment advice to investors using covered accounts if certain conditions are met.
The comprehensive and increasingly automated nature of our offering enables our advisors to focus on their clients while successfully and efficiently managing the complexities of running their own practice. Integrated Technology Solutions We provide our technology and service to advisors through an integrated technology platform that is cloud-based and web-accessible.
The comprehensive and increasingly automated nature of our offering enables our advisors to focus on their clients while successfully and efficiently managing the complexities of running their own practice. Integrated Technology Solutions We provide our technology and services to advisors through an integrated technology platform that is cloud-based and web-accessible.
Our team of risk and compliance employees assists our advisors through: • training and advising advisors on new products, new regulatory guidelines, compliance and risk management tools, security policies and procedures and best practices; • advising on sales practice activities and facilitating the supervision of activities by branch managers; 3 Table of Contents • conducting technology-enabled surveillance of trading activities and sales practices; • monitoring of registered investment adviser activities for advisors who are investment adviser representatives of LPL Financial or LPL Enterprise; and • inspecting branch offices and advising on how to strengthen compliance procedures.
Our team of risk and compliance employees assists our advisors through: • training and advising advisors on new products, new regulatory guidelines, compliance and risk management tools, security policies and procedures and best practices; • advising on sales practice activities and facilitating the supervision of activities by branch managers; • conducting technology-enabled surveillance of trading activities and sales practices; • monitoring of registered investment adviser activities for advisors who are investment adviser representatives of LPL Financial or LPL Enterprise; and • inspecting branch offices and advising on how to strengthen compliance procedures.
Section 4975 of the Code prohibits certain transactions involving “plans” (as defined in Section 4975(e)(1), which include, for example, IRAs and certain Keogh plans) and service providers, including fiduciaries (as defined in Section 4975(e)(3)), to such plans. Section 4975 imposes excise taxes for violations of these prohibitions.
Section 4975 of the Code prohibits certain transactions involving “plans” (as defined in Section 4975(e)(1), which include, for example, IRAs and certain Keogh plans) and “disqualified persons” to such plans, such as service providers, including fiduciaries (as defined in Section 4975(e)(3)), to such plans. Section 4975 imposes excise taxes for violations of these prohibitions.
In addition, sanctions administered by the United States Office of Foreign Asset Control prohibit U.S. persons from doing business with blocked persons and entities or certain sanctioned countries. We have established policies, procedures and systems designed to comply with these regulations and work continuously to improve and strengthen our regulatory compliance mechanisms.
In addition, sanctions administered by the United States Office of Foreign Asset Control prohibit U.S. persons from doing business with blocked persons and entities or certain sanctioned countries. We have established policies, 11 Table of Contents procedures and systems designed to comply with these regulations and work continuously to improve and strengthen our regulatory compliance mechanisms.
In addition, we maintain relationships with community partners with the goal of broadening the pool of talented applicants so that we can truly reach the best candidates. Regulation The financial services industry is subject to extensive regulation by U.S. federal, state and international government agencies as well as various self-regulatory organizations.
In addition, we maintain relationships with community partners with the goal of broadening the pool of talented applicants so that we can truly reach the best candidates. 8 Table of Contents Regulation The financial services industry is subject to extensive regulation by U.S. federal, state and international government agencies as well as various self-regulatory organizations.
On February 13, 2023, a federal court issued a decision that invalidated, in part, the DOL’s interpretation of who qualifies as a fiduciary under ERISA in providing a rollover recommendation. We operate our business in compliance with a number of DOL prohibited transaction exemptions, including PTE 2020-02, where applicable.
On February 13, 2023, a federal court issued a decision that invalidated, in part, the DOL’s interpretation of who qualifies as a fiduciary under ERISA in providing a rollover recommendation. We operate our business in compliance with a 10 Table of Contents number of DOL prohibited transaction exemptions, including PTE 2020-02, where applicable.
In general, an acquisition of 10% or more of our common stock, or another acquisition of “control” as defined in OCC regulations, may require OCC 11 Table of Contents approval. These laws and regulations are designed to serve specific bank regulatory and supervisory purposes and are not meant for the protection of PTC, PTC Holdings, Inc., LPLFH or their stockholders.
In general, an acquisition of 10% or more of our common stock, or another acquisition of “control” as defined in OCC regulations, may require OCC approval. These laws and regulations are designed to serve specific bank regulatory and supervisory purposes and are not meant for the protection of PTC, PTC Holdings, Inc., LPLFH or their stockholders.
Under these requirements, our broker-dealer subsidiaries are currently required to maintain minimum net capital that is in excess of or equal to the minimum net capital calculated and required pursuant to the Exchange Act’s net capital rule. The SEC, FINRA, CFTC and NFA impose rules that require notification when net capital falls below certain predefined criteria.
Under these requirements, our broker-dealer subsidiaries are currently required to maintain minimum net capital that is in excess of or equal to the minimum net capital calculated and required pursuant to the Uniform Net Capital Rule. The SEC, FINRA, CFTC and NFA impose rules that require notification when net capital falls below certain predefined criteria.
Advisors associated with Independent RIAs retain 100% of their advisory fees, and 2 Table of Contents in return, we charge separate fees for custody, trading, administrative and support services. In addition, some financial advisors associated with Independent RIAs are registered representatives of LPL Financial and access our fully-integrated brokerage platform under standard terms.
Advisors associated with Independent RIAs retain 100% of their advisory fees, and in return, we charge separate fees for custody, trading, administrative and support services. In addition, some financial advisors associated with Independent RIAs are registered representatives of LPL Financial and access our fully-integrated brokerage platform under standard terms.
The Company’s most significant wholly owned subsidiaries are described below: • LPL Holdings, Inc. is a direct subsidiary of LPL Financial Holdings Inc. and is an intermediate holding company of our business. • LPL Financial LLC (“LPL Financial”) is a clearing broker-dealer and an investment adviser that clears and settles customer transactions. • LPL Enterprise, LLC (“LPL Enterprise”) is a limited product shelf introducing broker-dealer and registered investment advisor that supports a portion of the Company’s institutional businesses, providing brokerage and investment advisory services to the clients of those institutional businesses. • LPL Insurance Associates, Inc.
The Company’s most significant wholly owned subsidiaries are described below: • LPL Holdings, Inc. is a direct subsidiary of LPL Financial Holdings Inc. and is an intermediate holding company of our business. • LPL Financial LLC (“LPL Financial”) is a clearing broker-dealer and an investment adviser that clears and settles customer transactions. • LPL Enterprise, LLC (“LPL Enterprise”) is a limited product shelf introducing broker-dealer and registered investment adviser that supports a portion of the Company’s institutional services’ clients, providing brokerage and investment advisory services. • LPL Insurance Associates, Inc.
Our advisors are a community of diverse financial services professionals who collectively support approximately 10.0 million client accounts. They build long-term relationships with their clients in communities across the United States by guiding them through the complexities of investment decisions, retirement solutions, financial planning and wealth management.
Our advisors are a community of diverse financial services professionals who collectively support approximately 11.6 million client accounts. They build long-term relationships with their clients in communities across the United States by guiding them through the complexities of investment decisions, retirement solutions, financial planning and wealth management.
We believe we are the market leader in the enterprise channel, providing support to over 6,900 financial advisors at approximately 1,200 institutions nationwide. The core capabilities of these institutions may not include investment and financial planning services, or they may find the technology, infrastructure and regulatory requirements of supporting such services to be cost-prohibitive.
We believe we are the market leader in the enterprise channel, providing support to over 7,400 financial advisors at approximately 1,200 institutions nationwide. The core capabilities of these institutions may not include investment and financial planning services, or they may find the technology, infrastructure and regulatory requirements of supporting such services to be cost-prohibitive.
These advisors also agree not to engage in any outside business activity without prior approval from us. LPL Financial also supports approximately 590 independent firms that conduct their business through separate registered investment advisors (“Independent RIAs”), with approximately 6,500 advisors who conduct their advisory business through these separate entities.
These advisors also agree not to engage in any outside business activity without prior approval from us. LPL Financial also supports approximately 600 independent firms that conduct their business through separate registered investment advisors (“Independent RIAs”), with approximately 6,240 advisors who conduct their advisory business through these separate entities.
Our services are designed to support the evolution of our advisors’ businesses over time and to adapt as our advisors’ needs change. The majority of our advisors are independent practitioners who are viewed as local providers of independent advice.
Our services are designed to support the evolution of our advisors’ businesses over time and to adapt as our advisors’ needs change. 1 Table of Contents The majority of our advisors are independent practitioners who are viewed as local providers of independent advice.
Our scale and self-clearing platform enable us to provide advisors with the capabilities they need, and the service they expect, at a compelling price. We are dedicated to continuously improving the processes, systems and resources we leverage to meet these needs.
Our scale and self-clearing platform enable us to provide advisors with the capabilities they need, and the service they expect, at a compelling 2 Table of Contents price. We are dedicated to continuously improving the processes, systems and resources we leverage to meet these needs.
Our flexible business platform allows our advisors to choose the most appropriate business model to support their clients whether they conduct brokerage business, offer fee-based services using one of our RIA platforms, or provide fee-based services through their own RIA.
Our flexible business platform allows our advisors to choose the most appropriate business model to support their clients whether they conduct brokerage business, offer fee-based services using one of our registered investment adviser (“RIA”) platforms, or provide fee-based services through their own RIA.
As of December 31, 2024, the total assets in our client cash programs, which are held within advisory and brokerage accounts, were $55.1 billion. Other Services We provide a number of additional tools and services that enable advisors to maintain and grow their practices. Through our subsidiary PTC, we provide custodial services to trusts for estates and families.
As of December 31, 2025, the total assets in our client cash programs, which are held within advisory and brokerage accounts, were $61.0 billion. Other Services We provide a number of additional tools and services that enable advisors to maintain and grow their practices. Through our subsidiary PTC, we provide custodial services to trusts for estates and families.
We 10 Table of Contents also may incur substantial expenses, damage to our reputation or similar adverse consequences in connection with such actions, regardless of the outcome.
We also may incur substantial expenses, damage to our reputation or similar adverse consequences in connection with such actions, regardless of the outcome.
To the extent they are applicable to us, we must comply with federal and state information-related laws and regulations in the United States, including the Gramm-Leach-Bliley Act of 1999, SEC Regulation S-P, the Fair Credit Reporting Act of 1970, as amended, and Regulation S-ID, as well as the California Consumer Privacy Act and further potential federal and state requirements.
To the extent they are applicable to us, we must comply with federal and state information-related laws and regulations in the United States, including the Gramm-Leach-Bliley Act of 1999, SEC Regulation S-P, the Fair Credit Reporting Act of 1970, as amended, and Regulation S-ID, the Department of Justice’s (“DOJ”) Data Security Program, as well as the California Consumer Privacy Act and further potential federal and state requirements.
We are committed to providing a workplace that is free from 8 Table of Contents violence, harassment and other unsafe or disruptive conditions and require our personnel to attend regular training sessions and workshops on those topics.
We are committed to providing a workplace that is free from violence, harassment and other unsafe or disruptive conditions and require our personnel to attend regular training sessions and workshops on those topics.
LPL Enterprise is regulated by the SEC, FINRA, CFTC and NFA. 9 Table of Contents Broker-dealers are subject to rules and regulations covering all aspects of the securities business, including sales and trading practices, public offerings, publication of research reports, use and safekeeping of clients’ funds and securities, capital adequacy, recordkeeping and reporting, the conduct of directors, officers and employees, qualification and licensing of supervisory and sales personnel, marketing practices, supervisory and organizational procedures intended to ensure compliance with securities laws and to prevent improper trading on material nonpublic information, limitations on extensions of credit in securities transactions, clearance and settlement procedures, anti-money laundering, cybersecurity, credit risk management and rules designed to promote high standards of commercial honor and just and equitable principles of trade.
Broker-dealers are subject to rules and regulations covering all aspects of the securities business, including sales and trading practices, public offerings, publication of research reports, use and safekeeping of clients’ funds and securities, capital adequacy, recordkeeping and reporting, the conduct of directors, officers and employees, qualification and licensing of supervisory and sales personnel, marketing practices, supervisory and organizational procedures intended to ensure compliance with securities laws and to prevent improper trading on material nonpublic information, limitations on extensions of credit in securities transactions, clearance and settlement procedures, anti-money laundering, cybersecurity, credit risk management and rules designed to promote high standards of commercial honor and just and equitable principles of trade.
As of December 31, 2024, the total advisory assets under custody in these platforms, including our corporate RIA, Independent RIA and LPL Enterprise advisory platforms, were $957.0 billion. Commission-Based Products Commission-based products include those for which we and our advisors receive an upfront commission and, for certain products, a trailing commission.
As of December 31, 2025, the total advisory assets under custody in these platforms, including our corporate RIA, Independent RIA and LPL Enterprise advisory platforms, were $1,392.7 billion. Commission-Based Products Commission-based products include those for which we and our advisors receive an upfront commission and, for certain products, a trailing commission.
Item 1. Business Overview LPL serves the financial advisor-mediated marketplace as the nation’s largest independent broker-dealer, a leading investment advisory firm, and a top custodian. We support nearly 29,000 financial advisors, and the wealth management practices of approximately 1,200 financial institutions, servicing and custodying approximately $1.7 trillion in brokerage and advisory assets.
Item 1. Business Overview LPL serves the financial advisor-mediated marketplace as the nation’s largest independent broker-dealer, a leading investment advisory firm, and a top custodian. We support more than 32,000 financial advisors, and the wealth management practices of approximately 1,200 financial institutions, servicing and custodying approximately $2.4 trillion in brokerage and advisory assets.
As of December 31, 2024, the total brokerage assets in commission-based products were $783.7 billion. Client Cash Programs Our client cash programs include two Federal Deposit Insurance Corporation (“FDIC”) insured bank sweep vehicles, a client cash account and a money market account, which enable our advisors to manage their clients’ cash balances.
As of December 31, 2025, the total brokerage assets in commission-based products were $977.9 billion. 4 Table of Contents Client Cash Programs Our client cash programs include two Federal Deposit Insurance Corporation (“FDIC”) insured bank sweep vehicles, a client cash account and a money market account, which enable our advisors to manage their clients’ cash balances.
Continuous improvement is a pillar of our culture, and we regularly solicit employee feedback on the effectiveness and quality of our programs, including our inclusion and belonging programs, and their level of engagement with our business. We use this feedback to improve our programs and processes and inform decisions about our business.
Continuous improvement remains a pillar of our culture, and we regularly solicit employee feedback on the effectiveness and quality of our programs, including inclusion and belonging initiatives, and on overall engagement. We use this feedback to improve our programs and processes and inform decisions about our business.
The net capital rule under the Exchange Act requires a broker-dealer to maintain a minimum net capital and applies certain discounts to the value of its assets based on the liquidity of such assets.
The net capital rule under Rule 15c3-1 of the Exchange Act (the “Uniform Net Capital Rule”) requires a broker-dealer to maintain a minimum net capital and applies certain haircuts to the value of its assets based on the liquidity of such assets.
LPL Enterprise is registered as a broker-dealer in each of the 50 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands.
LPL Enterprise is registered as a broker-dealer in each of the 50 states, the District of Columbia, Puerto Rico and the U.S. Virgin Islands. LPL Enterprise is regulated by the SEC, FINRA, CFTC and NFA.
Business Services and Planning and Advice Services We provide services to advisors in areas critical to the successful operation of their practices, including both business support services to help them run thriving businesses and comprehensive planning services to support them in delivering advice to their clients. Our business services may be delivered as professional services or business optimizer offerings.
Business Services and Planning and Advice Services We provide services to advisors in areas critical to the successful operation of their practices, including both business support services to help them run thriving businesses and comprehensive planning services to support them in delivering advice to their clients.
Our advisors compete for clients with financial advisors of brokerage firms, banks, insurance companies, asset management and investment advisory firms. In addition, they also compete with a number of firms offering direct-to-investor online financial services and discount brokerage services.
Our advisors compete for clients with financial advisors of brokerage firms, banks, insurance companies, asset management and investment advisory firms. In addition, they also compete with a number of firms offering direct-to-investor online financial services and discount brokerage services. People We had approximately 10,000 employees at December 31, 2025.
Our nearly 29,000 advisors average over 20 years in the industry, which generally allows us to focus on supporting and enhancing our advisors’ businesses without needing to provide basic training or subsidizing advisors who are new to the industry.
Our more than 32,000 advisors are experienced in the industry, which generally allows us to focus on supporting and enhancing our advisors’ businesses without needing to provide basic training or subsidizing advisors who are new to the industry.
To ensure that new employees integrate into our culture and their daily work, we provide a robust new-hire experience, as well as extensive ongoing training for existing employees to acquaint them with our business.
Training and Development We believe in our employees’ potential and provide training and development opportunities intended to maximize their performance and professional growth. To ensure that new employees integrate into our culture and their daily work, we provide a robust new-hire experience, as well as extensive ongoing training for existing employees to acquaint them with our business.
In addition, since some of the costs of supporting advisors are fixed, growth in the number of advisors that we serve reduces the average fixed cost per advisor. • Payout Rates to Advisors — As one of the largest U.S. broker-dealers by number of advisors, we believe that we offer our advisors the highest average payout rates in our industry.
In addition, since some of the costs of supporting advisors are fixed, growth in the number of advisors that we serve reduces the average fixed cost per advisor. • Payout Rates to Advisors — As one of the largest U.S. broker-dealers by number of advisors, we believe that we offer our advisors the highest average payout rates in our industry. 5 Table of Contents The combination of our ability to reinvest in our business and maintain highly competitive payout rates has enabled us to attract and retain advisors.
Instead, we provide our advisors with curated access to a broad range of fee-based, commission, cash and money market products and services. The sales and administration of these products are facilitated through our technology solutions, which allow our advisors to access client accounts, product information, asset allocation models, investment recommendations and economic insight, as well as to perform trade execution.
The sales and administration of these products are facilitated through our technology solutions, which allow our advisors to access client accounts, product information, asset allocation models, investment recommendations and economic insight, as well as to perform trade execution.
We are able to provide objective and unbiased investment research to our advisors and their clients without the conflict of proprietary products or investment banking services. 4 Table of Contents Our Product and Solution Access We do not manufacture any financial products.
We are able to provide objective and unbiased investment research to our advisors and their clients without the conflict of proprietary products or investment banking services. Our Product and Solution Access We do not manufacture any financial products. Instead, we provide our advisors with curated access to a broad range of fee-based, commission, cash and money market products and services.
Our focus is working alongside advisors to navigate complex environments in order to create the best outcomes for their clients. We believe we offer a compelling value proposition to independent financial advisors and institutions.
We make meaningful investments to support the growth, productivity and efficiency of advisors across a broad spectrum of models as their practices evolve. Our focus is working alongside advisors to navigate complex environments in order to create the best outcomes for their clients. We believe we offer a compelling value proposition to independent financial advisors and institutions.
(“LPLIA”) operates as a brokerage general agency that offers life and disability insurance products and services. • Atria Wealth Solutions, Inc. (“Atria”) is a holding company for the registered broker-dealers and investment advisors that the Company acquired in connection with the acquisition of Atria. Atria has seven introducing broker-dealer subsidiaries, which clear transactions through third-party clearing and carrying firms.
(“LPLIA”) operates as an insurance brokerage general agency that offers life and disability insurance products and services. • Atria Wealth Solutions, Inc. (“Atria”) is a holding company for the previously registered broker-dealers and investment advisers that the Company acquired in connection with the acquisition of Atria.
Approximately 49% of our employees self-identify as women and 40% self-identify as Black, Indigenous or People of Color. Talent Management and Culture Due to the complexity of our business, we compete with other companies for top talent, both inside and outside of our industry, and in multiple geographical areas within the United States.
Talent Management and Culture Due to the complexity of our business, we compete with other companies for top talent, both inside and outside of our industry, and across multiple geographical areas within the United States.
The flexibility of our business model enables our advisors to select their preferred affiliation model and product mix as their business evolves and preferences change within the market or their client base all within an environment that allows for evolution with minimal interruption to their business and their clients. 6 Table of Contents In addition, our business model provides advisors with a multitude of customizable service and technology offerings that allow them to increase their efficiency, focus on their clients and grow their practice.
The flexibility of our business model enables our advisors to select their preferred affiliation model and product mix as their business evolves and preferences change within the market or their client base all within an environment that allows for evolution with minimal interruption to their business and their clients.
The Retirement Security Rule was stayed in July 2024 pending litigation and is currently on appeal before the Fifth Circuit Court of Appeals. Compliance with proposed conduct standards could increase the complexity and costs of our compliance or affect our revenue streams, including, in the case of the DOL proposal, our ability to rely on the current prohibited transaction exemptions.
Compliance with proposed conduct standards could increase the complexity and costs of our compliance or affect our revenue streams, including, in the case of the DOL proposal, our ability to rely on the current prohibited transaction exemptions.
We believe that we are the only company that offers the unique combination of an integrated technology platform, comprehensive self-clearing services and access to a wide range of curated non-proprietary products all delivered in an environment unencumbered by conflicts from product manufacturing, underwriting and market-making.
We believe investors achieve better outcomes when working with a financial advisor, and we strive to make it easy for advisors to do what is best for their clients. iii Table of Contents We believe that we are the only company that offers the unique combination of an integrated technology platform, comprehensive self-clearing services and access to a wide range of curated products all delivered in an environment unencumbered by conflicts from product manufacturing, underwriting and market-making.
We share market analysis and commentary on macro-economic events, manager research, capital markets assumptions, strategic and tactical asset allocation advice and individual equity coverage.
In-House Research We provide our advisors with integrated access to comprehensive research on a broad range of investments. We share market analysis and commentary on macro-economic events, manager research, capital markets assumptions, strategic and tactical asset allocation advice and individual equity coverage.
Service and fee revenue is generated from advisor and retail investor services, including insurance, licensing, business services and planning and advice services, IRA custodian and other client account fees. Service and fee 5 Table of Contents revenue from business services is based on recurring subscription fees.
Service and fee revenue is generated from advisor and retail investor services, including insurance, licensing, business services and planning and advice services, IRA custodian and other client account fees. Service and fee revenue from business services is based on recurring subscription fees. We charge separate fees to RIAs for technology, clearing, administrative, oversight and custody services, which may vary.
Recruiting As a Fortune 500 company focused on innovation and growth, talent drives the success of our company. Therefore, we are focused on attracting and retaining our employees. To reach a diverse pool of talent, we are continually in the market and take a multi-faceted approach to recruiting in pursuit of diverse, entrepreneurial and dedicated team members.
Recruiting As a Fortune 500 company focused on innovation and growth, talent drives the success of our company. Therefore, we are focused on attracting and retaining our employees.
We require all of our employees to complete courses in key regulatory areas, such as insider trading and anti-money laundering compliance, and we offer professional development opportunities through training sessions, on-demand learning and cross-departmental workshops, resulting in over 200,000 completed courses and workshops and approximately 400,000 development hours for our employees.
We require all of our employees to complete courses in key regulatory areas, such as insider trading and anti-money laundering compliance, and we offer professional development opportunities through training sessions, on-demand learning and cross-departmental workshops. In addition, we have mentorship programs that pair employees with more experienced professionals, giving mentees access to experience, expertise, and guidance.
In addition, we have mentorship programs that pair employees with more experienced professionals, giving mentees access to experience, expertise, and guidance. To help employees determine the next steps in their careers, we continue to provide a Career Growth Portal that provides employees with tools, resources, training courses and assessments as they chart their career paths.
To help employees determine the next steps in their careers, we continue to provide a Career Growth Portal that provides employees with tools, resources, training courses and assessments as they chart their career paths. We have created skills cards with curated content targeting key skills and desired capabilities to help employees develop.
Inclusion and Belonging Our inclusion and belonging efforts are overseen by our chief executive officer (“CEO”), and chief human resources officer. In 2024, the management committee received quarterly updates on culture-related issues.
Inclusion and Belonging Our inclusion and belonging efforts are overseen by our chief executive officer (“CEO”), and chief people officer. In 2025, the management committee received quarterly updates on culture-related matters. Our Board of Directors (the “Board”), its compensation and human resources committee and its nominating and governance committee also received multiple updates on our progress in this area.
Human Capital Our success depends on our ability to attract, hire, retain and develop highly-skilled professionals in a variety of specialties, including finance, technology, compliance, business development, cybersecurity and management. Workforce As of December 31, 2024, we had approximately 9,000 full-time employees, all of whom are located in the U.S.
Our success depends on our ability to attract, hire, retain and develop highly skilled professionals in a variety of specialties, including finance, technology, compliance, business development, cybersecurity and management.
Lastly, we have created skills cards with curated content targeting key skills and desired capabilities to help employees develop. Employee Safety We aim to provide a safe, inclusive environment for our employees where they feel engaged in our business, supported in who they are and empowered to succeed.
Lastly, we have invested in development and learning courses to strengthen people-leader capabilities and support the growth of our workforce. Employee Safety We aim to provide a safe, inclusive environment for our employees where they feel engaged in our business, supported in who they are and empowered to succeed.
To promote health and safety in our workplace, we have an environment, health and safety function that partners with others across the organization to support compliance with applicable workplace health and safety requirements. We also have a cross-functional team, with members who have been trained to conduct threat assessments to support workplace violence prevention.
To promote health and safety in our workplace, we have a cross-functional team to support compliance with applicable workplace health and safety requirements, including members who have been trained to conduct threat assessments to support workplace violence prevention. We provide leaves of absence and workplace accommodations, and we provide employees with flexibility to support their individual circumstances, where possible.
For example, the LPL Services Group provides business support to advisors in areas critical to the operation of their practices, such as marketing, accounting and transaction support.
In addition, our business model provides advisors with a multitude of customizable service and technology offerings that allow them to increase their efficiency, focus on their clients and grow their practice. For example, the LPL Services Group provides business support to advisors in areas critical to the operation of their practices, such as marketing, accounting and transaction support.
In furtherance of our commitment to cultivating a diversity of thought and ideas within the organization, we sponsor and encourage all of our team members to participate in Employee Resource Groups to leverage the individual talents and share the perspectives and experiences of our employees across all demographics.
We seek to foster a culture of inclusivity that is committed to empowering unique viewpoints within the organization and encourage our team members to participate in Employee Resource Groups to leverage the individual talents and share perspectives and experiences across our workforce.
Competition We compete with a variety of financial firms to attract and retain experienced and productive advisors.
Related investments in our institutional platform have generated interest from new clients. 6 Table of Contents Competition We compete with a variety of financial firms to attract and retain experienced and productive advisors.
As part of our university recruitment strategy, we have expanded partnerships with colleges and universities in the local communities we serve and beyond. We continuously seek ways to collaborate with students, faculty and diverse campus organizations to increase exposure and opportunities for students.
We continue to invest in talent recruitment channels to introduce emerging talent to the opportunities within wealth management and financial services. As part of our university recruitment strategy, we have expanded partnerships with colleges and universities in the local communities we serve and beyond.
LEAP, our Leadership Excellence and Achievement Program, encompasses the Company’s emerging talent initiatives and offers internship, part time and full time opportunities to develop the next generation of leaders. Training and Development We believe in our employees’ potential and provide training and development opportunities intended to maximize their performance and professional growth.
We continuously seek ways to collaborate with students, faculty and diverse campus organizations to increase exposure and opportunities for students. LEAP, our Leadership Excellence and Achievement Program, encompasses the Company’s emerging talent initiatives and offers internship, part-time and full-time opportunities to develop the next generation of leaders.
(“PTC”) provides trust administration, investment management oversight and Individual Retirement Account (“IRA”) custodial services. • LPL Employee Services, LLC and its subsidiary, Allen & Company of Florida, LLC (“Allen & Company”), along with their affiliate, Financial Resources Group Investment Services, LLC, provide primary support for the Company’s employee advisor affiliation model. 1 Table of Contents Our Strategy At LPL, our mission is to take care of our advisors and institutions so they can take care of their clients.
(“PTC”) provides trust administration, investment management oversight and Individual Retirement Account (“IRA”) custodial services. • LPL Employee Services, LLC and its subsidiary, Allen & Company of Florida, LLC (“Allen & Company”), provide primary support for the Company’s employee advisor affiliation model. • CFN Holding Company, LLC is a holding company for Commonwealth Equity Services, LLC (“CES”), which is a registered broker-dealer and investment adviser that does business as Commonwealth Financial Network.
At LPL, we believe that well-being is more than just physical safety and that our employees should feel welcome and supported as who they are. We seek to foster a culture of inclusivity.
At LPL, we believe that well-being extends beyond physical safety and that our employees should feel welcome and supported.
Finally, we have opened up a new market with a recently developed institution affiliation model, which has resulted in strategic relationships with M&T Bank Corporation, BMO Financial Advisors, CUNA Brokerage Services, Inc., People’s United Bank, Bancwest Investment Services and Commerce Financial Advisors.
Similarly, we continue to expand our support of the wealth management businesses of financial institutions through our institution services channel, which has resulted in strategic relationships with Prudential Advisors (“Prudential”), M&T Bank Corporation, BMO Financial Advisors, CUNA Brokerage Services, Inc., Wintrust Financial, People’s United Bank, Bancwest Investment Services and Commerce Financial Advisors.
The combination of our ability to reinvest in our business and maintain highly competitive payout rates has enabled us to attract and retain advisors. This, in turn, has driven our growth and led to a continuous cycle of reinvestment that reinforces our established scale advantage.
This, in turn, has driven our growth and led to a continuous cycle of reinvestment that reinforces our established scale advantage. Comprehensive Solutions We differentiate through the combination of our capabilities across research, technology, risk management and practice management.
The Retirement Security Rule was stayed in July 2024 pending litigation and is currently on appeal before the Fifth Circuit Court of Appeals.
The Retirement Security Rule was stayed in July 2024 pending litigation. In November 2025, the Fifth Circuit Court of 9 Table of Contents Appeals granted the DOL’s motion to dismiss its own appeal and, as a result, the Retirement Security Rule remains suspended.
Trademarks Access Overlay ® , Atria Wealth Solutions ® , BlazePortfolio ® , CLIENTWORKS ® , LPL ® , LPL Financial (& Design) ® , Manager Access Network ® , Manager Access Select ® , and OMP ® are our registered trademarks, and ADVISORYWORLD, CLIENTWORKS CONNECTED, ALLEN & COMPANY OF FLORIDA, LLC, and THE PRIVATE TRUST COMPANY, N.A.
Trademarks CLIENTWORKS ® , COMMONWEALTH (& Design) ® , LPL ® , and LPL Financial (& Design) ® are among our registered trademarks, and ALLEN & COMPANY OF FLORIDA, LLC, THE PRIVATE TRUST COMPANY, N.A. (& Design), and WHAT IF YOU COULD? are among our service marks. 12 Table of Contents
The Company expects to complete the conversion of assets from these acquired broker-dealers and investment advisors in 2025. • AW Subsidiary, Inc. is a holding company for AdvisoryWorld and Blaze Portfolio Systems LLC (“Blaze”). AdvisoryWorld offers technology products, including proposal generation, investment analytics and portfolio modeling, to both the Company’s advisors and external clients in the wealth management industry.
The Company completed the conversion of assets from these acquired broker-dealers and investment advisers to the Company’s platform and completed the withdrawal of the related registrations of these entities during the fourth quarter of 2025. • AW Subsidiary, Inc. is a holding company for Blaze Portfolio Systems LLC (“Blaze”), which provides an advisor-facing trading and portfolio rebalancing platform. • The Private Trust Company, N.A.
We are expanding our portfolio of services to address new advisor needs while also enhancing our existing solutions to deliver an industry-leading customer experience. In-House Research We provide our advisors with integrated access to comprehensive research on a broad range of investments.
We regularly update our portfolio of services to address new advisor needs while enhancing our existing solutions to deliver an exceptional customer experience. Our business services may be delivered as professional services or business optimizer offerings.
Removed
We believe investors achieve better outcomes when working with a financial advisor, and we strive to make it easy for advisors to do what is best for their clients.
Added
Atria had seven introducing broker-dealer subsidiaries, which cleared transactions through third-party clearing and carrying firms.
Removed
Blaze provides an advisor-facing trading and portfolio rebalancing platform. • The Private Trust Company, N.A.
Added
CES is an introducing broker-dealer that clears transactions through a third-party clearing and carrying firm. The Company expects to complete the conversion of assets from CES in the fourth quarter of 2026 and withdraw the related registrations of that entity thereafter.
Removed
Our vision is to be the market leader at helping our clients define and maximize their success throughout their business lifecycle.
Added
Our Strategy At LPL, our vision is to be the best firm in wealth management and achieve our purpose of empowering financial advisors to deliver personalized advice to all who need it.
Removed
We charge separate fees to RIAs for technology, clearing, administrative, oversight and custody services, which may vary.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeCompliance with new or changing laws, regulations or industry standards relating to AI may impose significant operational costs and may limit our ability to use, develop, or deploy AI. Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action or brand and reputational harm. Our information technology systems may be vulnerable to security risks.
Biggest changeFailure to appropriately respond to this evolving landscape may result in legal liability, regulatory action or brand and reputational harm. Our information technology systems may be vulnerable to security risks. The secure and reliable transmission of confidential information, including financial account information and personally identifiable information, over public networks is a critical element of our operations.
Our revenue from our client cash programs has declined in the past as a result of a low interest rate environment, and our revenue may decline in the future due to decreases in interest rates, decreases in client cash balances or mix shifts among the current or future deposit sweep vehicles, client cash account or money market accounts that we offer.
Our revenue from our client cash programs has declined in the past as a result of a low interest rate environment and may decline in the future due to decreases in interest rates, decreases in client cash balances or mix shifts among the current or future deposit sweep vehicles, client cash account or money market accounts that we offer.
We cannot assure you that our systems and procedures are, or have been, effective in complying with all applicable laws, rules and regulations and interpretations. In particular, the diversity of information security environments in which our services are offered makes it difficult to ensure a uniformly robust level of compliance.
We cannot assure you that our systems and procedures are, or have been, effective in complying with all applicable laws, rules and regulations and interpretations. In particular, the diversity of information security regulatory environments in which our services are offered makes it difficult to ensure a uniformly robust level of compliance.
Many of our legal claims are initiated by clients of our advisors and involve the purchase or sale of investment securities, but other claims and proceedings may be, and have been, initiated by state-level and federal regulatory authorities and SROs, including the SEC, FINRA and state securities regulators, as well as clients of Independent RIAs.
Many of these legal claims are initiated by clients of our advisors and involve the purchase or sale of investment securities, but other claims and proceedings may be, and have been, initiated by state-level and federal regulatory authorities and SROs, including the SEC, FINRA and state securities regulators, as well as clients of Independent RIAs.
The market price of our common stock may fluctuate substantially due to the following factors (in addition to the other risk factors described in this Item 1A ): • actual or anticipated fluctuations in our results of operations, including with regard to interest rates or revenue associated with our client cash programs; • variance in our financial performance from the expectations of equity research analysts; • conditions and trends in the markets we serve; • announcements of significant new services or products by us or our competitors; • additions or changes to key personnel; • the commencement or outcome of litigation or arbitration proceedings; • the commencement or outcome of regulatory actions, including settlements with the SEC, FINRA, DOL or state securities regulators; • changes in market valuation or earnings of our competitors; • the trading volume of our common stock; • future sales of our equity securities; • changes in the estimation of the future size and growth rate of our markets; • legislation or regulatory policies, practices or actions, including developments related to the “best interest” and “fiduciary” standards of care; • political developments, including elections and appointments; and • general economic conditions.
The market price of our common stock may fluctuate substantially due to the following factors (in addition to the other risk factors described in this Item 1A ): • actual or anticipated fluctuations in our results of operations, including with regard to interest rates or revenue associated with our client cash programs; • variance in our financial performance from the expectations of equity research analysts; • conditions and trends in the markets we serve; • announcements of significant new services or products by us or our competitors; • additions or changes to key personnel; • the commencement or outcome of litigation or arbitration proceedings; • the commencement or outcome of regulatory actions, including settlements with the SEC, FINRA, DOL or state securities regulators; 30 Table of Contents • changes in market valuation or earnings of our competitors; • the trading volume of our common stock; • future sales of our equity securities; • changes in the estimation of the future size and growth rate of our markets; • legislation or regulatory policies, practices or actions, including developments related to the “best interest” and “fiduciary” standards of care; • political developments, including elections and appointments; and • general economic conditions.
Further to the difficulties noted above regarding assessing the probability of a loss occurring and the timing and amount of any loss related to a regulatory matter or a legal proceeding, such assessment requires complex judgments, which may include the procedural status of the matter and any recent developments; prior experience and the experience of others in similar matters; the size and nature of potential exposures; available defenses; the progress of fact discovery; the opinions of counsel and experts; potential opportunities for settlement and the status of any settlement discussions; as well as the potential for insurance coverage and indemnification, if available.
Further to the difficulties noted above regarding assessing the probability of a loss occurring and the timing and amount of any loss related to a regulatory matter or a legal proceeding, such assessment requires complex judgments, which may include the procedural status of the matter and any recent developments; prior experience and the experience of others in similar matters; the size and nature of potential exposures; available defenses; the 21 Table of Contents progress of fact discovery; the opinions of counsel and experts; potential opportunities for settlement and the status of any settlement discussions; as well as the potential for insurance coverage and indemnification, if available.
For example, we are upgrading our technology systems in connection with our current and future business development opportunities, pending acquisitions, investments and strategic relationships.
For example, we are upgrading our technology systems in connection with our current and future business development opportunities, acquisitions, investments and strategic relationships.
Violations of laws, rules or regulations and settlements in respect of alleged violations have in the past resulted in, and could in the future result in, legal liability, censures, penalties and fines, disgorgement of profits, restitution to customers, remediation, the issuance of cease-and-desist orders or injunctive or other equitable relief against us, which individually or in the aggregate could negatively impact our financial results or adversely affect our ability to attract or retain financial advisors and institutions.
Violations of laws, rules or regulations and settlements in respect of alleged violations have in the past resulted in, and could in the future result in, legal liability, censures, penalties and fines, disgorgement of profits, restitution to customers, remediation, the issuance of cease-and-desist orders or injunctive or other equitable relief against us, which individually or in the aggregate could negatively impact our financial results or adversely affect our ability to 23 Table of Contents attract or retain financial advisors and institutions.
Virgin Islands; • registered as an investment adviser with the SEC; • registered as an introducing broker-dealer with the CFTC; • a member of FINRA and various other SROs, and a participant in various clearing organizations, including the Depository Trust Company, the National Securities Clearing Corporation and the Options Clearing Corporation; and • subject to oversight by the DOL relative to its servicing of retirement plan accounts subject to ERISA and the Code.
Virgin Islands; • registered as an investment adviser with the SEC; • registered as an introducing broker-dealer with the CFTC; • a member of FINRA and various other SROs, and a participant in various clearing organizations, including the Depository Trust Company, the National Securities Clearing Corporation and the Options Clearing Corporation; and 22 Table of Contents • subject to oversight by the DOL relative to its servicing of retirement plan accounts subject to ERISA and the Code.
If any person, including any of our employees or advisors, negligently disregards or intentionally breaches our established controls with respect to confidential client data or other confidential information, or otherwise mismanages or misappropriates that data or information, we could also be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions.
If any person, including any of our employees or advisors, negligently disregards or intentionally breaches our established controls with respect to confidential client data or other confidential information or non-public personal information, or otherwise mismanages or misappropriates that data or information, we could also be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions.
The decrease in revenue that could result from such an event could have a material adverse effect on our business. 21 Table of Contents A loss of our marketing relationships with manufacturers of financial products could harm our relationship with our advisors and, in turn, their clients. Our curated product platform offers no proprietary financial products.
The decrease in revenue that could result from such an event could have a material adverse effect on our business. A loss of our marketing relationships with manufacturers of financial products could harm our relationship with our advisors and, in turn, their clients. Our curated product platform offers no proprietary financial products.
Even in a rising interest rate environment, if balances or yields in our client cash programs decrease, future revenue from our client cash programs may be lower than expected. 15 Table of Contents Any damage to our reputation could harm our business and lead to a loss of revenue and net income.
Even in a rising interest rate environment, if balances or yields in our client cash programs decrease, future revenue from our client cash programs may be lower than expected. Any damage to our reputation could harm our business and lead to a loss of revenue and net income.
To the extent third parties, such as product sponsors, also retain similarly sensitive information about our advisors, their clients or our employees, their systems may face similar vulnerabilities that could result in Security Events for us.
To the extent third parties, such as product sponsors and financial institutions, also retain similarly sensitive information about our advisors, their clients or our employees, their systems may face similar vulnerabilities that could result in Security Events for us.
It could also require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and 19 Table of Contents other general corporate purposes.
It could also require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes.
Our approach may make it more challenging for us to comply with our supervisory and 16 Table of Contents regulatory compliance obligations, particularly in light of our limited on-site supervision and the complexity of certain advisor business models.
Our approach may make it more challenging for us to comply with our supervisory and regulatory compliance obligations, particularly in light of our limited on-site supervision and the complexity of certain advisor business models.
Such determinations will depend upon a number of factors that the Board deems relevant, including future earnings, 30 Table of Contents the success of our business activities, capital requirements, alternative uses of capital, general economic, financial and business conditions, and the future prospects of our business.
Such determinations will depend upon a number of factors that the Board deems relevant, including future earnings, the success of our business activities, capital requirements, alternative uses of capital, general economic, financial and business conditions, and the future prospects of our business.
We may also become subject to claims, allegations and legal proceedings related to employment matters, including wage and hour, discrimination or harassment claims, or matters involving others’ intellectual property or other proprietary rights, including infringement or misappropriation claims. There are risks inherent in the independent broker-dealer business model.
We may also become subject to claims, allegations and legal proceedings related to employment matters, including wage and 16 Table of Contents hour, discrimination or harassment claims, or matters involving others’ intellectual property or other proprietary rights, including infringement or misappropriation claims. There are risks inherent in the independent broker-dealer business model.
Although we have a third party risk management program and conduct due diligence regarding cybersecurity and data protection practices before integrating our systems or sharing sensitive data with third-party vendors, this due diligence may not uncover administrative, technical or electronic gaps or flaws in their processes or systems.
Although we have a third-party risk management program and conduct due diligence regarding cybersecurity and data protection 28 Table of Contents practices before integrating our systems or sharing sensitive data with third-party vendors, this due diligence may not uncover administrative, technical or electronic gaps or flaws in their processes or systems.
While we maintain cyber liability 27 Table of Contents insurance, this insurance does not cover certain types of potential losses and, for covered losses, may not be sufficient in amount to protect us against all such losses.
While we maintain cyber liability insurance, this insurance does not cover certain types of potential losses and, for covered losses, may not be sufficient in amount to protect us against all such losses.
Like us, these intermediaries are exposed to risks related to fluctuations and volatility in the financial markets and broader economy, as well as specific operational risks related to their business, such as those related to technology, 17 Table of Contents security and the prevailing regulatory environment. Because we rely on these intermediaries, we share indirect exposure to these risks.
Like us, these intermediaries are exposed to risks related to fluctuations and volatility in the financial markets and broader economy, as well as specific operational risks related to their business, such as those related to technology, security and the prevailing regulatory environment. Because we rely on these intermediaries, we share indirect exposure to these risks.
More generally, our failure to upgrade our systems successfully could have a material adverse effect on our business, financial condition and results of operations, as well as our 25 Table of Contents ability to achieve our growth objectives.
More generally, our failure to upgrade our systems successfully could have a material adverse effect on our business, financial condition and results of operations, as well as our ability to achieve our growth objectives.
Even if we are able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us. If our indebtedness is in default for any 20 Table of Contents reason, our business could be materially and adversely affected.
Even if we are able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us. If our indebtedness is in default for any reason, our business could be materially and adversely affected.
We depend on highly specialized and, in many cases, proprietary technology to support our business functions, including among others: • securities trading and custody; • portfolio management; • performance reporting; • customer service; • accounting and internal financial processes and controls; and • regulatory compliance and reporting.
We depend on highly specialized and, in many cases, proprietary technology to support our business functions, including among others: • securities trading and custody; • portfolio management; • performance reporting; 29 Table of Contents • customer service; • accounting and internal financial processes and controls; and • regulatory compliance and reporting.
In addition, we cannot predict the costs or time that would be required to find an alternative service provider. We have transitioned certain business and technology processes to off-shore providers, which has increased the related risks described above.
In addition, we cannot predict the costs or time that would be required to find an alternative service provider. 2 certain business and technology processes off-shore, which has increased the related risks described above.
To the extent third-party service providers are located in foreign jurisdictions, we are exposed to risks inherent in such providers conducting business outside of the United States, including international economic and political conditions as well as natural disasters, and the additional costs associated with complying with foreign laws and fluctuations in currency values.
To the extent we or our third-party service providers operate in foreign jurisdictions, we are exposed to risks inherent in conducting business outside of the United States, including international economic and political conditions as well as natural disasters, and the additional costs associated with complying with foreign laws and fluctuations in currency values.
These changes may also affect the array of 23 Table of Contents products and services we offer to clients and the compensation that we and our advisors receive in connection with such products and services.
These changes may also affect the array of products and services we offer to clients and the compensation that we and our advisors receive in connection with such products and services.
As a result, we could be subject to litigation, client loss, reputational harm, regulatory sanctions and financial losses that are either not insured or are not fully covered through any insurance we maintain.
As a result, we could be 26 Table of Contents subject to litigation, client loss, reputational harm, regulatory sanctions and financial losses that are either not insured or are not fully covered through any insurance we maintain.
In addition, any latency, disruption, or failure in our AI and related systems or infrastructure could result in delays or errors in our products and services. Developing, testing, and deploying resource-intensive AI systems may require additional investment and increase our costs.
Any latency, disruption, or failure in our AI and related systems or infrastructure could result in delays or errors in our products and services that rely on AI. Developing, testing, and deploying resource-intensive AI systems may require additional investment and increase our costs.
Our registered broker-dealer subsidiaries, including LPL Financial, are subject to Rule 15c3-1 (“Net Capital Rule”) under the Exchange Act, and related requirements of SROs. The CFTC and NFA also impose net capital requirements. The Net Capital Rule specifies minimum capital requirements that are intended to ensure the general soundness and liquidity of broker-dealers.
Our registered broker-dealer subsidiaries, including LPL Financial, are subject to the Uniform Net Capital Rule under the Exchange Act, and related requirements of SROs. The CFTC and NFA also impose net capital requirements. The Uniform Net Capital Rule specifies minimum capital requirements that are intended to ensure the general soundness and liquidity of broker-dealers.
Competition from other financial services firms, such as reduced or zero commissions to attract clients or trading volume, direct-to-investor online financial services, including so-called “robo” advice, or higher deposit rates to attract client cash balances, could result in pricing pressure or otherwise adversely impact our business.
Competition from other financial services firms, such as reduced or zero commissions to attract clients or trading volume, direct-to-investor online financial services, including so-called “robo” advice, wealth management services augmented by artificial intelligence, or higher deposit rates to attract client cash balances, could result in pricing pressure or otherwise adversely impact our business.
These transactions are accompanied by risks. For instance, an acquisition could have a negative effect on our financial and strategic position and reputation, the synergies expected to result from a business combination could fail to materialize, or the acquired business could fail to further our strategic or financial goals.
For instance, an acquisition could have a negative effect on our financial and strategic position and reputation, the synergies expected to result from a business combination could fail to materialize, or the acquired business could fail to further our strategic or financial goals.
At December 31, 2024, we had total indebtedness of $5.5 billion, of which $2.1 billion is subject to floating interest rates. Our level of indebtedness could increase our vulnerability to general adverse economic and industry conditions.
At December 31, 2025, we had total indebtedness of $7.3 billion, of which $1.1 billion is subject to floating interest rates. Our level of indebtedness could increase our vulnerability to general adverse economic and industry conditions.
For example, we rely on several off-shore service providers, operating in multiple locations, for functions related to cash management, account transfers, information technology infrastructure and support and document indexing, among others.
For example, we rely on several off-shore service providers, operating in multiple locations, for functions related to cash management, account transfers, information technology infrastructure and support and document indexing, among others. In addition, we have limited international operations in Hyderabad, India.
We currently, and may in the future, use, develop, and incorporate systems and tools that leverage artificial intelligence and other machine learning and large language models, including generative artificial intelligence (collectively, “AI”), within our technology platform and services. AI presents risks and challenges that could adversely impact our business.
We currently, and may in the future use, develop and incorporate systems and tools that leverage artificial intelligence and other machine learning and large language models, including generative artificial intelligence (collectively, “AI”), within our technology platform and services.
This application process is time-consuming and may not be successful. As a result, we may be prevented from entering into or acquiring new potentially profitable businesses in a timely manner, or at all. In addition, as a member of FINRA, we are subject to certain regulations regarding changes in control.
As a result, we may be prevented from entering into or acquiring new potentially profitable businesses in a timely manner, or at all. In addition, as a member of FINRA, we are subject to certain regulations regarding changes in control.
Failure to comply with these obligations could result in damage to our reputation and legal liability, censures, penalties and fines, disgorgement of profits, restitution to customers, remediation, the issuance of cease-and-desist orders, or injunctive or other equitable relief against us, which individually or in the aggregate could negatively impact our financial results or adversely affect our ability to attract 28 Table of Contents or retain financial advisors and institutions.
Failure to comply with these obligations could result in damage to our reputation and legal liability, censures, penalties and fines, disgorgement of profits, restitution to customers, remediation, the issuance of cease-and-desist orders, or injunctive or other equitable relief against us, as well as the need to continually invest significant management time and expense to improve compliance, which individually or in the aggregate could negatively impact our financial results or adversely affect our ability to attract or retain financial advisors and institutions.
Because our holding companies are not registered broker- 24 Table of Contents dealers, they are not subject to the Net Capital Rule.
Because our holding companies are not registered broker-dealers, they are not subject to the Uniform Net Capital Rule.
The expiration of contracts with favorable pricing terms, less favorable terms in future contracts, the inability to place deposits with third-party sweep banks, or changes in client cash or money market accounts that we offer could result in declines in our revenue.
The expiration of contracts with favorable pricing terms, less favorable terms in future contracts, the inability to place deposits with third-party sweep banks, changes to regulatory rules or interpretations governing the fees we 15 Table of Contents earn on cash sweep balances, or changes in client cash or money market accounts that we offer could result in declines in our revenue.
In addition to better serving our advisors and their clients, the effective use of technology increases efficiency and enables firms like ours to reduce costs, support our regulatory compliance and reporting functions, and better serve advisors and their clients.
Our business relies extensively on electronic data processing, storage and communications systems. In addition to better serving our advisors and their clients, the effective use of technology increases efficiency and enables firms like ours to reduce costs, support our regulatory compliance and reporting functions, and better serve advisors and their clients.
Virgin Islands; • registered as an investment adviser with the SEC; • a member of FINRA; and • subject to oversight by the DOL relative to its servicing of retirement plan accounts subject to ERISA and the Code.
Virgin Islands; • registered as investment advisers with the SEC; • members of FINRA; and • subject to oversight by the DOL relative to their servicing of retirement plan accounts subject to ERISA and the Code.
LPL Enterprise is: • registered as an introducing broker-dealer with the SEC, each of the 50 states, the District of Columbia, Puerto Rico and the U.S.
Both CES and LPL Enterprise are: • registered as introducing broker-dealers with the SEC, each of the 50 states, the District of Columbia, Puerto Rico and the U.S.
Our failure to comply with ERISA and the Code could result in significant penalties against us that could have a material adverse effect on our business or severely limit the extent to which we could act as fiduciaries for or provide services to these plans.
Our failure to comply with ERISA and the Code could result in significant penalties against us that could have a material adverse effect on our business or severely limit the extent to which we could act as fiduciaries for or provide services to these plans. 25 Table of Contents Risks Related to Our Technology We rely on technology in our business, and technology and execution failures could subject us to losses, litigation and regulatory actions.
The failure of our advisors and employees to comply with such policies and procedures, either intentionally or unintentionally, could result in the loss or wrongful use of their clients’ confidential information or other sensitive information, as well as result in aspects of our technology systems malfunctioning, being disabled or failing to work as designed.
The failure of our advisors and employees to comply with such policies and procedures, either intentionally or unintentionally, could result in the loss or wrongful use of their clients’ confidential information or other sensitive information, as well as infiltration of our systems, system failures or outages or loss of confidential or proprietary information.
For more information, see Note 14 - Commitments and Contingencies within the notes to the consolidated financial statements in this Annual Report on Form 10-K.
As of the date of this Annual Report on Form 10-K, we have a number of pending regulatory matters. For more information, see Note 14 - Commitments and Contingencies within the notes to the consolidated financial statements in this Annual Report on Form 10-K.
There is significant competition for qualified employees in the financial services industry, and we may not be able to retain our existing employees or fill new positions or vacancies created by expansion or turnover. The loss or unavailability of these individuals could have a material adverse effect on our business.
There is significant competition for qualified employees in the financial services industry, and we may not be able to retain our existing employees or fill new positions or vacancies created by expansion or turnover.
In addition, another subsidiary, LPL Enterprise, is an introducing broker-dealer to LPL Financial. LPL Enterprise was created as part of our new business model that supports insurance companies and asset managers ability to provide financial services and expand their respective service capabilities.
Another subsidiary, LPL Enterprise, is an introducing broker-dealer to LPL Financial. LPL Enterprise was created as part of our new business model that supports insurance companies and asset managers’ ability to provide financial services and expand their respective service capabilities. In March 2025, LPL Holdings, Inc. entered into a definitive purchase agreement to acquire Commonwealth.
The CFTC has designated the NFA as LPL Financial’s primary regulator for futures and commodities trading activities. The SEC, FINRA, DOL, CFTC, NFA, OCC, various securities and futures exchanges and other United States and state-level governmental or regulatory authorities continuously review legislative and regulatory initiatives and may 22 Table of Contents adopt new or revised laws, regulations or interpretations.
The SEC, FINRA, DOL, CFTC, NFA, OCC, various securities and futures exchanges and other United States and state-level governmental or regulatory authorities continuously review legislative and regulatory initiatives and may adopt new or revised laws, regulations or interpretations.
As such, we may be forced to delay raising capital, issue different types of capital than we would otherwise, less effectively deploy such capital, or bear an unattractive cost of capital, which could decrease our profitability and significantly reduce our financial flexibility.
As such, we may be forced to delay raising capital, issue different types of capital than we would otherwise, less effectively deploy such capital, or bear an unattractive cost of capital, which could decrease our profitability and significantly reduce our financial flexibility. 18 Table of Contents Our business could be materially adversely affected as a result of the risks associated with acquisitions, investments and strategic relationships.
The development, adoption, and application of AI technologies are still in their early stages, and ineffective or inadequate AI governance, development or deployment practices by us or by third-party developers or vendors could result in unintended consequences. For example, AI algorithms that we use may be flawed or may be based on datasets that are biased or insufficient.
The development, adoption and application of AI technologies are still in their early stages, and ineffective or inadequate AI governance, development or deployment practices by us or by third-party developers or vendors could result in unintended consequences, and may not yield the benefits, insights and efficiencies that we or others anticipate.
Additionally, in the course of operations, we rely upon the technology systems of, and share sensitive proprietary information and personal data with, vendors, third parties and other financial institutions. We also rely upon software and data feeds from various third parties.
Additionally, in the course of operations, we rely upon the technology systems of, and share sensitive proprietary information and personal data with, vendors, third parties and other financial institutions, and our off-shore subsidiary, some of which may store and process data off-shore.
This adaptation of our websites and web-based applications and materials could result in increased costs and may affect the products and services we provide. Failure to comply with federal or state standards could result in litigation, including class action lawsuits.
This adaptation of our websites and web-based applications and materials could result in increased costs and may affect the products and services we provide.
Our Board declared quarterly cash dividends on our outstanding common stock in 2024 and has authorized us to repurchase shares of the Company’s issued and outstanding shares of common stock.
Our Board declared quarterly cash dividends on our outstanding common stock in 2025 and has authorized us to repurchase shares of the Company’s issued and outstanding shares of common stock; however, the Company paused share repurchases in early 2025 as a result of the Commonwealth acquisition.
Our Credit Agreement contains customary restrictions on our activities, including covenants that may restrict us from: • incurring additional indebtedness or issuing disqualified stock or preferred stock; • declaring dividends or other distributions to stockholders; • repurchasing equity interests; • redeeming indebtedness that is subordinated in right of payment to certain debt instruments; • making investments or acquisitions; • creating liens; • selling assets; • guaranteeing indebtedness; • engaging in certain transactions with affiliates; • entering into agreements that restrict dividends or other payments from subsidiaries; and • consolidating, merging or transferring all or substantially all of our assets.
Such covenants would restrict us from: • incurring additional indebtedness or issuing disqualified stock or preferred stock; • declaring dividends or other distributions to stockholders; • repurchasing equity interests; • redeeming indebtedness that is subordinated in right of payment to certain debt instruments; • making investments or acquisitions; • guaranteeing indebtedness; and • entering into agreements that restrict dividends or other payments from subsidiaries.
There also may be real or perceived social harm, unfairness, or other outcomes that undermine public confidence in the use and deployment of AI. Any of the foregoing may result in harm to our business, results of operations, or reputation.
There also may be real or perceived social harm, unfairness, or other outcomes that undermine public confidence in the use and deployment of AI. Further, our external third-party service providers may fail to use AI appropriately.
The risks related to transmitting data and using service providers outside of and storing or processing data within our network are increasing based on escalating and complex malicious cyber activity, including activity that originates outside of the United States from criminal elements and hostile nation-states. 26 Table of Contents Cybersecurity requires ongoing investment and diligence against evolving threats and is subject to federal and state regulation relating to the protection of confidential information.
The risks related to transmitting data and using service providers outside of and storing or processing data within our network are increasing based on escalating and complex malicious cyber activity, including activity that originates outside of the United States from criminal elements and foreign state actors.
We are subject to various regulatory requirements, which, if not complied with, could result in the restriction of the conduct or growth of our business. The business activities that we may conduct are limited by various regulatory agencies. Our membership agreement with FINRA may be amended by application to include additional business activities, as it was in 2024.
The business activities that we may conduct are limited by various regulatory agencies. Our membership agreement with FINRA may be amended by application to include additional business activities or a material change in business operations, as it was in 2024. This application process is time-consuming and may not be successful.
If our business continuity and disaster recovery plans and procedures, or those of our third-party service providers, were disrupted or unsuccessful in the event of a catastrophe, we could experience a material adverse interruption of our operations. 29 Table of Contents Risks Related to Ownership of Our Common Stock The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for our investors.
If our business continuity and disaster recovery plans and procedures, or those of our third-party service providers, were disrupted or unsuccessful in the event of a catastrophe, we could experience a material adverse interruption of our operations.
Our business could be materially adversely affected as a result of the risks associated with acquisitions, investments and strategic relationships. We have made acquisitions and investments and entered into strategic relationships in the past and plan to pursue further acquisitions, investments and strategic relationships in the future, including in connection with our institution offering and Liquidity & Succession solution.
We have made acquisitions and investments and entered into strategic relationships in the past and plan to pursue further acquisitions, investments and strategic relationships in the future, including in connection with our institutional services offering and Liquidity & Succession solution. These transactions are accompanied by risks.
In sum, our profitability may be adversely affected by current and future rulemaking and enforcement activity by the various federal, state and self-regulatory organizations to which we are subject. The effect of these regulatory developments on our business cannot now be anticipated or planned for, but may have further impacts on our products and services and results of operations.
The effect of these regulatory developments on our business cannot now be anticipated or planned for, but may have further impacts on our products and services and results of operations. We are subject to various regulatory requirements, which, if not complied with, could result in the restriction of the conduct or growth of our business.
The primary SRO of LPL Financial’s and LPL Enterprise’s broker-dealer activity is FINRA, and the primary regulator of LPL Financial’s and LPL Enterprise’s investment advisory activity is the SEC. LPL Financial and LPL Enterprise are also subject to state laws, including state “blue sky” laws, and the rules of the Municipal Securities Rulemaking Board for its municipal securities activities.
LPL Financial, LPL Enterprise and Commonwealth are also subject to state laws, including state “blue sky” laws, and the rules of the Municipal Securities Rulemaking Board for its municipal securities activities. The CFTC has designated the NFA as LPL Financial’s primary regulator for futures and commodities trading activities.
The secure and reliable transmission of confidential information, including financial account information and personally identifiable information, over public networks is a critical element of our operations. As part of our normal operations, we maintain and transmit confidential information about clients of our advisors, our advisors and our employees, as well as proprietary information relating to our business operations.
As part of our normal operations, we maintain and transmit confidential information about clients of our advisors, our advisors and our employees, as well as proprietary information relating to our business operations.
Many aspects of our business are subject to comprehensive legal requirements concerning the collection, use and sharing of personal information, including advisor, client and employee information. This includes rules adopted pursuant to the Gramm-Leach-Bliley Act and an ever-increasing number of state laws and regulations, such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act.
This includes rules adopted pursuant to the Gramm-Leach-Bliley Act and an ever-increasing number of state laws and regulations, such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act and NYSDFS Part 500.
In addition, certain aspects of our operations are dependent on third-party financial institutions that we do not control, such as clearing agents, securities exchanges, clearing houses and other financial intermediaries.
If there were deficiencies in the oversight and control of our third-party relationships, and if our regulators held us responsible for those deficiencies, our business, reputation and results of operations could be adversely affected. 17 Table of Contents In addition, certain aspects of our operations are dependent on third-party financial institutions that we do not control, such as clearing agents, securities exchanges, clearing houses and other financial intermediaries.
Future Security Events involving individual and regulatory notifications could lead to litigation involving other financial institutions, class actions, regulatory investigations or other harm. Security Events within the financial services industry are increasing, and threat actors continue to find novel ways to attack technology platforms and services.
Future Security Events involving individual and regulatory notifications could lead to litigation involving other financial institutions, class actions, regulatory investigations or other harm, both financial and reputational.
If the Federal Reserve continues to reduce its target federal funds rate from current levels, our revenue will be impacted.
While the Federal Reserve steadily increased its target federal funds rate in 2022 and 2023 to combat rising inflation, in 2024 and 2025, the Federal Reserve reduced its target federal funds rate, with further reductions possible. If the Federal Reserve continues to reduce its target federal funds rate from current levels, our revenue will be impacted.
Several states have promulgated cybersecurity requirements that impact our compliance obligations. Compliance with these regulations also could be costly and disruptive to our operations, and we cannot provide assurance that the impact of these regulations would not, either individually or collectively, be material to our business.
Compliance with these regulations also could be costly and disruptive to our operations, and we cannot provide assurance that the impact of these regulations would not, either individually or collectively, be material to our business. 27 Table of Contents Our application service provider systems maintain and process confidential data on behalf of advisors and their clients, some of which is critical to our advisors’ business operations.
We can provide no assurances that advisors who join LPL Financial through acquisitions or investments in advisor practices will remain at LPL Financial. Moreover, we may not be able to successfully integrate acquired businesses 18 Table of Contents into ours, and therefore we may not be able to realize the intended benefits from an acquisition.
Moreover, we may not be able to successfully integrate acquired businesses into ours, and therefore we may not be able to realize the intended benefits from an acquisition.
The securities settlement process exposes us to risks related to adverse movements in price. LPL Financial provides clearing services and trade processing for our advisors and their clients and certain institutions. Broker-dealers that clear their own trades are subject to substantially more regulatory requirements than brokers that outsource these functions to third-party providers.
The loss or unavailability of these individuals could have a material adverse effect on our business. 19 Table of Contents The securities settlement process exposes us to risks related to adverse movements in price. LPL Financial provides clearing services and trade processing for our advisors and their clients and certain institutions.
The legal and regulatory landscape surrounding AI is rapidly evolving and remains uncertain, including in the areas of intellectual property, cybersecurity, privacy and data protection. For example, there is uncertainty around the validity and enforceability of intellectual property rights related to use, development and deployment of AI.
Any of the foregoing may result in harm to our business, results of operations, or reputation. The legal and regulatory landscape surrounding AI is rapidly evolving and remains uncertain, including in the areas of intellectual property, cybersecurity, privacy and data protection, as well as consumer protection, competition and equal opportunity laws.
For example, in August 2024, the Company received a request for information from the SEC regarding certain elements of the Company’s cash management program for corporate advisory accounts, which based on the nature of the request, we believe is part of an industry-wide inquiry. The Company has been cooperating with the request.
In August 2024, the Company received a request for information from the SEC regarding certain elements of the Company’s cash management program for corporate advisory accounts. On January 23, 2026, the SEC informed us that it had concluded its investigation and did not intend to recommend an enforcement action.
Similar laws are in force in several other states, and other such laws will go into force over the next few years.
Similar laws are in force in several other states, and other such laws are expected to go into force over the next few years. This also includes the DOJ’s Data Security program that restricts, and in some cases prohibits, access by certain countries of concern or foreign entities to certain data, even if those data are de-identified, anonymized, or encrypted.
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Such a decline has occurred, and could occur in the future. The Federal Reserve steadily increased its target federal funds rate in 2022 and 2023 to combat rising inflation, and while we have experienced a sustained higher interest rate environment, the target federal funds rate was reduced in the second half of 2024, with further reductions anticipated.
Added
Additionally, we expect our current and future competitors to continue to invest in, develop and integrate new technologies, including artificial intelligence and machine learning solutions, to reduce costs associated with providing wealth management services.
Removed
If there were deficiencies in the oversight and control of our third-party relationships, and if our regulators held us responsible for those deficiencies, our business, reputation and results of operations could be adversely affected.
Added
If we are unable to achieve similar cost reductions our business may become less competitive, which could make it more challenging to retain advisors on our platform or attract new advisors, which could have a material adverse effect on our business.
Removed
As of the date of this Annual Report on Form 10-K, we have a number of pending regulatory matters.
Added
In addition, while we believe that our business is well-positioned to take advantage of technological development, the perception that novel applications of technology could disrupt our business could cause the price of our common stock to fluctuate substantially and result in losses for our investors.
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For example, the North American Securities Administrators Association (“NASAA”) has proposed a model conduct rule for broker-dealers for state securities regulators to review and propose for adoption as a statute.
Added
Our client cash programs generate a significant portion of our revenue.
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To the extent any state adopts such a rule and in the event the rule differs from the federal standard, we would be subject to various standards of care throughout multiple jurisdictions.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeEngagement of Third Parties We engage third-party subject matter experts and consultants to conduct evaluations of our security controls, including, but not limited to, penetration testing, maturity assessments or consulting on our response to emerging threats. Results of these evaluations are used to help determine priorities and initiatives to improve the overall 31 Table of Contents Program.
Biggest changeThis includes reporting on issues, risk events or incidents and emerging risks to applicable risk committees to provide monitoring of key risk exposures. Engagement of Third Parties We engage third-party subject matter experts and consultants to conduct evaluations of our security controls, including, but not limited to, penetration testing, maturity assessments or consulting on our response to emerging threats.
Each of the Board and the ARC receive periodic reports on the Program’s effectiveness and progress on at least an annual basis. The assessment, identification and management of cybersecurity-related risks are integrated into the Company’s overall Enterprise Risk Management (“ERM”) process. Cybersecurity risk is included among the significant residual risks identified during the Company’s assessment of business risk.
Each of the Board and the ARC receive periodic reports on the Program’s effectiveness and progress on at least an annual basis. The assessment, identification and management of cybersecurity-related risks are integrated into the Company’s overall Enterprise Risk Management (“ERM”) process.
Vendors are also assessed on a periodic ongoing basis according to their risk classification. We have not identified any cybersecurity incidents that individually, or in the aggregate, have materially affected or are reasonably likely to materially affect the Company.
Vendor cybersecurity controls are then assessed to determine if the vendor’s control environment meets the Company’s standards. Vendors are also assessed on a periodic ongoing basis according to their risk classification. We have not identified any cybersecurity incidents that individually, or in the aggregate, have materially affected or are reasonably likely to materially affect the Company.
Risk Factors ” for more information about the risks associated with cybersecurity.
Risk Factors ” for more information about the risks associated with cybersecurity. 32 Table of Contents
As necessary, we also engage third-party experts and consultants to assist with the incident response process to augment our internal security operation center team. We use a third-party risk performance management program to evaluate cybersecurity risk for third-party service providers. Vendor cybersecurity controls are then assessed to determine if the vendor’s control environment meets the Company’s standards.
Results of these evaluations are used to help determine priorities and initiatives to improve the overall Program. As necessary, we also engage third-party experts and consultants to assist with the incident response process to augment our internal security operation center team. We use a third-party risk performance management program to evaluate cybersecurity risk for third-party service providers.
This risk assessment process is used to inform the Company’s strategic planning process, and to develop action plans to appropriately address and manage risk. It is also used to focus our Board and its committees on the most significant risks to the Company.
Technology risk, which includes cybersecurity risk, is included among the significant residual risks identified during the Company’s assessment of business risk. This risk assessment process is used to inform the Company’s strategic planning process, and to develop action plans to appropriately address and manage risk.
In addition, the enterprise risk function has established foundational frameworks for assessing, monitoring and overseeing the Company’s risks, including risks from cybersecurity threats. This includes reporting on issues, risk events or incidents and emerging risks to applicable risk committees to provide monitoring of key risk exposures.
It is also used to focus our Board and its committees on the most significant risks to the Company. In addition, the enterprise risk function has established foundational frameworks for assessing, monitoring and overseeing the Company’s risks, including risks from cybersecurity threats.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties A summary of our significant locations at December 31, 2024 is shown in the following table: Location Approximate Square Footage Lease Expiration Fort Mill, South Carolina 562,000 2036 San Diego, California 420,000 2029 Austin, Texas 57,000 2029 Tempe, Arizona 44,000 2031 We also lease smaller administrative and operational offices in various locations throughout the United States.
Biggest changeProperties A summary of our significant locations at December 31, 2025 is shown in the following table: Location Approximate Square Footage Lease Expiration Fort Mill, South Carolina 567,000 2045 San Diego, California 536,000 2029 Waltham, Massachusetts 151,000 2038 Tempe, Arizona 86,000 2031 Hyderabad, India 60,000 2028 Austin, Texas 57,000 2029 New York, New York 22,000 2031 We also lease smaller administrative and operational offices in various locations throughout the United States.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

18 edited+10 added−10 removed8 unchanged
Biggest changeItem 4. Mine Safety Disclosures Not applicable. 32 Table of Contents Information about our Executive Officers The following table provides certain information about each of the Company’s executive officers as of the date this Annual Report on Form 10-K has been filed with the SEC: Name Age Position Richard Steinmeier 51 Chief Executive Officer Matthew J.
Biggest changeMine Safety Disclosures Not applicable. 33 Table of Contents Information about our Executive Officers The following table provides certain information about each of the Company’s executive officers as of the date this Annual Report on Form 10-K has been filed with the SEC: Name Age Position Richard Steinmeier 52 Chief Executive Officer Matthew Audette 51 President and Chief Financial Officer Marc Cohen 39 Group Managing Director, Chief Growth Officer Matthew Enyedi 52 Group Managing Director, Chief Client Officer Emily Field 37 Group Managing Director, Chief People Officer Greg Gates 48 Group Managing Director, Chief Technology & Information Officer Aneri Jambusaria 42 Group Managing Director, Chief Wealth Officer Matthew Morningstar 50 Group Managing Director, Chief Legal Officer Executive Officers Richard Steinmeier — Chief Executive Officer Mr.
Gates joined LPL Financial in 2018 with nearly two decades of senior-level management experience focused on the application of technology to solve business challenges on a global scale. Before joining LPL Financial, Mr.
Mr. Gates joined LPL Financial in 2018 with nearly two decades of senior-level management experience focused on the application of technology to solve business challenges on a global scale. Before joining LPL Financial, Mr.
Jambusaria joined LPL Financial in 2020 as executive vice president, strategy and new ventures and transitioned into an expanded role in 2021 to lead the LPL Services Group, including serving as managing director, LPL Services Group from February 2023 to March 2024 and managing director, business & wealth solutions from March 2024 to December 2024.
Jambusaria joined LPL Financial in 2020 as executive vice president, strategy and new ventures and transitioned into an expanded role in 2021 to lead the LPL Services Group, including serving as group managing director, LPL Services Group from February 2023 to March 2024 and group managing director, business & wealth solutions from March 2024 to December 2024.
Steinmeier earned a B.S. in economics from the Wharton School at the University of Pennsylvania and an M.B.A. from Stanford University. Matthew J. Audette — President and Chief Financial Officer Mr. Audette has served as our chief financial officer since 2015 and president since October 2024.
Steinmeier earned a B.S. in economics from the Wharton School at the University of Pennsylvania and an M.B.A. from Stanford University. Matthew Audette — President and Chief Financial Officer Mr. Audette has served as our chief financial officer since 2015 and president since October 2024.
Prior to that, he led LPL Financial’s national sales and wealth management organizations and was responsible for data analytics and accelerating the organic growth of the Company’s advisors across planning, advisory, brokerage and retirement plan services. Prior to joining LPL Financial in 2003, he worked as a financial advisor with UBS PaineWebber. Mr.
Prior to that, he led LPL Financial’s national sales and wealth management organizations and was responsible for accelerating the organic growth of the Company’s advisors across planning, advisory, brokerage and retirement plan services. Prior to joining LPL Financial in 2003, he worked as a financial advisor with UBS PaineWebber. Mr.
In this role, he is responsible for the Company’s financial, risk, compliance, service and supervision, and client operations functions. As chief financial officer, he leads the Company’s financial planning and analysis, treasury, controllership, tax, internal audit, corporate development and investor relations groups. Mr.
In this role, he is responsible for the Company’s financial, risk, compliance, supervision, and client services and operations functions. As chief financial officer, he leads the Company’s financial planning and analysis, treasury, controllership, tax, internal audit, corporate development and investor relations groups. Mr.
Prior to joining LPL Financial, Ms. Jambusaria held various positions at Fidelity Investments, most recently as head of the Planning Office for Enterprise Strategy and Planning. During her nine years at Fidelity, she helped shape strategy for business lines while gaining a strong understanding of wealth management and the products, solutions and technologies that serve investors.
Prior to joining LPL Financial, Ms. Jambusaria held various positions at Fidelity Investments, most 35 Table of Contents recently as head of the Planning Office for Enterprise Strategy and Planning. During her nine years at Fidelity, she helped shape strategy for business lines while gaining a strong understanding of wealth management and the products, solutions and technologies that serve investors.
Gates has served as managing director, chief technology & information officer of LPL Financial since July 2021. In this role he is responsible for managing all aspects of the Company’s technology and systems applications. He leads an information technology organization responsible for delivering technology solutions and market-leading platforms that enable positive, compelling experiences for our advisors, institutions and employees. Mr.
Gates has served as group managing director, chief technology & information officer of LPL Financial since July 2021. In this role he is responsible for managing all aspects of the Company’s technology and systems applications. He leads an information technology organization responsible for delivering technology solutions and market-leading platforms that enable positive, compelling experiences for the Company’s advisors and employees.
The 34 Table of Contents wealth management organization is committed to building the core of the advisor value proposition with capabilities spanning investment, advisory, banking and lending, trading, trust, insurance and financial planning to enable the most successful wealth practices in the industry. Ms.
The wealth management organization is committed to building the core of the advisor value proposition with capabilities spanning investment, advisory, banking and lending, trading, trust, insurance and financial planning to enable the most successful wealth practices in the industry. Ms.
In these roles, he had responsibility for recruiting new advisors and institutions to LPL Financial and to existing advisor practices, as well as exploring new markets and merger and acquisition opportunities. Prior to joining LPL Financial, Mr.
In these roles, he was responsible for recruiting new advisors and institutions to LPL Financial and to existing advisor practices, as well as exploring new markets and merger and acquisition opportunities. Prior to joining LPL Financial, Mr.
Before Fidelity, she worked as a senior consultant for Deloitte’s financial services practice. Ms. Jambusaria earned her B.S. in economics from the Wharton School at the University of Pennsylvania and her M.B.A. from Northwestern University’s Kellogg School of Management. PART II
Before Fidelity, she worked as a senior consultant for Deloitte’s financial services practice. Ms. Jambusaria earned her B.S. in economics from the Wharton School at the University of Pennsylvania and her M.B.A. from Northwestern University’s Kellogg School of Management. Matthew Morningstar – Group Managing Director, Chief Legal Officer Mr.
Enyedi earned a B.A. in speech communication and business administration from the University of San Diego. He earned the Certified Investment Management Analyst® designation from the Haas School of Business at the University of California, Berkeley. Greg Gates — Managing Director, Chief Technology & Information Officer Mr.
Enyedi earned a B.A. in speech communication and business administration from the University of San Diego. He earned the Certified Investment Management Analyst® designation from the Haas School of Business at the University of California, Berkeley. Emily Field — Group Managing Director, Chief People Officer Ms.
Prior to joining LPL Financial, Mr. Cohen was already developing deep relationships in the industry from his early career roles as an intern through to becoming chief operating officer at MarketCounsel. Mr. Cohen earned a B.Accy. in Accountancy from The George Washington University. Sara Dadyar — Managing Director, Chief Human Resources Officer Ms.
Prior to joining LPL Financial, Mr. Cohen was already developing deep relationships in the industry from his early career roles as an intern through to becoming chief operating officer at MarketCounsel. Mr. Cohen earned a B.Accy. in Accountancy from The George Washington University. 34 Table of Contents Matthew Enyedi — Group Managing Director, Chief Client Officer Mr.
Gates earned his B.S. in biomedical engineering from Vanderbilt University and has successfully completed multiple leadership, continuing education and certification programs from several organizations. Aneri Jambusaria – Managing Director, Wealth Management Ms. Jambusaria has served as managing director, wealth management since December 2024.
Gates earned his B.S. in biomedical engineering from Vanderbilt University and has successfully completed multiple leadership, continuing education and certification programs from several organizations. Aneri Jambusaria – Group Managing Director, Chief Wealth Officer Ms. Jambusaria has served as group managing director, chief wealth officer since July 2025. Prior to this role, Ms.
In this role, she leads the wealth management organization, which is responsible for delivering a portfolio of solutions that enable advisors and institutions to offer a differentiated end-to-end wealth management experience for their clients.
Jambusaria served as group managing director, wealth management from December 2024 to July 2025. As chief wealth officer, she leads the wealth management organization, which is responsible for delivering a portfolio of solutions that enable advisors and institutions to offer a differentiated end-to-end wealth management experience for their clients.
The client success organization is a client-centered, cross-functional team responsible for fueling the sustained success and satisfaction of the Company’s advisors and institutions. Under this organization, the relationship/field management, liquidity and succession, client insights and experience, and business design and execution teams focus on defining and maximizing the success of the Company’s clients. Mr.
Enyedi leads success management, same store sales growth strategy and programs, succession, affiliation and lifestyle solutions, and business solutions distribution. The relationship/field management, liquidity and succession, client insights and experience, and business design and execution teams focus on defining and maximizing the success of the Company’s clients. Mr.
In this role, he is responsible for uniting strategy and innovation functions to continuously elevate the client experience. This organization includes the development of the firm’s corporate strategy including business line and affiliation strategy for independent advisors, large enterprises and institutional channels, as well as LPL Business Services and the Emerging Solutions lab. Mr.
As chief growth officer, he is responsible for uniting organic growth efforts with the Company’s strategic priorities. This organization includes the development of the Company’s corporate strategy including channel and affiliation strategy as well as LPL Solutions and the Company’s recruiting and transition teams. Mr.
Dadyar has served as managing director, chief human resources officer of LPL Financial since January 2024. She is responsible for overseeing human resources, including talent development, corporate real estate, total rewards and talent acquisition, advisor and employee learning and development, culture, engagement and inclusion. Ms.
Field has served as group managing director, chief people officer of LPL Financial since August 2025. In this role she is responsible for the Company’s human resources function and for delivering an exceptional employee experience for the Company’s approximately 10,000 employees. Ms.
Removed
Audette 50 President and Chief Financial Officer Althea Brown 48 Managing Director, Chief Legal Officer and Corporate Secretary Marc Cohen 38 Managing Director, Business Strategy & Innovation Sara Dadyar 51 Managing Director, Chief Human Resources Officer Matthew Enyedi 51 Managing Director, Client Success Greg Gates 47 Managing Director, Chief Technology & Information Officer Aneri Jambusaria 41 Managing Director, Wealth Management Executive Officers Richard Steinmeier — Chief Executive Officer Mr.
Added
Marc Cohen – Group Managing Director, Chief Growth Officer Mr. Cohen has served as group managing director, chief growth officer since October 2025. Prior to this role, Mr. Cohen served as group managing director, business strategy and innovation, from December 2024 to October 2025.
Removed
Althea Brown — Managing Director, Chief Legal Officer and Corporate Secretary Ms. Brown has served as managing director, chief legal officer since September 2023.
Added
Enyedi has served as group managing director, chief client officer since July 2025. Prior to this role, Mr. Enyedi served as group managing director, client success from February 2023 to July 2025. The client success organization is a client-centered, cross-functional team responsible for fueling the sustained success and enablement of the Company’s advisors and institutions. Mr.
Removed
She is responsible for leading the firm’s corporate law and government relations, litigation and regulatory affairs, legal operations and legal technology She is also responsible for leading the teams that support the LPL Financial Charitable Foundation and community impact initiatives. Ms.
Added
Field champions data-driven talent management as a key differentiator and elevates the role of human resources as a strategic partner to the business to enable the Company’s objectives. Prior to joining LPL Financial, Ms.
Removed
Brown has more than 25 years of experience in the financial services, technology and retail industries, leading high-performing legal teams for large corporations.
Added
Field held various roles at McKinsey & Company from October 2017 to July 2025, most recently as a partner in the people and organizational performance practice where she led enterprise-scale organizational transformations for large companies and global institutions. Prior to working at McKinsey, Ms.
Removed
She joined LPL Financial from Google, where she spent 11 years, serving most recently as Legal Director, overseeing a large team of product and commercial lawyers advising subsidiary Fitbit and Google’s Devices and Services’ marketing, e-commerce, retail, customer support, and vendor management teams. Earlier in her career, Ms.
Added
Field held various roles in Accenture’s talent and organization practice where she led change management programs, global research initiatives and developed culture transformation and M&A integration strategies.
Removed
Brown served as supervising attorney for Morgan Stanley Smith Barney, and spent 10 years in a variety of roles at J.P. Morgan Chase in their Investment Management and Investment Banking divisions. Ms. Brown received a B.A. in economics and French from New York University and a J.D. from Fordham University School of Law.
Added
She co-authored a book titled Power to the Middle: Why Managers Hold the Keys to the Future of Work and regularly contributes to McKinsey’s “Women in the Workplace” report and other leading publications and podcasts. Ms. Field earned her B.A. in government from Georgetown University. Greg Gates — Group Managing Director, Chief Technology & Information Officer Mr.
Removed
She holds a Six Sigma Black Belt and is a Fellow with the Leadership Council on Legal Diversity. 33 Table of Contents Marc Cohen – Managing Director, Business Strategy & Innovation Mr. Cohen has served as managing director, business strategy & innovation since December 2024.
Added
Morningstar has served as group managing director, chief legal officer since December 2025. In this role, he oversees the legal, policy and community impact teams, driving strategic legal guidance, public policy engagement and community initiatives across the Company. Prior to this role, from July 2024 until November 2025, Mr.
Removed
Dadyar joined LPL Financial in January 2024 from Proterra Inc., where she served as the chief people officer from October 2022 to December 2023. Prior to Proterra, Ms.
Added
Morningstar was chief counsel of litigation and M&A legal at MetLife, where he led global strategy and execution for strategic transactions, litigation and regulatory enforcement matters. Before joining MetLife, Mr.
Removed
Dadyar worked at GE for over 24 years, including as the executive Human Resources leader for GE Gas Power and GE Capital Americas, global executive director of Human Resources for GE Working Capital Solutions, and senior Human Resources director of GE Media, Communications and Entertainment. Ms.
Added
Morningstar was the head of advisory and commercial legal as well as the head of litigation and regulatory affairs for LPL Financial from September 2021 until July 2024 and oversaw litigation, arbitration, regulatory enforcement, special investigations and early dispute resolution across the Company. Mr.
Removed
Dadyar earned a B.A. in art history from the University of Connecticut and completed M.S. coursework in human resources management from Manhattanville College. Matthew Enyedi — Managing Director, Client Success Mr. Enyedi has served as managing director, client success since February 2023.
Added
Morningstar previously held various positions at Morgan Stanley for over 15 years and most recently worked as the head of litigation and regulatory enforcement for its investment management division. Mr. Morningstar earned his B.A. in religion from Columbia University and his J.D. from Cornell Law School. 36 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSecurities Authorized for Issuance Under Equity Compensation Plans The table below sets forth information on compensation plans under which our equity securities are authorized for issuance as of December 31, 2024: Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders 135,510 $ 61.08 12,513,365 36 Table of Contents Purchases of Equity Securities by the Issuer The table below sets forth information regarding share repurchases, reported on a trade date basis, during the three months ended December 31, 2024: Period Total number of shares purchased Weighted-average price paid per share Total number of shares purchased as part of publicly announced program Approximate dollar value of shares that may yet be purchased under the program (millions) (1) October 1, 2024 through October 31, 2024 — $ — — $ 830.0 November 1, 2024 through November 30, 2024 149,729 $ 317.70 149,729 $ 782.4 December 1, 2024 through December 31, 2024 159,487 $ 328.78 159,487 $ 730.0 Total 309,216 309,216 (1) On September 21, 2022, the Board authorized a $2.1 billion increase to the amount available for repurchases of the Company’s issued and outstanding common shares, with $2.0 billion available for repurchases beginning in 2023.
Biggest changeSecurities Authorized for Issuance Under Equity Compensation Plans The table below sets forth information on compensation plans under which our equity securities are authorized for issuance as of December 31, 2025: Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans Equity compensation plans approved by security holders 65,310 $ 63.23 11,662,238 Purchases of Equity Securities by the Issuer On September 21, 2022, the Board authorized a $2.1 billion increase to the amount available for repurchases of the Company’s issued and outstanding common shares, with $2.0 billion available for repurchases beginning in 2023.
The repurchases may be executed from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or privately negotiated transactions, including transactions with affiliates, with the timing of purchases and the amount of shares purchased generally determined at the discretion of the Company within the constraints of the Credit Agreement, applicable laws and consideration of the Company’s general liquidity needs.
Future share repurchases may be executed from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or privately negotiated transactions, including transactions with affiliates, with the timing of purchases and the amount of shares purchased generally determined at the discretion of the Company within the constraints of the Credit Agreement, applicable laws and consideration of the Company’s general liquidity needs.
Management’s Discussion and Analysis of Financial Condition and Results of Operations - Debt and Related Covenants. ” In addition, FINRA regulations restrict dividends in excess of 10% of a member firm’s excess net capital without FINRA’s prior approval, potentially impeding our ability to receive dividends from LPL Financial.
Management’s Discussion and Analysis of Financial Condition and Results of Operations - Debt and Related Covenants. ” In 37 Table of Contents addition, FINRA regulations restrict dividends in excess of 10% of a member firm’s excess net capital without FINRA’s prior approval, potentially impeding our ability to receive dividends from LPL Financial.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the Nasdaq Global Select Market under the symbol “LPLA.” The closing sale price as of February 14, 2025 was $373.98 per share.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is traded on the Nasdaq Global Select Market under the symbol “LPLA.” The closing sale price as of February 19, 2026 was $327.92 per share.
Financial Services Index for the five-year period ended December 31, 2024. The graph assumes a $100 investment at the closing price on December 31, 2019 and reinvestment of the dividends on the respective dividend payment dates without commissions. This graph does not forecast future performance of the Company’s stock.
The graph assumes a $100 investment at the closing price on December 31, 2020 and reinvestment of the dividends on the respective dividend payment dates without commissions. This graph does not forecast future performance of the Company’s stock.
Our Credit Agreement contains restrictions on our activities, including paying dividends on our capital stock. For an explanation of these restrictions, see “ Item 7.
Our Credit Agreement contains restrictions on our activities, which may impact our ability to pay dividends on our capital stock. For an explanation of these restrictions, see “ Item 7.
The number of stockholders of record does not reflect the number of individual or institutional stockholders that beneficially own the Company’s stock because most stock is held in the name of nominees. 35 Table of Contents Performance Graph The following graph compares the cumulative total stockholder return (rounded to the nearest whole dollar) of the Company’s common stock, the Standard & Poor’s 500 Financial Sector Index and the Dow Jones U.S.
Performance Graph The following graph compares the cumulative total stockholder return (rounded to the nearest whole dollar) of the Company’s common stock, the Standard & Poor’s 500 Financial Sector Index and the Dow Jones U.S. Financial Services Index for the five-year period ended December 31, 2025.
As of that date, there were 791 common stockholders of record based on information provided by our transfer agent.
As of that date, there were 731 common stockholders of record based on information provided by our transfer agent. The number of stockholders of record does not reflect the number of individual or institutional stockholders that beneficially own the Company’s stock because most stock is held in the name of nominees.
Removed
See Note 15 - Stockholders’ Equity , within the notes to the consolidated financial statements for additional information.
Added
As of December 31, 2025, the Company had $630.0 million remaining under the existing share repurchase program. The Company paused share repurchases in early 2025 as a result of the Commonwealth acquisition. Given the closing of the transaction, the Company expects to evaluate resuming share repurchases, consistent with its existing capital management strategy.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

4 edited+1 added−0 removed7 unchanged
Biggest changeCorporate Cash: A component of cash and equivalents that includes the sum of cash and equivalents from the following: (1) cash and equivalents held at LPL Holdings, Inc., (2) cash and equivalents held at regulated subsidiaries as defined by the Company’s Credit Agreement, which include LPL Financial LLC, LPL Enterprise, LLC, The Private Trust Company, N.A. and certain of Atria Wealth Solutions, Inc.’s introducing broker-dealer subsidiaries, in excess of the capital requirements of the Company’s Credit Agreement and (3) cash and equivalents held at non-regulated subsidiaries. 37 Table of Contents Credit Agreement: The Company’s amended and restated credit agreement.
Biggest changeCorporate Cash: A component of cash and equivalents that includes the sum of cash and equivalents from the following: (1) cash and equivalents held at LPL Holdings, Inc., (2) cash and equivalents held at regulated subsidiaries as defined by the Company’s Credit Agreement, which include LPL Financial LLC, LPL Enterprise, LLC, The Private Trust Company, N.A., Commonwealth Equity Services, LLC, and certain of Atria’s introducing broker- 38 Table of Contents dealer subsidiaries, in excess of the capital requirements of the Company’s Credit Agreement and (3) cash and equivalents held at non-regulated subsidiaries.
Leverage Ratio: A financial metric from our Credit Agreement that is calculated by dividing Credit Agreement net debt, which equals consolidated total debt less Corporate Cash, by Credit Agreement EBITDA. NFA: The National Futures Association. OCC: The Office of the Comptroller of the Currency. RIA: Registered investment advisor. SEC: The U.S. Securities and Exchange Commission. SRO: Self-regulatory organization.
Leverage Ratio: A financial metric from our Credit Agreement that is calculated by dividing Credit Agreement net debt, which equals consolidated total debt less Corporate Cash, by Credit Agreement EBITDA. NFA: The National Futures Association. OCC: The Office of the Comptroller of the Currency. RIA: Registered investment adviser. SEC: The U.S. Securities and Exchange Commission. SRO: Self-regulatory organization.
Adjusted EB ITDA: A non-GAAP financial measure defined as EBITDA plus acquisition costs, certain regulatory charges, losses on extinguishment of debt and amounts related to the departure of the Company’s former CEO. Adjusted EPS: A non-GAAP financial measure defined as Adjusted Net Income divided by the weighted average number of diluted shares outstanding for the applicable period.
Adjusted EB ITDA: A non-GAAP financial measure defined as EBITDA plus acquisition costs excluding interest, certain regulatory charges, losses on extinguishment of debt and amounts related to the departure of the Company’s former CEO. Adjusted EPS: A non-GAAP financial measure defined as Adjusted Net Income divided by the weighted average number of diluted shares outstanding for the applicable period.
Core G&A: A non-GAAP financial measure defined as total expense excluding the following expenses: advisory and commission; depreciation and amortization; interest expense on borrowings; brokerage, clearing and exchange; amortization of other intangibles; market fluctuations on employee deferred compensation; losses on extinguishment of debt; promotional (ongoing); employee share-based compensation; regulatory charges; and acquisition costs.
Core G&A: A non-GAAP financial measure defined as total expense excluding the following expenses: advisory and commission; depreciation and amortization; interest expense on borrowings; brokerage, clearing and exchange; amortization of other intangibles; market fluctuations on employee deferred compensation; losses on extinguishment of debt; promotional (ongoing); employee share-based compensation; regulatory charges; acquisition costs excluding interest; and transition assistance loan amortization.
Added
Credit Agreement: The Company’s amended and restated credit agreement.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

102 edited+13 added−24 removed101 unchanged
Biggest changeOur key operating, business and financial metrics are as follows: As of and for the Years Ended December 31, Operating Metrics (dollars in billions) (1) 2024 2023 Advisory and Brokerage Assets (2) Advisory assets $ 957.0 $ 735.8 Brokerage assets 783.7 618.2 Total Advisory and Brokerage Assets $ 1,740.7 $ 1,354.1 Advisory as a % of total Advisory and Brokerage Assets 55.0 % 54.3 % Net New Assets (3) Net new advisory assets $ 137.8 $ 76.0 Net new brokerage assets 97.8 28.1 Total Net New Assets $ 235.6 $ 104.1 Organic Net New Assets Organic net new advisory assets $ 115.3 $ 75.0 Organic net new brokerage assets 25.5 25.4 Total Organic Net New Assets $ 140.7 $ 100.4 40 Table of Contents As of and for the Years Ended December 31, 2024 2023 Organic advisory net new assets annualized growth (4) 15.7 % 12.9 % Total organic net new assets annualized growth (4) 10.4 % 9.0 % Client Cash Balances Insured cash account sweep $ 38.3 $ 34.5 Deposit cash account sweep 10.7 9.3 Total Bank Sweep 49.0 43.8 Money market sweep 4.3 2.4 Total Client Cash Sweep Held by Third Parties 53.3 46.2 Client cash account (5) 1.8 2.0 Total Client Cash Balances $ 55.1 $ 48.2 Client Cash Balances as a % of Total Assets 3.2% 3.6% Net buy (sell) activity (6) $ 153.1 $ 137.6 Business and Financial Metrics (dollars in millions) Advisors 28,888 22,660 Average total assets per advisor (7) $ 60.3 $ 59.8 Share repurchases $ 170.0 $ 1,100.1 Dividends $ 89.7 $ 92.2 Leverage ratio (8) 1.89 1.63 Years Ended December 31, Financial Metrics (dollars in millions, except per share data) 2024 2023 Total revenue $ 12,385.1 $ 10,052.8 Net income $ 1,058.6 $ 1,066.3 Earnings per share (“EPS”), diluted $ 14.03 $ 13.69 Non-GAAP Financial Metrics (dollars in millions, except per share data) Adjusted EPS (9) $ 16.51 $ 15.72 Gross profit (10) $ 4,501.3 $ 4,027.0 Adjusted EBITDA (11) $ 2,224.4 $ 2,073.9 Core G&A (12) $ 1,515.5 $ 1,369.4 ____________________ (1) Totals may not foot due to rounding.
Biggest changeOur key operating, business and financial metrics are as follows: As of and for the Years Ended December 31, Operating Metrics (dollars in billions) (1) 2025 2024 Advisory and Brokerage Assets ( 2 ) Advisory assets $ 1,392.7 $ 957.0 Brokerage assets 977.9 783.7 Total Advisory and Brokerage Assets $ 2,370.5 $ 1,740.7 Advisory as a % of total Advisory and Brokerage Assets 58.8 % 55.0 % Net New Assets ( 3 ) Net new advisory assets $ 317.4 $ 137.8 Net new brokerage assets 114.1 97.8 Total Net New Assets $ 431.5 $ 235.6 Organic Net New Assets Organic net new advisory assets $ 116.1 $ 115.3 Organic net new brokerage assets 30.4 25.5 Total Organic Net New Assets $ 146.5 $ 140.7 Organic advisory net new assets annualized growth (4) 12.1 % 15.7 % Total organic net new assets annualized growth (4) 8.4 % 10.4 % 41 Table of Contents As of and for the Years Ended December 31, 2025 2024 Client Cash Balances Insured cash account sweep $ 41.0 $ 38.3 Deposit cash account sweep 15.3 10.7 Total Bank Sweep 56.3 49.0 Money market sweep 2.5 4.3 Total Client Cash Sweep Held by Third Parties 58.8 53.3 Client cash account 2.2 1.8 Total Client Cash Balances $ 61.0 $ 55.1 Client Cash Balances as a % of Total Assets 2.6% 3.2% Net buy (sell) activity (5) $ 160.9 $ 153.1 Business and Financial Metrics (dollars in millions) Advisors 32,178 28,888 Average total assets per advisor (6) $ 73.7 $ 60.3 Share repurchases $ 100.0 $ 170.0 Dividends $ 94.4 $ 89.7 Leverage ratio (7) 1.95 1.89 Years Ended December 31, Financial Metrics (dollars in millions, except per share data) 2025 2024 Total revenue $ 16,989.5 $ 12,385.1 Net income $ 863.0 $ 1,058.6 Earnings per share (“EPS”), diluted $ 10.92 $ 14.03 Non-GAAP Financial Metrics (dollars in millions, except per share data) Adjusted EPS (8) $ 20.09 $ 16.51 Gross profit (9) $ 5,597.9 $ 4,501.3 Adjusted EBITDA (10) $ 2,914.9 $ 2,224.4 Core G&A (11) $ 1,852.1 $ 1,515.5 ____________________ (1) Totals may not foot due to rounding.
It defines the overall level and types of risk we are prepared to accept in order to achieve our strategic objectives and business plan. This statement categorizes risks into strategic, technology, regulatory compliance, operational, liquidity, reputational, credit, interest rate risk, and market risks.
It defines the overall level and types of risk we are prepared to accept in order to achieve our strategic objectives and business plan. This statement categorizes risks into strategic, technology, regulatory compliance, operational, liquidity, reputational, credit, interest rate, and market risks.
Risk Oversight Committee of LPL Financial The ROC, a management committee chaired by the chief risk officer, oversees our risk management activities, including those of our subsidiaries. The ROC, which generally meets once every two months, with additional ad hoc meetings as necessary.
Risk Oversight Committee of LPL Financial The ROC, a management committee chaired by the chief risk officer, oversees our risk management activities, including those of our subsidiaries. The ROC generally meets once every two months, with additional ad hoc meetings as necessary.
The members of the ROC include certain Managing Directors of LPL Financial, as well as other members of LPL Financial’s senior management team who serve as ex-officio/non-voting members and represent key control areas of the Company.
The members of the ROC include certain Group Managing Directors of LPL Financial, as well as other members of LPL Financial’s senior management team who serve as ex-officio/non-voting members and represent key control areas of the Company.
(9) Adjusted EPS is a non-GAAP financial measure defined as adjusted net income, a non-GAAP financial measure defined as net income plus the after-tax impact of amortization of other intangibles, acquisition costs, certain regulatory charges, losses on extinguishment of debt and amounts related to the departure of the Company’s former CEO, divided by the weighted average number of diluted shares outstanding for the applicable period.
(8) Adjusted EPS is a non-GAAP financial measure defined as adjusted net income, a non-GAAP financial measure defined as net income plus the after-tax impact of amortization of other intangibles, acquisition costs, certain regulatory charges, losses on extinguishment of debt and amounts related to the departure of the Company’s former CEO, divided by the weighted average number of diluted shares outstanding for the applicable period.
Business” for information related to our business activities. 38 Table of Contents Our Sources of Revenue Our revenue is derived primarily from fees and commissions from products and advisory services offered by our advisors to their clients, a substantial portion of which we pay out to our advisors, as well as fees we receive from our advisors for the use of our technology, custody, clearing, trust and reporting platforms.
Business” for information related to our business activities. 39 Table of Contents Our Sources of Revenue Our revenue is derived primarily from fees and commissions from products and advisory services offered by our advisors to their clients, a substantial portion of which we pay out to our advisors, as well as fees we receive from our advisors for the use of our technology, custody, clearing, trust and reporting platforms.
Sales-based commission revenue, which occurs when 47 Table of Contents clients trade securities or purchase various types of investment products, primarily represents gross commissions generated by our advisors and can vary from period to period based on the overall economic environment, number of trading days in the reporting period and investment activity of our advisors’ clients.
Sales-based commission revenue, which occurs when clients trade securities or purchase various types of investment products, primarily represents gross commissions 48 Table of Contents generated by our advisors and can vary from period to period based on the overall economic environment, number of trading days in the reporting period and investment activity of our advisors’ clients.
Adjusted EBITDA is defined as EBITDA plus acquisition costs, certain regulatory charges, losses on extinguishment of debt, and amounts related to the departure of the Company’s former CEO . The Company presents EBITDA and adjusted EBITDA because management believes that they can be useful financial metrics in understanding the Company’s earnings from operations.
Adjusted EBITDA is defined as EBITDA plus acquisition costs excluding interest, certain regulatory charges, losses on extinguishment of debt, and amounts related to the departure of the Company’s former CEO . The Company presents EBITDA and adjusted EBITDA because management believes that they can be useful financial metrics in understanding the Company’s earnings from operations.
(2) Consists of total advisory and brokerage assets under custody at the Company’s primary broker-dealer subsidiary, LPL Financial, as well as assets under custody of a third-party custodian related to Atria’s seven introducing broker-dealer subsidiaries. Please consult the “ Results of Operations” section for a tabular presentation of advisory and brokerage assets.
(2) Consists of total advisory and brokerage assets under custody at the Company’s primary broker-dealer subsidiary, LPL Financial, as well as assets under custody of a third-party custodian related to CES and Atria’s introducing broker-dealer subsidiaries. Please consult the “ Results of Operations” section for a tabular presentation of advisory and brokerage assets.
LPL Financial also maintains a line of credit with the Parent. External Liquidity Sources The following table presents amounts outstanding and available under our external lines of credit at December 31, 2024 (in millions): Description Borrower Maturity Date Outstanding Available Senior unsecured, revolving credit facility LPL Holdings, Inc.
LPL Financial also maintains a line of credit with the Parent. External Liquidity Sources The following table presents amounts outstanding and available under our external lines of credit at December 31, 2025 (in millions): Description Borrower Maturity Date Outstanding Available Senior unsecured, revolving credit facility LPL Holdings, Inc.
Any changes in fair value are recognized in other expense in the consolidated statements of operations. The Company does not recognize a liability for contingent payments in acquisitions that are accounted for as asset acquisitions as the amounts to be paid will be uncertain until a future measurement date.
Any changes in fair value are recognized in other expense in the consolidated statements of income. The Company does not recognize a liability for contingent payments in acquisitions that are accounted for as asset acquisitions as the amounts to be paid will be uncertain until a future measurement date.
We believe that based on current levels of operations and anticipated growth, our cash flow from operations, together with other available sources of funds, which include five uncommitted lines of credit, the revolving credit facility established through our Credit Agreement and the committed revolving credit facility of LPL Financial, will provide us with adequate liquidity to satisfy our short-term and long-term working capital needs, the payment of all of our obligations and the funding of anticipated capital expenditures.
We believe that based on current levels of operations and anticipated growth, our cash flow from operations, together with other available sources of funds, which include five uncommitted lines of credit, the revolving credit facility established through our Credit Agreement and the committed revolving credit facility of LPL Financial, will provide us with adequate liquidity to satisfy our 52 Table of Contents short-term and long-term working capital needs, the payment of all of our obligations and the funding of anticipated capital expenditures.
The objective of our policies is to ensure that we can meet our strategic, operational and regulatory liquidity and capital requirements under both normal operating conditions and under periods of stress in the financial markets. Liquidity Our liquidity needs are primarily driven by capital requirements at LPL Financial, interest due on our corporate debt and other capital returns to stockholders.
The objective of our policies is to ensure that we can meet our strategic, operational and regulatory liquidity and capital requirements under both normal operating conditions and under periods of stress in the financial markets. 51 Table of Contents Liquidity Our liquidity needs are primarily driven by capital requirements at LPL Financial, interest due on our corporate debt and other capital returns to stockholders.
As of December 31, 2024, the earliest principal maturity date for our corporate debt with outstanding balances is in 2026 and our revolving credit facilities and uncommitted lines of credit mature between 2025 and 2029.
As of December 31, 2025, the earliest principal maturity date for our corporate debt with outstanding balances is in 2027 and our revolving credit facilities and uncommitted lines of credit mature between 2026 and 2029.
(4) Represents interest payments under our Credit Agreement, which include a variable interest payment for our senior unsecured credit facilities and a fixed interest payment for our senior unsecured notes. Variable interest payments assume the applicable interest rates at December 31, 2024 remain unchanged.
(4) Represents interest payments under our Credit Agreement, which include a variable interest payment for our senior unsecured credit facilities and a fixed interest payment for our senior unsecured notes. Variable interest payments assume the applicable interest rates at December 31, 2025 remain unchanged.
Advisory revenue collected on our corporate RIA advisory platform is proposed by the advisor and agreed to by the client and was approximately 1% of the underlying assets for the year ended December 31, 2024.
Advisory revenue collected on our corporate RIA advisory platform is proposed by the advisor and agreed to by the client and was approximately 1% of the underlying assets for the year ended December 31, 2025.
Risk Factors” for more information about the risks associated with significant interest rate changes and the potential related effects on our profitability and financial condition. 45 Table of Contents Results of Operations A discussion of changes in our results of operations during the year ended December 31, 2023 compared to the year ended December 31, 2022 has been omitted from this Annual Report on Form 10-K, but may be found in “Item 7.
Risk Factors” for more information about the risks associated with significant interest rate changes and the potential related effects on our profitability and financial condition. 46 Table of Contents Results of Operations A discussion of changes in our results of operations during the year ended December 31, 2024 compared to the year ended December 31, 2023 has been omitted from this Annual Report on Form 10-K, but may be found in “Item 7.
Credit Agreement EBITDA, a non-GAAP financial measure, is 41 Table of Contents defined by the Credit Agreement as “Consolidated EBITDA,” which is Consolidated Net Income (as defined in the Credit Agreement) plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles, and is further adjusted to exclude certain non-cash charges and other adjustments, and to include future expected cost savings, operating expense reductions or other synergies from certain transactions .
Credit Agreement EBITDA, a non-GAAP financial measure, is defined in the Credit Agreement as “Consolidated EBITDA,” which is Consolidated Net Income (as defined in the Credit Agreement) plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles, and is further adjusted to exclude certain non-cash charges and other adjustments, and to include future expected cost savings, operating expense reductions or other synergies from certain transactions .
(11) EBITDA and adjusted EBITDA are non-GAAP financial measures. EBITDA is defined as net income plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles.
(10) EBITDA and adjusted EBITDA are non-GAAP financial measures. EBITDA is defined as net income plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles.
When an advisor’s client purchases securities on margin or uses securities as collateral to borrow from us on margin, we are permitted, pursuant to the applicable securities industry regulations, to repledge, loan or sell securities, up to 140% of the client’s margin loan balance, that collateralize those margin accounts.
When an 53 Table of Contents advisor’s client purchases securities on margin or uses securities as collateral to borrow from us on margin, we are permitted, pursuant to the applicable securities industry regulations, to repledge, loan or sell securities, up to 140% of the client’s margin loan balance, that collateralize those margin accounts.
In addition, each broker-dealer subsidiary’s ability to pay dividends would be restricted if its net capital would be less than 5% of aggregate customer debit balances. 53 Table of Contents LPL Financial also acts as an introducing broker-dealer for commodities and futures.
In addition, each broker-dealer subsidiary’s ability to pay dividends would be restricted if its net capital would be less than 5% of aggregate customer debit balances. LPL Financial also acts as an introducing broker-dealer for commodities and futures.
It also examines certain new and complex products and business arrangements, transactions with significant risk elements and identified emerging risks. The chief risk officer provides updates on pertinent ROC discussions to the Audit and Risk Committee on a regular basis and, if necessary or requested, to the Board.
It also examines certain new and complex products and business arrangements, transactions with significant risk elements and identified emerging risks. The chief risk officer provides updates on pertinent ROC discussions to the ARC on a regular basis and, if necessary or requested, to the Board.
They assess the effectiveness of our risk management and internal controls. Internal Audit Department As the third line of defense, the Internal Audit department provides independent and objective assurance of the effectiveness of the Company’s governance, risk management, and internal controls by conducting risk assessments and audits designed to identify and cover important risk categories.
Internal Audit Department As the third line of defense, the Internal Audit department provides independent and objective assurance of the effectiveness of the Company’s governance, risk management, and internal controls by conducting risk assessments and audits designed to identify and cover important risk categories.
(18) The departure of the Company’s former CEO resulted in other income of $26.4 million during the three months and year ended December 31, 2024 related to the clawback of share-based compensation awards, which was offset by share-based compensation expense of $12.0 million related to the modification of certain stock options that were retained as part of the settlement agreement that the Company reached with the former CEO.
(17) The departure of the Company’s former CEO resulted in other income of $26.4 million during the year ended December 31, 2024 related to the clawback of share-based compensation awards, which was offset by share-based compensation expense of $12.0 million related to the modification of certain stock options that were retained as part of the settlement agreement that the Company reached with the former CEO.
See Note 15 - Stockholders’ Equity , within the notes to the consolidated financial statements for additional information regarding our dividends. 52 Table of Contents LPL Financial Liquidity LPL Financial relies primarily on client payables to fund margin lending. LPL Financial maintains additional liquidity through external lines of credit totaling $1.2 billion at December 31, 2024.
See Note 15 - Stockholders’ Equity , within the notes to the consolidated financial statements for additional information regarding our dividends. LPL Financial Liquidity LPL Financial relies primarily on client payables to fund margin lending. LPL Financial maintains additional liquidity through external lines of credit totaling $1.2 billion at December 31, 2025.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 21, 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 20, 2025.
The following table summarizes activity impacting advisory assets for the periods presented (in billions): Years Ended December 31, 2024 2023 Beginning balance at January 1 $ 735.8 $ 583.1 Net new advisory assets (1) 137.8 76.0 Market impact (2) 83.4 76.7 Ending balance at December 31 $ 957.0 $ 735.8 ____________________ (1) Net new advisory assets consist of total client deposits into custodied advisory accounts less total client withdrawals from custodied advisory accounts, plus dividends, plus interest, minus advisory fees.
The following table summarizes activity impacting advisory assets for the periods presented (in billions): Years Ended December 31, 2025 2024 Beginning balance at January 1 $ 957.0 $ 735.8 Net new advisory assets (1) 317.4 137.8 Market impact (2) 118.3 83.4 Ending balance at December 31 $ 1,392.7 $ 957.0 ____________________ (1) Net new advisory assets consist of total client deposits into custodied advisory accounts less total client withdrawals from custodied advisory accounts, plus dividends, plus interest, minus advisory fees.
May 2029 $ 1,047 $ 1,203 Broker-dealer revolving credit facility LPL Financial LLC May 2025 $ — $ 1,000 Unsecured, uncommitted lines of credit LPL Financial LLC None $ — $ 75 Unsecured, uncommitted lines of credit LPL Financial LLC September 2025 $ — $ 50 Secured, uncommitted lines of credit LPL Financial LLC March 2025 $ — $ 75 Secured, uncommitted lines of credit LPL Financial LLC None $ — unspecified Secured, uncommitted lines of credit LPL Financial LLC None $ — unspecified Capital Resources The Company seeks to manage capital levels in support of its business strategy of generating and effectively deploying capital for the benefit of our stockholders.
May 2029 $ 79 $ 2,170 Broker-dealer revolving credit facility LPL Financial LLC May 2026 $ — $ 1,000 Unsecured, uncommitted lines of credit LPL Financial LLC None $ — $ 75 Unsecured, uncommitted lines of credit LPL Financial LLC September 2026 $ — $ 50 Secured, uncommitted lines of credit LPL Financial LLC March 2028 $ — $ 75 Secured, uncommitted lines of credit LPL Financial LLC None $ — unspecified Secured, uncommitted lines of credit LPL Financial LLC None $ — unspecified Capital Resources The Company seeks to manage capital levels in support of its business strategy of generating and effectively deploying capital for the benefit of our stockholders.
Depreciation and amortization expense for the year ended December 31, 2024 increased by $61.5 million compared to 2023, primarily due to our continued investment in technology to support the integrations, enhance our advisor platform and experience, and support onboarding of institutions.
Depreciation and amortization expense for the year ended December 31, 2025 increased by $84.9 million compared to 2024, primarily due to our continued investment in technology to support integrations, enhance our advisor platform and experience, and support onboarding of institutions.
Asset Trends Total advisory and brokerage assets served were $1.7 trillion at December 31, 2024, compared to $1.4 trillion at December 31, 2023. Total net new assets were $235.6 billion for the year ended December 31, 2024, compared to $104.1 billion for the same period in 2023.
Asset Trends Total advisory and brokerage assets served were $2.4 trillion at December 31, 2025, compared to $1.7 trillion at December 31, 2024. Total net new assets were $431.5 billion for the year ended December 31, 2025, compared to $235.6 billion for the same period in 2024.
Gross Profit Trend Gross profit, a non-GAAP financial measure, was $4.5 billion for the year ended December 31, 2024, an increase of 12% from $4.0 billion for the year ended December 31, 2023. See the “Key Performance Metrics” section for additional information on gross profit.
Gross Profit Trend Gross profit, a non-GAAP financial measure, was $5.6 billion for the year ended December 31, 2025, an increase of 24% from $4.5 billion for the year ended December 31, 2024. See the “Key Performance Metrics” section for additional information on gross profit.
The following table summarizes activity impacting brokerage assets for the periods presented (in billions): Years Ended December 31, 2024 2023 Beginning balance at January 1 $ 618.2 $ 527.7 Net new brokerage assets (1) 97.8 28.1 Market impact (2) 67.7 62.4 Ending balance at December 31 $ 783.7 $ 618.2 ____________________ (1) Net new brokerage assets consist of total client deposits into brokerage accounts less total client withdrawals from brokerage accounts, plus dividends, plus interest.
The following table summarizes activity impacting brokerage assets for the periods presented (in billions): Years Ended December 31, 2025 2024 Beginning balance at January 1 $ 783.7 $ 618.2 Net new brokerage assets (1) 114.1 97.8 Market impact (2) 80.1 67.7 Ending balance at December 31 $ 977.9 $ 783.7 ____________________ (1) Net new brokerage assets consist of total client deposits into brokerage accounts less total client withdrawals from brokerage accounts, plus dividends, plus interest.
Interest Expense on Borrowings Interest expense on borrowings includes the interest associated with the Company’s Notes, Term Loan A, Term Loan B (together with our Term Loan A, the “Term Loans”) and revolving credit facilities; amortization of debt issuance costs; and fees associated with the Company’s revolving lines of credit.
Interest Expense on Borrowings Interest expense on borrowings includes the interest associated with the Company’s Notes, Term Loan A , and revolving credit facilities; amortization of debt issuance costs; and fees associated with the Company’s revolving lines of credit.
Below is a reconciliation of net income and earnings per diluted share to adjusted net income and adjusted EPS for the periods presented (in millions, except per share data): Years Ended December 31, 2024 2023 Adjusted Net Income / Adjusted EPS Reconciliation Amount Per Share Amount Per Share Net income / earnings per diluted share $ 1,058.6 $ 14.03 $ 1,066.3 $ 13.69 Regulatory charge (15) 18.0 0.24 40.0 0.51 Amortization of other intangibles 135.2 1.79 107.2 1.38 Acquisition costs (17) 105.9 1.40 48.1 0.62 Departure of former CEO (18) (14.4) (0.19) — — Loss on extinguishment of debt 4.0 0.05 — — Tax benefit (62.1) (0.82) (37.4) (0.48) Adjusted Net Income / Adjusted EPS (†) $ 1,245.3 $ 16.51 $ 1,224.1 $ 15.72 Weighted-average shares outstanding, diluted 75.4 77.9 ____________________ (†) Totals may not foot due to rounding. 42 Table of Contents (10) Gross profit is a non-GAAP financial measure defined as total revenue less advisory and commission expense; brokerage, clearing and exchange expense; and market fluctuations on employee deferred compensation.
Below is a reconciliation of net income and earnings per diluted share to adjusted net income and adjusted EPS for the periods presented (in millions, except per share data): Years Ended December 31, 2025 2024 Adjusted Net Income / Adjusted EPS Reconciliation Amount Per Share Amount Per Share Net income / earnings per diluted share $ 863.0 $ 10.92 $ 1,058.6 $ 14.03 Regulatory charge (14) — — 18.0 0.24 Amortization of other intangibles 236.6 2.99 135.2 1.79 Acquisition costs (16) 740.4 9.37 105.9 1.40 Departure of former CEO (17) — — (14.4) (0.19) Loss on extinguishment of debt — — 4.0 0.05 Tax benefit (251.6) (3.18) (62.1) (0.82) Adjusted Net Income / Adjusted EPS (†) $ 1,588.4 $ 20.09 $ 1,245.3 $ 16.51 Weighted-average shares outstanding, diluted 79.1 75.4 ____________________ (†) Totals may not foot due to rounding. 43 Table of Contents (9) Gross profit is a non-GAAP financial measure defined as total revenue less advisory and commission expense; brokerage, clearing and exchange expense; and market fluctuations on employee deferred compensation.
We operate a three lines of defense model, an industry-standard framework that clarifies roles and responsibilities, and that supports a comprehensive risk management and governance framework. The three lines and associated responsibilities are as follows: • First Line of Defense : This consists of operational management, which owns and manages the risks within their business unit.
We operate a three lines of defense model, an industry-standard framework that clarifies roles and responsibilities, and that supports a comprehensive risk management and governance framework. The three lines and associated responsibilities are as follows: • First Line of Defense : This consists of business management, which owns and operates processes and manages day-to-day risks.
As of December 31, 2024, we have a liability for unrecognized tax benefits of $46.5 million, which we have included in other liabilities in the consolidated statements of financial condition.
As of December 31, 2025, we have a liability for unrecognized tax benefits of $52.8 million, which we have included in other liabilities in the consolidated statements of financial condition.
Below is a calculation of gross profit for the periods presented (in millions): Years Ended December 31, Gross Profit 2024 2023 Total revenue $ 12,385.1 $ 10,052.8 Advisory and commission expense 7,751.0 5,915.8 Brokerage, clearing and exchange expense 127.9 106.0 Employee deferred compensation 4.8 4.1 Gross Profit (18)(†) $ 4,501.3 $ 4,027.0 ____________________ (†) Totals may not foot due to rounding.
Below is a calculation of gross profit for the periods presented (in millions): Years Ended December 31, Gross Profit 2025 2024 Total revenue $ 16,989.5 $ 12,385.1 Advisory and commission expense 11,204.0 7,751.0 Brokerage, clearing and exchange expense 178.1 127.9 Employee deferred compensation 9.4 4.8 Gross Profit (†) $ 5,597.9 $ 4,501.3 ____________________ (†) Totals may not foot due to rounding.
Common Stock Dividends and Share Repurchases During the year ended December 31, 2024, we paid stockholders cash dividends of $89.7 million and repurchased 605,361 of our outstanding shares for a total of $170.0 million. Key Performance Metrics We focus on several key metrics in evaluating the success of our business relationships and our resulting financial position and operating performance.
Common Stock Dividends and Share Repurchases During the year ended December 31, 2025, we paid stockholders cash dividends of $94.4 million and repurchased 289,371 of our outstanding shares for a total of $100.0 million. Key Performance Metrics We focus on several key metrics in evaluating the success of our business relationships and our resulting financial position and operating performance.
Below is a reconciliation of net income to EBITDA and adjusted EBITDA for the periods presented (in millions): Years Ended December 31, EBITDA Reconciliation 2024 2023 Net income $ 1,058.6 $ 1,066.3 Interest expense on borrowings 274.2 186.8 Provision for income taxes 334.3 378.5 Depreciation and amortization 308.5 247.0 Amortization of other intangibles 135.2 107.2 EBITDA (†) $ 2,110.8 $ 1,985.8 Regulatory charge (15) 18.0 40.0 Acquisition costs (17) 105.9 48.1 Departure of former CEO (18) (14.4) — Loss on extinguishment of debt 4.0 — Adjusted EBITDA (†) $ 2,224.4 $ 2,073.9 ____________________ (†) Totals may not foot due to rounding. 43 Table of Contents (12) Core G&A is a non-GAAP financial measure defined as total expense less the following expenses: advisory and commission; depreciation and amortization; interest expense on borrowings; amortization of other intangibles; brokerage, clearing and exchange; market fluctuations on employee deferred compensation; losses on extinguishment of debt; promotional (ongoing); regulatory charges; employee share-based compensation; and acquisition costs.
Below is a reconciliation of net income to EBITDA and adjusted EBITDA for the periods presented (in millions): Years Ended December 31, EBITDA Reconciliation 2025 2024 Net income $ 863.0 $ 1,058.6 Interest expense on borrowings 403.4 274.2 Provision for income taxes 286.5 334.3 Depreciation and amortization 393.4 308.5 Amortization of other intangibles 236.6 135.2 EBITDA (†) $ 2,182.9 $ 2,110.8 Regulatory charge (14) — 18.0 Acquisition costs excluding interest (16) 732.0 105.9 Departure of former CEO (17) — (14.4) Loss on extinguishment of debt — 4.0 Adjusted EBITDA (†) $ 2,914.9 $ 2,224.4 ____________________ (†) Totals may not foot due to rounding. 44 Table of Contents (11) Core G&A is a non-GAAP financial measure defined as total expense less the following expenses: advisory and commission; depreciation and amortization; interest expense on borrowings; amortization of other intangibles; brokerage, clearing and exchange; market fluctuations on employee deferred compensation; losses on extinguishment of debt; promotional (ongoing); regulatory charges; employee share-based compensation; acquisition costs excluding interest and transition assistance loan amortization.
During the years ended December 31, 2024 and 2023, LPL Financial paid dividends of $460.0 million and $710.0 million to the Parent, respectively.
During the years ended December 31, 2025 and 2024, LPL Financial paid dividends of $1.2 billion and $460.0 million to the Parent, respectively.
The following table presents the net capital position of the Company’s primary broker-dealer subsidiary (in thousands): December 31, 2024 LPL Financial LLC Net capital $ 443,742 Less: required net capital 19,426 Excess net capital $ 424,316 Payment by our broker-dealer subsidiaries of dividends greater than 10% of their respective excess net capital during any 35-day rolling period requires approval from FINRA.
The following table presents the net capital position of the Company’s primary broker-dealer subsidiary (in thousands): December 31, 2025 LPL Financial LLC Net capital $ 336,201 Less: required net capital 24,789 Excess net capital $ 311,412 Payment by our broker-dealer subsidiaries of dividends greater than 10% of their respective excess net capital during any 35-day rolling period requires approval from FINRA.
The required ratios under our financial covenants and actual ratios were as follows: December 31, 2024 Financial Ratio Covenant Requirement Actual Ratio Leverage Ratio (Maximum) 4.0 1.89 Interest Coverage (Minimum) 3.0 10.09 Certain restrictive covenants under certain of our Indentures are currently suspended.
The required ratios under our financial covenants and actual ratios were as follows: December 31, 2025 Financial Ratio Covenant Requirement Actual Ratio Leverage Ratio (Maximum) 4.0 1.95 Interest Coverage (Minimum) 3.0 9.16 55 Table of Contents Certain restrictive covenants under certain of our Indentures are currently suspended.
For example, we regularly review the structure and fees of our products and services, including related disclosures, in the context of the changing regulatory environment and competitive landscape for advisory and brokerage accounts. Significant Events Closed on the acquisition of Atria Wealth Solutions, Inc.
For example, we regularly review the structure and fees of our products and services, including related disclosures, in the context of the changing regulatory environment and competitive landscape for advisory and brokerage accounts.
Promotional (ongoing) for the years ended December 31, 2024 and December 31, 2023 excludes $7.0 million and $3.6 million, respectively, of expenses incurred as a result of acquisitions, which are included in the acquisition costs line item.
Promotional (ongoing) for the years ended December 31, 2025 and December 31, 2024 excludes $86.0 million and $7.0 million, respectively, of expenses incurred as a result of acquisitions, which are included in the Acquisition costs line item. (20) The Company incurred $419.0 million of acquisition costs at the Commonwealth closing.
See Note 4 - Acquisitions and Note 11 - Corporate Debt and Other Borrowings, Net within the notes to the consolidated financial statements for additional information.
See Note 1 - Organization and Description of the Company and Note 11 - Corporate Debt and Other Borrowings, Net , within the notes to the consolidated financial statements for additional information.
Instances where operational risk exposure can manifest across our business include, but are not limited to: process or control failures; external or internal fraud resulting from unethical behavior or misconduct of employees and advisors; external events such as a pandemic, theft, or fraud; risks introduced by third-party vendors and/or counterparties; issues stemming from the use of artificial intelligence; and inadequate data governance, which could result in data breaches, loss, lack of compliance, or unauthorized access.
Instances where operational risk exposure can manifest across our business include, but are not limited to: process or control failures; external or internal fraud resulting from unethical behavior or misconduct of employees and advisors; external events such as a pandemic, theft, or fraud; risks introduced by third-party vendors and/or counterparties; risks introduced by third-party financial institutions that we do not control, such as clearing agents, securities exchanges, clearing houses and other financial intermediaries, including any interruption in their operations; issues stemming from the use of AI, including misuse by advisors or third-party vendors or the use of AI by malicious third parties; and inadequate data governance, which could result in data breaches, loss, lack of compliance, or unauthorized access.
Currently, the highest NFA requirement is the minimum net capital calculated and required pursuant to the SEC’s Uniform Net Capital Rule. Our subsidiary PTC is also subject to various regulatory capital requirements.
Currently, the highest NFA requirement is the minimum net capital calculated and required pursuant to the SEC’s Uniform Net Capital Rule. Our other regulated subsidiaries, including LPL Enterprise, CES, and PTC, are also subject to various regulatory capital requirements.
Below are reconciliations of corporate debt and other borrowings to Credit Agreement net debt as of the dates below and net income to EBITDA and Credit Agreement EBITDA for the periods presented (in millions): December 31, Credit Agreement Net Debt Reconciliation 2024 2023 Corporate debt and other borrowings $ 5,517.0 $ 3,757.2 Corporate Cash (13) (479.4) (183.7) Credit Agreement Net Debt (†) $ 5,037.6 $ 3,573.5 Years Ended December 31, EBITDA and Credit Agreement EBITDA Reconciliation 2024 2023 Net income $ 1,058.6 $ 1,066.3 Interest expense on borrowings 274.2 186.8 Provision for income taxes 334.3 378.5 Depreciation and amortization 308.5 247.0 Amortization of other intangibles 135.2 107.2 EBITDA (†) $ 2,110.8 $ 1,985.8 Credit Agreement Adjustments: Acquisition costs and other (14)(15) $ 223.6 $ 110.2 Employee share-based compensation 89.0 66.0 M&A accretion (16) 235.0 30.3 Advisor share-based compensation 2.6 2.6 Loss on extinguishment of debt 4.0 — Credit Agreement EBITDA (†) $ 2,665.0 $ 2,194.8 December 31, 2024 2023 Leverage Ratio 1.89 1.63 ____________________ (†) Totals may not foot due to rounding.
Below are reconciliations of corporate debt and other borrowings to Credit Agreement net debt as of the dates below and net income to EBITDA and Credit Agreement EBITDA for the periods presented (in millions): December 31, Credit Agreement Net Debt Reconciliation 2025 2024 Corporate debt and other borrowings $ 7,299.0 $ 5,517.0 Corporate Cash (12) (469.7) (479.4) Credit Agreement Net Debt (†) $ 6,829.3 $ 5,037.6 Years Ended December 31, EBITDA and Credit Agreement EBITDA Reconciliation 2025 2024 Net income $ 863.0 $ 1,058.6 Interest expense on borrowings 403.4 274.2 Depreciation and amortization 393.4 308.5 Provision for income taxes 286.5 334.3 Amortization of other intangibles 236.6 135.2 EBITDA (†) $ 2,182.9 $ 2,110.8 Credit Agreement Adjustments: Acquisition costs and other (13)(14) $ 777.3 $ 223.6 Employee share-based compensation 76.0 89.0 M&A accretion (15) 462.6 235.0 Advisor share-based compensation 3.1 2.6 Loss on extinguishment of debt — 4.0 Credit Agreement EBITDA (†) $ 3,501.8 $ 2,665.0 December 31, 2025 2024 Leverage Ratio 1.95 1.89 ____________________ (†) Totals may not foot due to rounding.
(15) The Company recorded an $18.0 million regulatory charge for the year ended December 31, 2024 related to an investigation of the Company’s compliance with certain elements of the Company’s Anti-Money Laundering compliance program .
(14) The Company recorded an $18.0 million regulatory charge for the year ended December 31, 2024 related to a penalty proposed by the SEC as part of its civil investigation of the Company’s compliance with certain elements of the Company’s anti-money laundering compliance program.
Net new brokerage assets were $97.8 billion for the year ended December 31, 2024, compared to $28.1 billion in 2023. Brokerage assets were $783.7 billion at December 31, 2024, up 27% from $618.2 billion at December 31, 2023.
Net new brokerage assets were $114.1 billion for the year ended December 31, 2025, compared to $97.8 billion in 2024. Brokerage assets were $977.9 billion at December 31, 2025, up 25% from $783.7 billion at December 31, 2024.
The ARC reports to the Board on a regular basis and coordinates with the Board and other Board committees with respect to the oversight of risk management and risk assessment guidelines. 57 Table of Contents Compensation and Human Resources Committee of the Board In addition to its other responsibilities, the Compensation and Human Resources Committee of the Board assesses whether our compensation arrangements encourage inappropriate risk-taking, and whether risks arising from our compensation arrangements are reasonably likely to have a material adverse effect on the Company.
Compensation and Human Resources Committee of the Board In addition to its other responsibilities, the Compensation and Human Resources Committee of the Board assesses whether our compensation arrangements encourage inappropriate risk-taking, and whether risks arising from our compensation arrangements are reasonably likely to have a material adverse effect on the Company.
Net new advisory assets were $137.8 billion for the year ended December 31, 2024, compared to $76.0 billion in 2023. Advisory assets were $957.0 billion, or 55.0% of total advisory and brokerage assets served, at December 31, 2024, up 30% from $735.8 billion at December 31, 2023.
Net new advisory assets were $317.4 billion for the year ended December 31, 2025, compared to $137.8 billion in 2024. Advisory assets were $1,392.7 billion, or 58.8% of total advisory and brokerage assets served, at December 31, 2025, up 46% from $957.0 billion at December 31, 2024.
Service and fee revenue for the year ended December 31, 2024 increased by $43.6 million compared to 2023, primarily due to increases in IRA custodian fees, trading, licensing, and resource fees, and error and omission insurance fees. Transaction Transaction revenue includes transaction charges generated in both advisory and brokerage accounts from mutual funds, exchange-traded funds and fixed income products.
Service and fee revenue for the year ended December 31, 2025 increased by $100.4 million compared to 2024, primarily due to increases in custodian fees, trading, licensing, conference services and registration fees. 49 Table of Contents Transaction Transaction revenue includes transaction charges generated in both advisory and brokerage accounts from mutual funds, exchange-traded funds and fixed income products.
Amortization of Other Intangibles Amortization of other intangibles represents the benefits received for the use of long-lived intangible assets established through our acquisitions. Amortization of other intangibles for the year ended December 31, 2024 increased by $28.0 million compared to 2023, primarily due to increases in intangible assets resulting from acquisitions.
Amortization of Other Intangibles Amortization of other intangibles represents the benefits received for the use of long-lived intangible assets established through our acquisitions. Amortization of other intangibles for the year ended December 31, 2025 increased by $101.3 million compared to 2024, primarily due to additional intangible assets acquired during the period.
The below table summarizes the primary components of acquisition costs for the periods presented (in millions): Years Ended December 31, Acquisition Costs 2024 2023 Fair value mark on contingent consideration $ 41.7 $ 26.7 Professional services 20.9 10.0 Compensation and benefits 35.0 6.1 Promotional (19) 7.0 3.6 Other 1.3 1.7 Acquisition Costs (†) $ 105.9 $ 48.1 ____________________ (†) Totals may not foot due to rounding.
The below table summarizes the primary components of acquisition costs for the periods presented (in millions): Years Ended December 31, Acquisition Costs 2025 2024 Compensation and benefits (20) $ 312.1 $ 35.0 Occupancy and equipment (20) 203.7 0.1 Promotional (19) 86.0 7.0 Professional services 41.7 20.9 Change in fair value of contingent consideration 24.2 41.7 Interest 8.5 — Other 64.3 1.3 Acquisition Costs (†) $ 740.4 $ 105.9 ____________________ (†) Totals may not foot due to rounding.
The following table summarizes the composition of advisory assets for the periods presented (in billions): December 31, 2024 2023 $ Change % Change Corporate advisory assets $ 678.3 $ 496.5 $ 181.8 37 % Independent RIA advisory assets 278.7 239.3 39.4 16 % Total advisory assets $ 957.0 $ 735.8 $ 221.2 30 % Net new advisory assets are generated throughout the quarter, therefore, the full impact of net new advisory assets to advisory revenue is not realized in the same period.
The following table summarizes the composition of advisory assets for the periods presented (in billions): December 31, 2025 2024 $ Change % Change Corporate advisory assets $ 1,064.2 $ 678.3 $ 385.9 57 % Independent RIA advisory assets 328.5 278.7 49.8 18 % Total advisory assets $ 1,392.7 $ 957.0 $ 435.7 46 % Net new advisory assets are generated throughout the quarter, therefore, the full impact of net new advisory assets to advisory revenue is not realized in the same period.
Promotional Promotional expense includes business development costs related to advisor recruitment and retention, costs related to hosting certain advisory conferences that serve as training, sales and marketing events, and other costs that support advisor business growth.
See Note 4 - Acquisitions , within the notes to the consolidated financial statements for additional information. Promotional Promotional expense includes business development costs related to advisor recruitment and retention, costs related to hosting certain advisory conferences that serve as training, sales and marketing events, and other costs that support advisor business growth.
Below is a reconciliation of the Company’s total expense to core G&A for the periods presented (in millions): Years Ended December 31, Core G&A Reconciliation 2024 2023 Total expense $ 10,992.2 $ 8,608.1 Advisory and commission (7,751.0 ) (5,915.8 ) Depreciation and amortization (308.5 ) (247.0 ) Interest expense on borrowings (274.2 ) (186.8 ) Amortization of other intangibles (135.2 ) (107.2 ) Brokerage, clearing and exchange (127.9 ) (106.0 ) Employee deferred compensation (4.8 ) (4.1 ) Loss on extinguishment of debt (4.0 ) — Total G&A (†) 2,386.5 2,041.2 Promotional (ongoing) (17)(19) (628.9 ) (486.3 ) Regulatory charges (15) (47.3 ) (71.3 ) Employee share-based compensation (89.0 ) (66.0 ) Acquisition costs (17) (105.9 ) (48.1 ) Core G&A (†) $ 1,515.5 $ 1,369.4 ____________________ (†) Totals may not foot due to rounding.
Below is a reconciliation of the Company’s total expense to core G&A for the periods presented (in millions): Years Ended December 31, Core G&A Reconciliation 2025 2024 Total expense $ 15,840.0 $ 10,992.2 Advisory and commission (11,204.0) (7,751.0) Depreciation and amortization (393.4) (308.5) Interest expense on borrowings (403.4) (274.2) Amortization of other intangibles (236.6) (135.2) Brokerage, clearing and exchange (178.1) (127.9) Employee deferred compensation (9.4) (4.8) Loss on extinguishment of debt — (4.0) Total G&A (†) 3,415.0 2,386.5 Acquisition costs excluding interest (16) (732.0) (105.9) Promotional (ongoing) (18)(19) (317.2) (363.4) Transition assistance loan amortization (18) (408.7) (265.5) Employee share-based compensation (76.0) (89.0) Regulatory charges (14) (29.0) (47.3) Core G&A (†) $ 1,852.1 $ 1,515.5 ____________________ (†) Totals may not foot due to rounding.
They are responsible for implementing controls and managing day-to-day risks. • Second Line of Defense : This includes the risk management and compliance functions. They provide guidance and oversight, and monitor the effectiveness of controls implemented by the first line. • Third Line of Defense : This is the internal audit function, which provides independent assurance.
They provide guidance and oversight, and monitor the effectiveness of controls implemented by the first line. • Third Line of Defense : This is the internal audit function, which provides independent assurance. They assess the effectiveness of our risk management and internal controls.
Combined Summarized Statements of Income Year Ended December 31, 2024 Revenues (1) $ 107,153 Revenues from non-guarantor subsidiaries 16,246 Advisory and commission expense (1) 103,333 Interest expense on borrowings 270,278 Expenses from non-guarantor subsidiaries 22,800 Loss before provision for income taxes (354,528) Net loss (269,956) ____________________ (1) Revenues primarily include unrealized gains and losses on assets held in the non-qualified deferred compensation plan offered to advisors and employees, while advisory and commission expense includes the deferred advisory and commission fee expense associated with mark-to-market gains or losses on the non-qualified deferred compensation plan offered to advisors.
Combined Summarized Statements of Income Year Ended December 31, 2025 Revenues (1) $ 179,912 Revenues from non-guarantor subsidiaries 18,643 Advisory and commission expense (1) 142,237 Interest expense on borrowings 399,584 Expenses from non-guarantor subsidiaries 19,821 Loss before provision for income taxes (640,588) Net loss (482,614) ____________________ (1) Revenues primarily include unrealized gains and losses on assets held in the non-qualified deferred compensation plan offered to advisors and employees, while advisory and commission expense includes the deferred advisory and commission fee expense associated with mark-to-market gains or losses on the non-qualified deferred compensation plan offered to advisors.
Asset-based revenue for the year ended December 31, 2024 increased by $120.0 million compared to 2023, primarily due to an increase in other asset-based revenue, partially offset by a decrease in client cash revenue. Other asset-based revenue increased by $203.3 million compared to 2023 due to increases in asset balances in recordkeeping and sponsorship programs.
Other asset-based revenue increased by $267.0 million compared to 2024 primarily due to increases in recordkeeping and sponsorship program revenue. Client cash revenue for the year ended December 31, 2025 increased $231.3 million compared to 2024 primarily due to higher average client cash balances.
Promotional expense for the year ended December 31, 2024 increased by $130.1 million compared to 2023, primarily due to increases in large bank integration labor and increases in recruited assets and advisors that led to higher costs to support transition assistance and retention.
Promotional expense for the year ended December 31, 2025 increased by 50 Table of Contents $147.9 million compared to 2024, primarily due to increases in recruited assets and advisors that led to higher costs to support transition assistance and retention, partially offset by decreases in large institutional onboarding costs.
The decrease in our effective tax rate for the year ended December 31, 2024 was primarily due to a reduction in non-deductible expenses, a release of uncertain tax positions and additional tax benefits for the vesting and exercise of share-based compensation. See Note 14 - Commitments and Contingencies , within the notes to the consolidated financial statements for further detail.
The increase in our effective tax rate for the year ended December 31, 2025 was primarily due to a decrease in tax benefits for share-based compensation and an increase in reserves for uncertain tax positions. See Note 13 - Income Taxes , within the notes to the consolidated financial statements for further detail.
The Credit Agreement defines Credit Agreement EBITDA as “Consolidated EBITDA,” which is Consolidated Net Income (as defined in the Credit Agreement) plus interest expense on borrowings, provision for income taxes, depreciation and amortization and amortization of other intangibles, and is further adjusted to exclude certain non-cash charges and other adjustments, and to include future expected cost savings, operating expense reductions or other synergies from certain transactions. 55 Table of Contents As of December 31, 2024, we were in compliance with our Credit Agreement financial covenants, which include a maximum Consolidated Total Debt to Consolidated EBITDA Ratio (as defined in the Credit Agreement) or “Leverage Ratio” and a minimum Consolidated EBITDA to Consolidated Interest Expense Ratio (as defined in the Credit Agreement) or “Interest Coverage.” The breach of these financial covenants would be subject to certain equity cure rights.
The Credit Agreement defines Credit Agreement EBITDA as “Consolidated EBITDA,” which is Consolidated Net Income (as defined in the Credit Agreement) plus interest expense on borrowings, provision for income taxes, depreciation and amortization and amortization of other intangibles, and is further adjusted to exclude certain non-cash charges and other adjustments, and to include future expected cost savings, operating expense reductions or other synergies from certain transactions.
Common Stock Dividends The payment, timing and amount of any dividends are subject to approval by LPLFH’s Board, as well as certain limits under our Credit Agreement.
See Note 15 - Stockholders’ Equity , within the notes to the consolidated financial statements for additional information regarding our share repurchases. Common Stock Dividends The payment, timing and amount of any dividends are subject to approval by LPLFH’s Board, as well as certain limits under our Credit Agreement.
Failure to meet the respective minimum capital requirements can result in certain mandatory and discretionary actions by regulators that, if undertaken, could have substantial monetary and non-monetary impacts on PTC’s operations.
Failure to meet the respective minimum capital requirements can result in certain mandatory and discretionary actions by regulators that, if undertaken, could have substantial monetary and non-monetary impacts on these subsidiaries’ operations. As of December 31, 2025, the Company’s other regulated subsidiaries met all capital adequacy requirements to which they were subject.
(8) The leverage ratio is a financial metric from our Credit Agreement and is calculated by dividing Credit Agreement net debt, which equals consolidated total debt less Corporate Cash, by Credit Agreement EBITDA.
(6) Calculated based on the end of period total advisory and brokerage assets divided by the end of period advisor count. 42 Table of Contents (7) The leverage ratio is a financial metric from our Credit Agreement and is calculated by dividing Credit Agreement net debt, which equals consolidated total debt less Corporate Cash, by Credit Agreement EBITDA.
The following discussion presents an analysis of our results of operations for the years ended December 31, 2024 and 2023 (in thousands): Years Ended December 31, 2024 2023 % Change REVENUE Advisory $ 5,461,858 $ 4,135,681 32 % Commission: Sales-based 1,763,232 1,252,783 41 % Trailing 1,542,255 1,299,840 19 % Total commission 3,305,487 2,552,623 29 % Asset-based: Client cash 1,426,528 1,509,869 (6 %) Other asset-based 1,071,170 867,860 23 % Total asset-based 2,497,698 2,377,729 5 % Service and fee 552,020 508,437 9 % Transaction 236,274 199,939 18 % Interest income, net 187,606 159,415 18 % Other 144,164 119,024 21 % Total revenue 12,385,107 10,052,848 23 % EXPENSE Advisory and commission 7,751,006 5,915,807 31 % Compensation and benefits 1,136,717 979,681 16 % Promotional 589,339 459,233 28 % Depreciation and amortization 308,527 246,994 25 % Occupancy and equipment 281,210 248,620 13 % Interest expense on borrowings 274,181 186,804 47 % Amortization of other intangibles 135,234 107,211 26 % Brokerage, clearing and exchange 127,941 105,984 21 % Professional services 93,729 72,583 29 % Communications and data processing 75,838 75,717 — % Other 218,493 209,439 4 % Total expense 10,992,215 8,608,073 28 % INCOME BEFORE PROVISION FOR INCOME TAXES 1,392,892 1,444,775 (4 %) PROVISION FOR INCOME TAXES 334,276 378,525 (12 %) NET INCOME $ 1,058,616 $ 1,066,250 (1 %) 46 Table of Contents Revenue Advisory Advisory revenue represents fees charged to advisors’ clients’ advisory accounts on our corporate RIA advisory platform and is based on a percentage of the market value of the eligible assets in the clients’ advisory accounts.
The following discussion presents an analysis of our results of operations for the years ended December 31, 2025 and 2024 (in thousands): Years Ended December 31, 2025 2024 % Change REVENUE Advisory $ 8,161,238 $ 5,461,858 49 % Commission: Sales-based 2,645,913 1,763,232 50 % Trailing 1,859,159 1,542,255 21 % Total commission 4,505,072 3,305,487 36 % Asset-based: Client cash 1,657,807 1,426,528 16 % Other asset-based 1,338,126 1,071,170 25 % Total asset-based 2,995,933 2,497,698 20 % Service and fee 652,395 552,020 18 % Transaction 270,813 236,274 15 % Interest income, net 231,616 187,606 23 % Other 172,412 144,164 20 % Total revenue 16,989,479 12,385,107 37 % EXPENSE Advisory and commission 11,204,046 7,751,006 45 % Compensation and benefits 1,586,043 1,136,717 40 % Promotional 737,197 589,339 25 % Occupancy and equipment 577,224 281,210 105 % Interest expense on borrowings 403,406 274,181 47 % Depreciation and amortization 393,434 308,527 28 % Amortization of other intangibles 236,578 135,234 75 % Professional services 218,738 93,729 133 % Brokerage, clearing and exchange 178,133 127,941 39 % Communications and data processing 85,846 75,838 13 % Other 219,327 218,493 — % Total expense 15,839,972 10,992,215 44 % INCOME BEFORE PROVISION FOR INCOME TAXES 1,149,507 1,392,892 (17 %) PROVISION FOR INCOME TAXES 286,483 334,276 (14 %) NET INCOME $ 863,024 $ 1,058,616 (18 %) 47 Table of Contents Revenue Advisory Advisory revenue represents fees charged to advisors’ clients’ advisory accounts on our corporate RIA advisory platform and is based on a percentage of the market value of the eligible assets in the clients’ advisory accounts.
Depreciation and Amortization Depreciation and amortization expense relates to the use of property and equipment, which includes internally developed software, hardware, leasehold improvements and other equipment.
See Note 11 - Corporate Debt and Other Borrowings, Net , within the notes to the consolidated financial statements for further detail. Depreciation and Amortization Depreciation and amortization expense relates to the use of property and equipment, which includes internally developed software, hardware, leasehold improvements and other equipment.
Service and Fee Service and fee revenue is generated from advisor and retail investor services, including technology, insurance, conferences, licensing, business services and planning and advice services, IRA custodian and other client account fees.
Service and Fee Service and fee revenue is generated from advisor and retail investor services, including technology, insurance, conferences, licensing, business services and planning and advice services, IRA custodian and other client account fees. We charge separate fees to RIAs on our Independent RIA advisory platform for technology, clearing, administrative, oversight and custody services, which may vary.
Combined Summarized Statements of Financial Condition December 31, 2024 December 31, 2023 Cash and equivalents $ 39,782 $ 26,587 Other receivables, net 15,032 2,793 Property and equipment, net 161,845 154,920 Goodwill 1,251,908 1,251,908 Other intangibles, net 67,486 95,461 Receivables from non-guarantor subsidiaries 148,855 153,377 Other assets 1,333,061 1,017,289 Corporate debt and other borrowings, net 5,494,724 3,734,111 Accounts payable and accrued liabilities 66,818 53,817 Payables to non-guarantor subsidiaries 101,400 76,683 Other liabilities 1,247,792 986,274 Debt and Related Covenants The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to: • incur additional indebtedness or issue disqualified stock or preferred stock; • declare dividends, or other distributions to stockholders; • repurchase equity interests; • redeem indebtedness that is subordinated in right of payment to certain debt instruments; • make investments or acquisitions; • create liens; • sell assets; • guarantee indebtedness; • engage in certain transactions with affiliates; • enter into agreements that restrict dividends or other payments from subsidiaries; and • consolidate, merge or transfer all or substantially all of our assets.
Combined Summarized Statements of Financial Condition December 31, 2025 December 31, 2024 Cash and equivalents $ 19,368 $ 39,782 Other receivables, net 3,090 15,032 Property and equipment, net 177,136 161,845 Goodwill 1,251,908 1,251,908 Other intangibles, net 39,819 67,486 Receivables from non-guarantor subsidiaries 105,657 148,855 Other assets 1,525,640 1,333,061 Corporate debt and other borrowings, net 7,258,694 5,494,724 Accounts payable and accrued liabilities 83,637 66,818 Payables to non-guarantor subsidiaries 85,228 101,400 Other liabilities 1,568,879 1,247,792 Debt and Related Covenants The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to: • create liens; • sell assets; • engage in certain transactions with affiliates; and • consolidate, merge or transfer all or substantially all of our assets.
See Note 16 - Share-Based Compensation, Employee Incentives and Benefit Plans, within the notes to the consolidated financial statements for additional information. 44 Table of Contents (19) Promotional (ongoing) for the years ended December 31, 2024 and December 31, 2023 includes $46.6 million and $30.7 million, respectively, of support costs related to full-time employees that are classified within compensation and benefits expense in the consolidated statements of income.
Prior period disclosures have been updated to reflect these changes as applicable. 45 Table of Contents (19) Promotional (ongoing) for the years ended December 31, 2025 and December 31, 2024 includes $74.7 million and $46.6 million, respectively, of support costs related to full-time employees that are classified within compensation and benefits expense in the consolidated statements of income.
Corporate Cash is the sum of cash and equivalents from the following: (1) cash and equivalents held at the Parent, (2) cash and equivalents held at regulated subsidiaries as defined by the Credit Agreement, which include LPL Financial, LPL Enterprise, PTC and Atria’s introducing broker-dealer subsidiaries, in excess of the capital requirements of the Credit Agreement and (3) cash and equivalents held at non-regulated subsidiaries. 51 Table of Contents The following table presents the components of Corporate Cash (in thousands): December 31, 2024 December 31, 2023 Cash and equivalents $ 967,079 $ 465,671 Cash at regulated subsidiaries (884,779) (410,313) Excess cash at regulated subsidiaries per the Credit Agreement 397,138 128,327 Corporate Cash $ 479,438 $ 183,685 Corporate Cash Cash at the Parent $ 39,782 $ 26,587 Excess cash at regulated subsidiaries per the Credit Agreement 397,138 128,327 Cash at non-regulated subsidiaries 42,518 28,771 Corporate Cash $ 479,438 $ 183,685 Corporate Cash is monitored as part of our liquidity risk management strategy, and we target maintaining approximately $200 million in Corporate Cash to meet our near-term corporate debt obligations.
The following table presents the components of Corporate Cash (in thousands): December 31, 2025 December 31, 2024 Cash and equivalents $ 1,037,378 $ 967,079 Cash at regulated subsidiaries (925,356) (884,779) Excess cash at regulated subsidiaries per the Credit Agreement 357,693 397,138 Corporate Cash $ 469,715 $ 479,438 Corporate Cash Cash at the Parent $ 19,368 $ 39,782 Excess cash at regulated subsidiaries per the Credit Agreement 357,693 397,138 Cash at non-regulated subsidiaries 92,654 42,518 Corporate Cash $ 469,715 $ 479,438 Corporate Cash is monitored as part of our liquidity risk management strategy, and we target maintaining approximately $200 million of Corporate Cash to meet our near-term corporate debt obligations.
Advisory revenue increased during the year ended December 31, 2024 as compared to the same period in 2023. The increase during the year ended December 31, 2024 was primarily driven by continued organic growth, which increased advisory asset balances during the period, and an increase in the market impact as compared to the prior period.
Advisory revenue increased during the year ended December 31, 2025 as compared to the same period in 2024, primarily due to assets and related revenue from the acquisition of Commonwealth, an increase in advisory asset balances and related market impacts.
Networking revenue on brokerage assets is correlated to the number of positions we administer and is paid to us by mutual fund product sponsors and annuity product manufacturers.
Networking revenue on brokerage assets is correlated to the number of positions we administer and is paid to us by mutual fund product sponsors and annuity product manufacturers. Asset-based revenue for the year ended December 31, 2025 increased by $498.2 million compared to 2024, primarily due to an increase in other asset-based revenue.
The financial covenants require the calculation of Credit Agreement EBITDA, as defined in, and calculated by management in accordance with, the Credit Agreement.
In addition, our revolving credit facility requires us to be in compliance with certain financial covenants as of the last day of each fiscal quarter. The financial covenants require the calculation of Credit Agreement EBITDA, as defined in, and calculated by management in accordance with, the Credit Agreement.
See Note 14 - Commitments and Contingencies , within the notes to the consolidated financial statements for additional information. (16) M&A accretion is an adjustment to reflect the annualized expected run rate EBITDA of an acquisition as permitted by the Credit Agreement for up to eight fiscal quarters following the close of such acquisition.
(15) M&A accretion is an adjustment to reflect the annualized expected run rate EBITDA of an acquisition as permitted by the Credit Agreement for up to eight fiscal quarters following the close of such acquisition. (16) Acquisition costs include the costs to setup, onboard and integrate acquired entities and other costs that were incurred as a result of acquisitions.
Client cash revenue for the year ended December 31, 2024 decreased $83.3 million compared to 2023 primarily due to lower average client cash balances. For the year ended December 31, 2024, our average client cash balances decreased to $44.5 billion compared to $48.8 billion for the year ended December 31, 2023.
For the year ended December 31, 2025, our average client cash balances increased to $50.9 billion compared to $44.5 billion for the year ended December 31, 2024.
These fees fluctuate largely in line with the volume of sales and trading activity. Brokerage, clearing and exchange expense for the year ended December 31, 2024 increased by $22.0 million compared to 2023, primarily due to an increase in the volume of trades and expenses for quote services.
Brokerage, clearing and exchange expense for the year ended December 31, 2025 increased by $50.2 million compared to 2024, primarily due to an increase in the volume of trades and expenses for quote services. Provision for Income Taxes Our effective income tax rate was 24.9% and 24.0% for the years ended December 31, 2025 and 2024, respectively.
On May 20, 2024, the Company completed the issuance and sale of $500.0 million in aggregate principal amount of 5.700% senior unsecured notes due 2027 and $500.0 million in aggregate principal amount of 6.000% senior unsecured notes due 2034.
On April 3, 2025, the Company completed the issuance and sale of $500.0 million in aggregate principal amount of 4.900% senior unsecured notes due 2028, $500.0 million in aggregate principal amount of 5.150% senior unsecured notes due 2030 and $500.0 million in aggregate principal amount of 5.750% senior unsecured notes due 2035.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeOur FDIC insured sweep vehicles include an (1) insured cash account (“ICA”) for individuals, trusts, sole proprietorships and entities organized or operated to make a profit, such as corporations, partnerships, associations, business trusts and other organizations and (2) an insured deposit cash account (“DCA”) for advisory individual retirement accounts.
Biggest changeOur FDIC insured sweep vehicles include an (1) insured cash account (“ICA”) for individuals, trusts, sole proprietorships and entities organized or operated to make a profit, such as corporations, partnerships, associations, business trusts and other organizations and (2) an insured deposit cash account (“DCA”) for individual retirement accounts and retirement plan accounts that are enrolled in certain LPL advisory programs.
Each liquidity risk is assessed individually, considering its potential impact on the business, stakeholders, and reputation to establish appropriate risk mitigation measures. We have monitoring programs and controls to monitor, review, challenge, and discuss key liquidity issues that may have impact on the Company.
Each liquidity risk is assessed individually, considering its potential impact on the business, stakeholders, and reputation to establish appropriate risk mitigation measures. We have monitoring programs and controls to monitor, review, challenge, and discuss key liquidity issues that may impact the Company.
Our losses on margin accounts were not material during the years ended December 31, 2024 and 2023. We monitor exposure to industry sectors and individual securities and perform analyses on a regular basis in connection with our margin lending activities. We adjust our margin requirements if we believe our risk exposure is not appropriate based on market conditions.
Our losses on margin accounts were not material during the years ended December 31, 2025 and 2024. We monitor exposure to industry sectors and individual securities and perform analyses on a regular basis in connection with our margin lending activities. We adjust our margin requirements if we believe our risk exposure is not appropriate based on market conditions.
As of December 31, 2024, the fair value of our trading securities was $42.3 million, and securities sold, but not yet purchased were not material. The fair value of market risk sensitive instruments entered into for other than trading purposes included within other assets was $1.1 billion as of December 31, 2024.
As of December 31, 2025, the fair value of our trading securities was $76.1 million, and securities sold, but not yet purchased were not material. The fair value of market risk sensitive instruments entered into for other than trading purposes included within other assets was $1.5 billion as of December 31, 2025.
As of December 31, 2024, $2.1 billion of our outstanding debt was subject to floating interest rate risk.
As of December 31, 2025, $1.1 billion of our outstanding debt was subject to floating interest rate risk.
The following table summarizes the impact of increasing interest rates on our interest expense from the variable portion of our debt outstanding, calculated using the projected average outstanding balance over the subsequent twelve-month period (in thousands): Outstanding Balance at December 31, 2024 Annual Impact of an Interest Rate ( † ) Increase of 10 Basis 25 Basis 50 Basis 100 Basis Corporate Debt and Other Borrowings Points Points Points Points Term Loan A $ 1,020,000 $ 1,020 $ 2,550 $ 5,100 $ 10,200 Revolving Credit Facility 1,047,000 1,047 2,618 5,235 10,470 Variable-Rate Debt Outstanding $ 2,067,000 $ 2,067 $ 5,168 $ 10,335 $ 20,670 ____________________ (†) Our interest rate for our Term Loan A is locked in for one, two, three, six or twelve months as allowed under the Credit Agreement.
The following table summarizes the impact of increasing interest rates on our interest expense from the variable portion of our debt outstanding, calculated using the projected average outstanding balance over the subsequent twelve-month period (in thousands): Outstanding Balance at December 31, 2025 Annual Impact of an Interest Rate ( † ) Increase of 10 Basis 25 Basis 50 Basis 100 Basis Corporate Debt and Other Borrowings Points Points Points Points Term Loan A $ 1,020,000 $ 1,020 $ 2,550 $ 5,100 $ 10,200 Revolving Credit Facility 79,000 79 198 395 790 Variable-Rate Debt Outstanding $ 1,099,000 $ 1,099 $ 2,748 $ 5,495 $ 10,990 ____________________ (†) Our interest rate for our Term Loan A is locked in for one, two, three, six or twelve months as allowed under the Credit Agreement.

Other LPLA 10-K year-over-year comparisons