# LPL Financial Holdings Inc. (LPLA)

Informational only - not investment advice.

CIK: 0001397911
SIC: 6200 Security & Commodity Brokers, Dealers, Exchanges & Services
SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [Security And Commodity Brokers, Dealers, Exchanges, And Services](/major-group/62/) > [SIC 6200 Security & Commodity Brokers, Dealers, Exchanges & Services](/industry/6200/)
Latest 10-K filed: 2026-02-23
SEC page: https://www.sec.gov/edgar/browse/?CIK=1397911
Filing source: https://www.sec.gov/Archives/edgar/data/1397911/000162828026010705/lpla-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 16989479000 | USD | 2025 | 2026-02-23 |
| Net income | 863024000 | USD | 2025 | 2026-02-23 |
| Assets | 18492753000 | USD | 2025 | 2026-02-23 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-23. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001397911.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | 4,049,383,000 | 4,281,481,000 | 5,188,400,000 | 5,624,856,000 | 5,871,640,000 | 7,720,830,000 | 8,600,825,000 | 10,052,848,000 | 12,385,107,000 | 16,989,479,000 |
| Net income | 191,931,000 | 238,863,000 | 439,459,000 | 559,880,000 | 472,640,000 | 459,866,000 | 845,702,000 | 1,066,250,000 | 1,058,616,000 | 863,024,000 |
| Diluted EPS | 2.13 | 2.59 | 4.85 | 6.62 | 5.86 | 5.63 | 10.40 | 13.69 | 14.03 | 10.92 |
| Operating cash flow | 388,933,000 | 453,306,000 | 581,580,000 | 623,871,000 | 789,941,000 | 453,134,000 | 1,945,577,000 | 512,611,000 | 277,589,000 | -411,404,000 |
| Capital expenditures | 127,646,000 | 111,910,000 | 132,688,000 | 156,389,000 | 155,532,000 | 215,987,000 | 306,596,000 | 403,286,000 | 562,531,000 | 570,376,000 |
| Dividends paid | 89,081,000 | 90,273,000 | 88,360,000 | 82,597,000 | 79,097,000 | 80,095,000 | 79,833,000 | 92,190,000 | 89,727,000 | 94,411,000 |
| Share buybacks | 25,013,000 | 113,728,000 | 417,891,000 | 500,370,000 | 150,036,000 | 90,011,000 | 325,031,000 | 1,100,101,000 | 170,096,000 | 100,004,000 |
| Assets | 4,834,926,000 | 5,358,751,000 | 5,477,468,000 | 5,880,238,000 | 6,596,162,000 | 7,991,600,000 | 9,482,226,000 | 10,385,480,000 | 13,317,404,000 | 18,492,753,000 |
| Liabilities | 4,013,931,000 | 4,393,743,000 | 4,503,395,000 | 4,856,365,000 | 5,281,308,000 | 6,321,067,000 | 7,314,674,000 | 8,306,501,000 | 10,386,802,000 | 13,148,268,000 |
| Stockholders' equity | 820,995,000 | 965,008,000 | 974,073,000 | 1,023,873,000 | 1,314,854,000 | 1,670,533,000 | 2,167,552,000 | 2,078,979,000 | 2,930,602,000 | 5,344,485,000 |
| Cash and cash equivalents | 747,709,000 | 811,136,000 | 511,096,000 | 590,209,000 | 808,612,000 | 495,246,000 | 847,519,000 | 465,671,000 | 967,079,000 | 1,037,378,000 |
| Free cash flow | 261,287,000 | 341,396,000 | 448,892,000 | 467,482,000 | 634,409,000 | 237,147,000 | 1,638,981,000 | 109,325,000 | -284,942,000 | -981,780,000 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net margin | 4.74% | 5.58% | 8.47% | 9.95% | 8.05% | 5.96% | 9.83% | 10.61% | 8.55% | 5.08% |
| Return on equity | 23.38% | 24.75% | 45.12% | 54.68% | 35.95% | 27.53% | 39.02% | 51.29% | 36.12% | 16.15% |
| Return on assets | 3.97% | 4.46% | 8.02% | 9.52% | 7.17% | 5.75% | 8.92% | 10.27% | 7.95% | 4.67% |
| Liabilities / equity | 4.89 | 4.55 | 4.62 | 4.74 | 4.02 | 3.78 | 3.37 | 4.00 | 3.54 | 2.46 |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-04. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001397911.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  |  | 1.97 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | 2.86 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | 4.24 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 2,468,804,000 | 285,520,000 | 3.65 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 2,522,383,000 | 224,291,000 | 2.91 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 2,643,829,000 | 217,555,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 2,832,593,000 | 288,764,000 | 3.83 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 2,931,769,000 | 243,800,000 | 3.23 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 3,108,394,000 | 255,303,000 | 3.39 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 3,512,351,000 | 270,749,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 3,670,007,000 | 318,573,000 | 4.24 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 3,835,025,000 | 273,249,000 | 3.40 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 4,551,977,000 | -29,517,000 | -0.37 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 4,932,470,000 | 300,719,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 4,938,434,000 | 356,404,000 | 4.43 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1397911/000162828026029530/lpla-20260331.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary.
Confidence: high
Filing date: 2026-05-04
Report date: 2026-03-31

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

Business Overview

LPL serves the financial advisor-mediated marketplace as the nation’s largest independent broker-dealer, a leading investment advisory firm and a top custodian. We support more than 32,000 financial advisors, and the wealth management practices of approximately 1,100 financial institutions, servicing and custodying approximately $2.3 trillion in brokerage and advisory assets. The firm provides a wide range of advisor affiliation models, investment solutions, fintech tools and practice management services, ensuring that advisors and institutions have the flexibility to choose the business model, services, and technology resources they need to run successful businesses.

We are steadfast in our commitment to the advisor-mediated model and the belief that investors deserve access to personalized guidance from a financial advisor. We believe advisors should have the freedom to choose the business model, services and technology they need and to manage their client relationships. We believe investors achieve better outcomes when working with a financial advisor, and we strive to make it easy for advisors to do what is best for their clients.

We believe that we are the only company that offers the unique combination of an integrated technology platform, comprehensive self-clearing services and access to a wide range of curated non-proprietary products all delivered in an environment unencumbered by conflicts from product manufacturing, underwriting and market-making.

Our Sources of Revenue

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

• Alternative Investments

• Retirement Plan Products

• Annuities

• Separately Managed Accounts

• Exchange Traded Products

• Structured Products

• Insurance Based Products

• Unit Investment Trusts

• Mutual Funds

Under our self-clearing platform, we custody the majority of client assets invested in these financial products, for which we provide statements, transaction processing and ongoing account management. In return for these services, mutual funds, insurance companies, banks and other financial product sponsors pay us fees based on asset levels or number of accounts managed. We also earn interest from margin loans made to our advisors’ clients, cash and equivalents segregated under federal or other regulations, advisor repayable loans and operating cash, which is included in interest income, net in the condensed consolidated statements of income. A portion of our revenue is not asset-based or correlated with the equity financial markets.

We regularly review various aspects of our operations and service offerings, including our policies, procedures and platforms, in response to marketplace developments. We seek to continuously improve and enhance aspects of our operations and service offerings in order to position our advisors for long-term growth and to align with competitive and regulatory developments. For example, we regularly review the structure and fees of our products and services, including related disclosures, in the context of the changing regulatory environment and competitive landscape for advisory and brokerage accounts.

1

Table of Contents

Executive Summary

Financial Highlights

Results for the first quarter of 2026 included net income of $356.4 million, or $4.43 per diluted share, which compares to net income of $318.6 million, or $4.24 per diluted share, for the first quarter of 2025.

Asset Trends

Total advisory and brokerage assets served were $2.3 trillion at March 31, 2026, compared to $1.8 trillion at March 31, 2025. Total net new assets were $21.4 billion for the three months ended March 31, 2026, compared to $78.8 billion for the same period in 2025.

Net new advisory assets were $25.8 billion for the three months ended March 31, 2026, compared to $37.6 billion for the same period in 2025. Advisory assets were $1.4 trillion, or 59% of total advisory and brokerage assets served, at March 31, 2026, up 42% from $977.4 billion at March 31, 2025.

Net new brokerage assets were an outflow of $4.4 billion for the three months ended March 31, 2026, compared to an inflow of $41.2 billion for the same period in 2025. Brokerage assets were $945.9 billion at March 31, 2026, up 16% from $817.5 billion at March 31, 2025.

Gross Profit Trend

Gross profit, a non-GAAP financial measure, was $1.6 billion for the three months ended March 31, 2026, an increase of 25% from $1.3 billion for the three months ended March 31, 2025. See the “Key Performance Metrics” section for additional information on gross profit.

Common Stock Dividends

During the three months ended March 31, 2026, we paid stockholders cash dividends of $24.1 million.

2

Table of Contents

Key Performance Metrics

We focus on several key metrics in evaluating the success of our business relationships and our resulting financial position and operating performance. Our key operating, business and financial metrics are as follows:

As of and for the Three Months Ended

March 31,

December 31,

March 31,

Operating Metrics (dollars in billions)(1)

2026

2025

2025

Advisory and Brokerage Assets(2)

Advisory assets

$

1,390.4 

$

1,392.7 

$

977.4 

Brokerage assets

945.9 

977.9 

817.5 

Total Advisory and Brokerage Assets

$

2,336.3 

$

2,370.5 

$

1,794.9 

Advisory as a % of total Advisory and Brokerage Assets

59.5%

58.8%

54.5%

Net New Assets(3)

Net new advisory assets

$

25.8 

$

27.8 

$

37.6 

Net new brokerage assets

(4.4)

(3.2)

41.2 

Total Net New Assets

$

21.4 

$

24.5 

$

78.8 

Organic Net New Assets

Organic net new advisory assets

$

25.8 

$

27.8 

$

35.7 

Organic net new brokerage assets

(4.4)

(5.2)

35.2 

Total Organic Net New Assets

$

21.4 

$

22.5 

$

70.9 

Organic advisory net new assets annualized growth(4)

7.4%

8.2%

14.9%

Total organic net new assets annualized growth(4)

3.6%

3.9%

16.3%

Client Cash Balances

Insured cash account sweep

$

39.8 

$

41.0 

$

36.1 

Deposit cash account sweep

15.9 

15.3 

10.7 

Total Bank Sweep

55.7 

56.3 

46.8 

Money market sweep

1.5 

2.5 

4.3 

Total Client Cash Sweep Held by Third Parties

57.2 

58.8 

51.1 

Client cash account

2.0 

2.2 

1.9 

Total Client Cash Balances

$

59.1 

$

61.0 

$

53.1 

Client Cash Balances as a % of Total Assets

2.5%

2.6%

3.0%

Net buy (sell) activity(5)

$

43.2 

$

40.5 

$

42.0 

As of and for the Three Months Ended

March 31,

December 31,

March 31,

Business and Financial Metrics (dollars in millions)

2026

2025

2025

Advisors

32,144 

32,178 

29,493 

Average total assets per advisor(6)

$

72.7 

$

73.7 

$

60.9 

Share repurchases

$

— 

$

— 

$

100.0 

Dividends

$

24.1 

$

24.0 

$

22.4 

Leverage ratio(7)

1.86 

1.95 

1.82 

3

Table of Contents

Three Months Ended March 31,

Financial Metrics (dollars in millions, except per share data)

2026

2025

Total revenue

$

4,938.4 

$

3,670.0 

Net income

$

356.4 

$

318.6 

Earnings per share (“EPS”), diluted

$

4.43 

$

4.24 

Non-GAAP Financial Metrics (dollars in millions, except per share data)

Adjusted EPS(8)

$

5.60 

$

5.15 

Gross profit(9)

$

1,592.7 

$

1,272.7 

Adjusted EBITDA(10)

$

819.1 

$

682.4 

Core G&A(11)

$

532.0 

$

413.1 

_______________________________

(1)Totals may not foot due to rounding.

(2)Consists of total advisory and brokerage assets under custody at the Company’s primary broker-dealer subsidiary, LPL Financial LLC (“LPL Financial”), as well as assets under custody of a third-party custodian related to Commonwealth Equity Services, LLC (“CES”) and Atria Wealth Solutions, Inc.’s (“Atria”) introducing broker-dealer subsidiaries. Please consult the “Results of Operations” section for a tabular presentation of advisory and brokerage assets.

(3)Consists of total client deposits into advisory or brokerage accounts less total client withdrawals from advisory or brokerage accounts, plus dividends, plus interest, minus advisory fees. We consider conversions from and to brokerage or advisory accounts as deposits and withdrawals, respectively.

(4)Calculated as annualized current period organic net new assets divided by preceding period assets in their respective categories of advisory assets or total advisory and brokerage assets.

(5)Represents the amount of securities purchased less the amount of securities sold in client accounts custodied with LPL Financial.

(6)Calculated based on the end of period total advisory and brokerage assets divided by the end of period advisor count.

(7)The leverage ratio is a financial metric from our Credit Agreement and is calculated by dividing Credit Agreement net debt, which equals consolidated total debt less Corporate Cash, by Credit Agreement EBITDA. Credit Agreement EBITDA, a non-GAAP financial measure, is defined in the Credit Agreement as “Consolidated EBITDA,” which is Consolidated Net Income (as defined in the Credit Agreement) plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles, and is further adjusted to exclude certain non-cash charges and other adjustments, and to include future expected cost savings, operating expense reductions or other synergies from certain transactions. Please consult the “Debt and Related Covenants” section for more information. Below are reconciliations of corporate debt and other borrowings to Credit Agreement net debt as of the dates below and net income to EBITDA and Credit Agreement EBITDA for the trailing twelve-month periods presented (in millions):

March 31,

December 31,

March 31,

Credit Agreement Net Debt Reconciliation

2026

2025

2025

Corporate debt and other borrowings

$

7,220.0 

$

7,299.0 

$

5,720.0 

Corporate Cash(12)

(567.3)

(469.7)

(620.6)

Credit Agreement Net Debt(†)

$

6,652.7 

$

6,829.3 

$

5,099.4 

March 31,

December 31,

March 31,

EBITDA and Credit Agreement EBITDA Reconciliation

2026

2025

2025

Net income

$

900.9 

$

863.0 

$

1,088.4 

Interest expense on borrowings

417.8 

403.4 

300.0 

Provision for income taxes

316.0 

286.5 

347.5 

Depreciation and amortization

406.8 

393.4 

333.7 

Amortization of other intangibles

260.3 

236.6 

149.2 

EBITDA(†)

$

2,301.8 

$

2,182.9 

$

2,218.8 

Credit Agreement Adjustments:

Acquisition costs and other(13)

$

796.4 

$

777.3 

$

249.9 

Employee share-based compensation

79.8 

76.0 

84.7 

M&A accretion(14)

394.6 

462.6 

237.2 

Advisor share-based compensation

3.0 

3.1 

2.7 

Loss on extinguishment of debt

— 

— 

4.0 

Credit Agreement EBITDA(†)

$

3,575.6 

$

3,501.8 

$

2,797.3 

March 31,

December 31,

March 31,

2026

2025

2025

Leverage Ratio

1.86 

1.95 

1.82 

_______________________________

(†)    Totals may not foot due to rounding.

4

Table of Contents

(8)Adjusted EPS is a non-GAAP financial measure defined as adjusted net income, a non-GAAP financial measure defined as net income plus the after-tax impact of amortization of other intangibles and acquisition costs, divided by the weighted average number of diluted shares outstanding for the applicable period. The Company presents adjusted net income and adjusted EPS because management believes that these metrics can provide investors with useful insight into the Company’s core operating performance by excluding non-cash items and acquisition costs that management doe

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization.
Confidence: high

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as those set forth under “Risk Factors” and elsewhere in this Annual Report on Form 10-K, our actual results may differ materially from those anticipated in these forward-looking statements. Please also refer to the section under heading “Special Note Regarding Forward-Looking Statements.”

Business Overview

We are a leader in the advisor-mediated marketplace as the nation’s largest independent broker-dealer, a leading investment advisory firm, and a top custodian. We serve independent financial advisors and institutions, providing them with the technology solutions, brokerage and advisory platforms, clearing services, compliance services, consultative practice management programs and training, business services and planning and advice services, and in-house research they need to run successful businesses. We enable them to provide personalized financial guidance to millions of American families seeking wealth management, retirement planning, financial planning and asset management solutions. Please consult Part I, “Item 1. 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. We also generate asset-based revenue through our insured bank sweep vehicles, money market account balances and the access we provide to a variety of product providers with the following product lines:

• Alternative Investments

• Retirement Plan Products

• Annuities

• Separately Managed Accounts

• Exchange Traded Products

• Structured Products

• Insurance Based Products

• Unit Investment Trusts

• Mutual Funds

Under our self-clearing platform, we custody the majority of client assets invested in these financial products, for which we provide statements, transaction processing and ongoing account management. In return for these services, mutual funds, insurance companies, banks and other financial product sponsors pay us fees based on asset levels or number of accounts managed. We also earn interest from margin loans made to our advisors’ clients, cash and equivalents segregated under federal or other regulations, advisor repayable loans and operating cash, which is included in interest income, net in the consolidated statements of income. A portion of our revenue is not asset-based or correlated with the equity financial markets.

We regularly review various aspects of our operations and service offerings, including our policies, procedures and platforms, in response to marketplace developments. We seek to continuously improve and enhance aspects of our operations and service offerings in order to position our advisors for long-term growth and to align with competitive and regulatory developments. For example, we regularly review the structure and fees of our products and services, including related disclosures, in the context of the changing regulatory environment and competitive landscape for advisory and brokerage accounts.

Significant Events

Closed on the acquisition of Commonwealth Financial Network

On August 1, 2025, the Company closed on the acquisition of Commonwealth, a privately-held independent wealth management firm headquartered in Massachusetts, for a cash payment of approximately $2.7 billion. As part of the transaction, Commonwealth will transition its advisory and brokerage assets to the Company’s platform. The Company expects to complete the conversion in the fourth quarter of 2026. Commonwealth's results were included in the Company's consolidated statements of income from August 1, 2025 through December 31, 2025 and consolidated statements of financial condition as of December 31, 2025. See Note 4 - Acquisitions within the notes to the consolidated financial statements for additional information.

Completed offerings of $2.75 billion of debt and $1.7 billion of equity

On February 26, 2025, the Company completed the issuance and sale of $750.0 million in aggregate principal amount of 5.200% senior unsecured notes due 2030 and $500.0 million in aggregate principal amount of 5.650% senior unsecured notes due 2035. 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. See Note 11 - Corporate Debt and Other Borrowings, Net within the notes to the consolidated financial statements for additional information.

On April 2, 2025, the Company completed a public offering of approximately 5.4 million shares of the Company’s common stock at an offering price of $320.00 per share. See Note 15 - Stockholders’ Equity within the notes to the consolidated financial statements for additional information.

40

Table of Contents

Executive Summary

Financial Highlights

Results for the year ended December 31, 2025 included net income of $0.9 billion, or $10.92 per diluted share, which compares to $1.1 billion, or $14.03 per diluted share, for the year ended December 31, 2024.

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.

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.

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.

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.

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. Our 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.

(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.

(3)Consists of total client deposits into advisory or brokerage accounts less total client withdrawals from advisory or brokerage accounts, plus dividends, plus interest, minus advisory fees. We consider conversions from and to brokerage or advisory accounts as deposits and withdrawals, respectively.

(4)Calculated as annualized current period organic net new assets divided by preceding period assets in their respective categories of advisory assets or total advisory and brokerage assets.

(5)Represents the amount of securities purchased less the amount of securities sold in client accounts custodied with LPL Financial.

(6)Calculated based on the end of period total advisory and brokerage assets divided by the end of period advisor count.

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. Credit Agreement EBITDA, a non-GAAP financial measure, is defined in the Credit Agreement as “Consolidated EBITDA,” which is Consolidated Net Income (as defined in the Credit Agreement) plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles, and is further adjusted to exclude certain non-cash charges and other adjustments, and to include future expected cost savings, operating expense reductions or other synergies from certain transactions. Please consult the “Debt and Related Covenants” section for more information. Below are reconciliations of corporate debt and other borrowings to Credit Agreement net debt as of the dates below and net income to EBITDA and Credit Agreement EBITDA for the 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.

(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. The Company presents adjusted net income and adjusted EPS because management believes that these metrics can provide investors with useful insight into the Company’s core operating performance by excluding non-cash items, acquisition costs and certain other charges that management does not believe impact the Company’s ongoing operations. Adjusted net income and adjusted EPS are not measures of the Company's financial performance under GAAP and should not be considered as alternatives to net income, earnings per diluted share or any other performance measure derived in accordance with GAAP. Below is a reconciliation of net income and earnings per diluted share to adjusted net income and adjusted EPS for the periods presented (in millions, except per share data):

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. All other expense categories, including depreciation and amortization of property and equipment and amortization of other intangibles, are considered by management to be general and administrative in nature. Because our gross profit amounts do not include any depreciation and amortization expense, we consider our gross profit amounts to be non-GAAP financial measures that may not be comparable to those of others in our industry. We believe that gross profit amounts can provide investors with useful insight into our core operating performance before indirect costs that are general and administrative in nature. Below is a calculation of gross profit for the periods presented (in millions):

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.

(10)EBITDA and adjusted EBITDA are non-GAAP financial measures. EBITDA is defined as net income plus interest expense on borrowings, provision for income taxes, depreciation and amortization, and amortization of other intangibles. Adjusted EBITDA is defined as EBITDA plus acquisition costs excluding interest, 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. EBITDA and adjusted EBITDA are not measures of the Company's financial performance under GAAP and should not be considered as alternatives to net income or any other performance measure derived in accordance with GAAP. Below is a reconciliation of net income to EBITDA and adjusted EBITDA for the periods presented (in millions):

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. Management presents core G&A because it believes core G&A reflects the corporate expense categories over which management can generally exercise a measure of control, compared with expense items over which management either cannot exercise control, such as advisory and commission expense, or which management views as promotional expense necessary to support advisor growth and retention, including conferences and transition assistance. Core G&A is not a measure of the Company’s total expense as calculated in accordance with GAAP. Below is a reconciliation of the Company’s total expense to core G&A for the periods presented (in millions):

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.

(12)See the “Liquidity and Capital Resources” section for additional information about Corporate Cash.

(13)Acquisition costs and other for the twelve months ending December 31, 2025 and 2024 primarily include costs related to acquisitions and the integration of the strategic relationship with Prudential. Acquisition costs and other for the twelve months ending December 31, 2024 also includes a $26.4 million reduction related to the departure of the Company’s former Chief Executive Officer and an $18.0 million regulatory charge related to a penalty proposed by the SEC as part of its civil investigation of the Company’s compliance with certain elements of the Company’s anti-money laundering compliance program.

(14)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.

(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. 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.

(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 16 - Share-Based Compensation, Employee Incentives and Benefit Plans within the notes to the consolidated financial statements for additional information.

(18)During the fourth quarter of 2025, the Company updated its definition of Promotional (ongoing) to exclude transition assistance loan amortization. As a result, transition assistance loan amortization is now disclosed as a separate line in Core G&A. Prior period disclosures have been updated to reflect these changes as applicable.

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. 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. This primarily includes $228.4 million of costs related to transaction bonuses and the acceleration of unvested equity awards which were classified as Compensation and benefits and $190.1 million of costs related to certain contract termination fees which were classified as Occupancy and equipment.

Economic Overview and Impact of Financial Market Events

Our business is directly and indirectly sensitive to several macroeconomic factors and the state of the financial markets in the United States. The equity markets rose during the year ended December 31, 2025, reaching new heights, with the S&P 500 and Russell 2000 small cap index rising 17.9% and 11.3%, respectively.

Our business is also sensitive to current and expected short-term interest rates, which are largely driven by Federal Reserve (“Fed”) policy. During the fourth quarter of 2025, Fed policymakers lowered the target federal funds rate to a range of 3.50% to 3.75%. To the extent they pursue faster easing in monetary policy, the Federal Open Market Committee members will continue to take into account the evolving economic outlook and balance of risks.

Please consult the “Risks Related to Our Business and Industry” section within Part I, “Item 1A. Risk Factors” 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. 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 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. We provide ongoing investment advice and act as a custodian, providing brokerage and execution services on transactions, and perform administrative services for these accounts. Advisory fees are primarily billed to clients on a quarterly basis in advance, and are recognized as revenue ratably during the quarter. The performance obligation for advisory fees is considered a series of distinct services that are substantially the same and are satisfied daily. As the value of the eligible assets in an advisory account is susceptible to changes due to customer activity, this revenue includes variable consideration and is constrained until the date that the fees are determinable. The majority of these client accounts are on a calendar quarter and are billed using values as of the last business day of the preceding quarter. The value of the eligible assets in an advisory account on the billing date is adjusted for contributions and withdrawals during the period to determine the amount of revenue earned in the period. Advisory revenue collected on our corporate RIA advisory platform is proposed by the advisor and agreed to by the client and was approximately 1% of the underlying assets for the year ended December 31, 2025.

We also support independent RIA firms that conduct their business through our Independent RIA advisory platform, which allows advisors to engage us for technology, clearing and custody services, as well as access the capabilities of our investment platforms. The assets held under an Independent RIA’s investment advisory accounts custodied with LPL Financial are included in total advisory assets and net new advisory assets. However, the advisory revenue generated by an Independent RIA is not included in our advisory revenue. We charge separate fees to Independent RIAs for technology, clearing, administrative, oversight and custody services, which may vary and are included in our service and fee revenue in our consolidated statements of income.

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. 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. We consider conversions from and to brokerage accounts as deposits and withdrawals, respectively.

(2)Market impact is the difference between the beginning and ending asset balance less the net new asset amounts, representing the implied growth or decline in asset balances due to market changes over the same period of time.

Advisory revenue increased during the 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.

Commission

We generate two types of commission revenue: (1) sales-based commissions that are recognized at the point of sale on the trade date and are based on a percentage of an investment product’s current market value at the time of purchase and (2) trailing commissions that are recognized over time as earned and are generally based on the market value of investment holdings in trail-eligible assets. Sales-based commission revenue, which occurs when clients trade securities or purchase various types of investment products, primarily represents gross commissions

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. We earn trailing commission revenue primarily on mutual funds and variable annuities held by clients of our advisors. See Note 3 - Revenue, within the notes to the consolidated financial statements for further detail regarding our commission revenue by product category.

The following table sets forth the components of our commission revenue for the periods presented (in thousands):

Years Ended December 31,

2025

2024

$ Change

% Change

Sales-based

$

2,645,913 

$

1,763,232 

$

882,681 

50 

%

Trailing

1,859,159 

1,542,255 

316,904 

21 

%

Total commission revenue

$

4,505,072 

$

3,305,487 

$

1,199,585 

36 

%

The increase in sales-based commission revenue in 2025 compared to 2024 was primarily driven by an increase in sales of annuities due to increased activity with Prudential. The increase in trailing commission revenue in 2025 compared to 2024 was primarily due to continued growth in trail earning assets held by customers.

The following table summarizes activity impacting brokerage assets for the periods presented (in billions):

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. We consider conversions from and to advisory accounts as deposits and withdrawals, respectively.

(2)Market impact is the difference between the beginning and ending asset balance less the net new asset amounts, representing the implied growth or decline in asset balances due to market changes over the same period of time.

Asset-Based

Asset-based revenue consists of fees from our client cash programs, fees from our sponsorship programs with financial product manufacturers and fees from omnibus processing and networking services (collectively referred to as “recordkeeping”). Client cash revenue is generated on advisors’ clients’ cash balances in insured bank sweep accounts and money market accounts. We also receive fees from certain financial product manufacturers in connection with sponsorship programs that support our marketing and sales force education and training efforts. Compensation for these performance obligations is either a fixed fee, a percentage of the average annual amount of product sponsor assets held in advisors’ clients’ accounts, a percentage of new sales or a combination. Omnibus processing revenue is paid to us by mutual fund product sponsors or their affiliates and is based on the value of mutual fund assets in accounts for which the Company provides omnibus processing services and the number of accounts in which the related mutual fund positions are held. Networking revenue on brokerage assets is correlated to the number of positions we administer and is paid to us by mutual fund product sponsors and annuity product manufacturers.

Asset-based revenue for the year ended December 31, 2025 increased by $498.2 million compared to 2024, primarily due to an increase in other asset-based revenue. 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. 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.

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. We also host certain advisor conferences that serve as training, education, sales and marketing events for which we charge sponsors a fee. Service and fee revenue for the 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. Transaction revenue for the year ended December 31, 2025 increased by $34.5 million compared to 2024, primarily due to increases in the number of transactions and transaction charges for managed assets.

Interest Income, net

Interest income is primarily generated from bank deposits, client margin loans, client cash account (“CCA”) balances segregated under federal or other regulations and advisor repayable loans. Interest income, net for the year ended December 31, 2025 increased by $44.0 million compared to 2024, primarily due to interest earned on overnight investment accounts driven by an increase in average daily balances.

Other

Other revenue primarily includes unrealized gains and losses on assets held by us in our advisor non-qualified deferred compensation plan and model research portfolios and other miscellaneous revenue, which is not generated from contracts with customers. Other revenue for the year ended December 31, 2025 increased by $28.2 million compared to 2024, primarily due to increases in dividend income on assets held in our advisor non-qualified deferred compensation plan.

Expense

Advisory and Commission

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

The following table sets forth our payout rate, which is a statistical or operating measure, for the periods presented:

Years Ended December 31,

2025

2024

Change

Payout rate

87.44 

%

87.34 

%

10 

 bps

Our payout rate increased for the year ended December 31, 2025 compared to 2024, primarily due to higher payouts resulting from our acquisition of Commonwealth and strategic relationship with Prudential.

Compensation and Benefits

Compensation and benefits expense includes salaries, wages, benefits, share-based compensation and related taxes for our employees, as well as compensation for temporary workers and contractors. The following table sets forth our number of employees for the periods presented:

December 31,

2025

2024

% Change

Number of employees

10,099

9,032

12%

Compensation and benefits expense for the year ended December 31, 2025 increased by $449.3 million, compared to 2024, primarily due to acquisition related expenses incurred in conjunction with the Commonwealth transaction as well as an increase in headcount. 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. 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.

Occupancy and Equipment

Occupancy and equipment expense includes the costs of leasing and maintaining our office spaces, software licensing and maintenance costs, and maintenance expense on computer hardware and other equipment. Occupancy and equipment expense for the year ended December 31, 2025 increased by $296.0 million compared to 2024, primarily due to acquisition-related expenses incurred in conjunction with the Commonwealth transaction. See Note 4 - Acquisitions, within the notes to the consolidated financial statements for additional information.

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. Interest expense on borrowings for the year ended December 31, 2025 increased by $129.2 million compared to 2024, primarily due to the issuance of $1.0 billion senior unsecured notes in May 2024, $1.25 billion senior unsecured notes in February 2025 and $1.5 billion senior unsecured notes in April 2025. 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. 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.

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. See Note 4 - Acquisitions and Note 9 - Goodwill and Other Intangibles, Net, within the notes to the consolidated financial statements for further detail.

Professional Services

Professional services includes costs paid to outside firms for assistance with legal, accounting, technology, regulatory, marketing, and general corporate matters, as well as non-capitalized costs related to service and technology enhancements. Professional services increased by $125.0 million compared to 2024, primarily due to technology enhancement projects and acquisition-related support.

Brokerage, Clearing and Exchange

Brokerage, clearing and exchange expense includes expenses originating from trading or clearing operations as well as any exchange membership fees. These fees fluctuate largely in line with the volume of sales and trading activity. Brokerage, clearing and exchange expense for the 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. 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.

Liquidity and Capital Resources

We have established liquidity and capital policies intended to support the execution of strategic initiatives, while meeting regulatory capital requirements and maintaining ongoing and sufficient liquidity. We believe liquidity is of critical importance to the Company and, in particular, to LPL Financial, our primary broker-dealer subsidiary. The objective of our policies is to ensure that we can meet our strategic, operational and regulatory liquidity and capital requirements under both normal operating conditions and under periods of stress in the financial markets.

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. Our liquidity needs at LPL Financial are driven primarily by the level and volatility of our client activity. Management maintains a set of liquidity sources and monitors certain business trends and market metrics closely in an effort to ensure we have sufficient liquidity. We believe that based on current levels of cash flows from operations and anticipated growth, together with available cash balances and external liquidity sources, we have 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.

Parent Company Liquidity

LPL Holdings, Inc. (the “Parent”), the direct holding company of our operating subsidiaries, considers its primary sources of liquidity to be dividends from and excess capital generated by LPL Financial, as well as capacity for additional borrowing under its $2.25 billion unsecured revolving credit facility, which it has the ability to borrow against for working capital and general corporate purposes.

Dividends from and excess capital generated by LPL Financial are primarily generated through our cash flow from operations. Subject to regulatory approval or notification, capital generated by regulated subsidiaries can be distributed to the Parent to the extent the capital levels exceed regulatory requirements, Credit Agreement requirements, and internal capital thresholds. During the years ended December 31, 2025 and 2024, LPL Financial paid dividends of $1.2 billion and $460.0 million to the Parent, respectively.

We believe Corporate Cash, a component of cash and equivalents, is a useful measure of the Parent’s liquidity as it represents the capital available for use in excess of the amount we are required to maintain pursuant to the Credit Agreement. Corporate Cash is the sum of cash and equivalents from the following: (1) cash and equivalents held at the Parent, (2) cash and equivalents held at regulated subsidiaries as defined by the Credit Agreement, which include LPL Financial, LPL Enterprise, PTC, CES, and certain of 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.

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. During the year ended December 31, 2024, Corporate Cash also included cash held at certain of Atria’s introducing broker-dealer subsidiaries. See Note 4 - Acquisitions , Note 11 - Corporate Debt and Other Borrowings, Net, and Note 15 - Stockholders’ Equity within the notes to the consolidated financial statements for additional information.

We actively monitor changes to our liquidity needs caused by general business volumes and price volatility, including higher margin requirements of clearing corporations and exchanges, and stress scenarios involving a sustained market downturn and the persistence of current interest rates. We believe that based on current levels of operations and anticipated growth, our cash flow from operations, together with other available sources of funds, which include five uncommitted lines of credit, the revolving credit facility established through our Credit Agreement and the committed revolving credit facility of LPL Financial, will provide us with adequate liquidity to satisfy our

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.

We regularly evaluate our existing indebtedness, including potential issuances and refinancing opportunities, based on a number of factors, including our capital requirements, future prospects, contractual restrictions, the availability of refinancing on attractive terms and general market conditions. 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.

Share Repurchases

We engage in a share repurchase program that was approved by our Board, pursuant to which we may repurchase our issued and outstanding shares of common stock from time to time. Purchases may be effected in open market or privately negotiated transactions. Our current capital deployment framework remains focused on investing in organic growth first, pursuing acquisitions where appropriate and returning excess capital to stockholders. The Company repurchased 289,371 shares for a total of $100.0 million for the year ended December 31, 2025. As of December 31, 2025, we had $630.0 million remaining under our existing repurchase program. We paused share repurchases in anticipation of the Commonwealth acquisition. Given the closing of the transaction, we expect to evaluate resuming share repurchases, consistent with our existing capital management strategy. The timing and amount of share repurchases, if any, is determined at our discretion within the constraints of our Credit Agreement, applicable laws and consideration of our general liquidity needs. See Note 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. 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. 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.

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.

Our primary requirement for working capital relates to funds we loan to our advisors’ clients for trading conducted on margin and funds we are required to maintain for regulatory capital and reserves based on the requirements of our regulators and clearing organizations, which also consider client balances and trading activities. We have several sources of funds that enable us to meet increases in working capital requirements that relate to increases in client margin activities and balances. These sources include cash and equivalents on hand, the committed revolving credit facility of LPL Financial and proceeds from repledging or selling client securities in margin accounts. When an

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.

Our other working capital needs are primarily related to loans we are making to advisors and timing associated with receivables and payables, which we have satisfied in the past from internally generated cash flows.

We may sometimes be required to fund capital requirements necessary to effect client transactions in securities markets and cash sweep balances held at third-party banks that arise from the delayed receipt of client funds. These capital requirements are funded either with internally generated cash flows or, if needed, with funds drawn on our uncommitted lines of credit at LPL Financial or one of our revolving credit facilities.

Our broker-dealer subsidiaries are subject to the SEC’s Uniform Net Capital Rule (Rule 15c3-1 under the Exchange Act), which requires the maintenance of minimum net capital. LPL Financial, our primary broker-dealer subsidiary, computes net capital requirements under the alternative method, which requires firms to maintain minimum net capital equal to the greater of $250,000 or 2% of aggregate debit balances arising from client transactions.

The following table presents the net capital position of the Company’s primary broker-dealer subsidiary (in thousands):

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. In addition, each broker-dealer subsidiary’s ability to pay dividends would be restricted if its net capital would be less than 5% of aggregate customer debit balances.

LPL Financial also acts as an introducing broker-dealer for commodities and futures. Accordingly, its trading activities are subject to the NFA’s financial requirements and it is required to maintain net capital that is in excess of or equal to the greatest of NFA’s minimum financial requirements. The NFA was designated by the Commodity Futures Trading Commission as LPL Financial’s primary regulator for such activities. Currently, the highest NFA requirement is the minimum net capital calculated and required pursuant to the SEC’s Uniform Net Capital Rule.

Our other regulated subsidiaries, including LPL Enterprise, CES, and PTC, are also subject to various regulatory capital requirements. Failure to meet the respective minimum capital requirements can result in certain mandatory and discretionary actions by regulators that, if undertaken, could have substantial monetary and non-monetary impacts on these subsidiaries’ operations. As of December 31, 2025, the Company’s other regulated subsidiaries met all capital adequacy requirements to which they were subject.

Supplemental Guarantor Financial Information

The Company has an outstanding registration statement to issue, among other things, non-convertible debt securities that may be offered by LPL Holdings, Inc. (the “Issuer”), a wholly owned subsidiary of LPLFH (together with the Issuer, the “Obligor Group”), and full and unconditional guarantees by LPLFH of such debt securities. The debt securities issued by the Issuer pursuant to such registration statement are fully and unconditionally guaranteed by LPLFH. LPLFH is a Delaware holding corporation that manages substantially all of its operations through investments in subsidiaries. See Note 1 - Organization and Description of the Company and Note 11- Corporate Debt and Other Borrowings, Net, within the notes to the consolidated financial statements for additional information.

Pursuant to Rule 3-10 of Regulation S-X under the Securities Act of 1933, as amended, the following tables present summarized financial information for the Obligor Group on a combined basis. Balances and transactions between the Obligor Group have been eliminated. Financial information for non-guarantor subsidiaries, which includes all other subsidiaries of the Issuer, has been excluded and intercompany balances and transactions between the Obligor Group and non-guarantor subsidiaries are presented on separate lines. The summarized financial information below should be read in conjunction with the Company’s consolidated financial statements contained herein as the summarized financial information for the Obligor Group may not be indicative of results of operations or financial position of the Issuer or LPLFH had they operated as independent entities.

54

Table of Contents

The following tables present the summarized financial information for the periods presented (in thousands):

LPL Holdings, Inc. & LPL Financial Holdings Inc.

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.

LPL Holdings, Inc. & LPL Financial Holdings Inc.

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.

In addition, our revolving credit facility requires us to be in compliance with certain financial covenants as of the last day of each fiscal quarter. The financial covenants require the calculation of Credit Agreement EBITDA, as defined in, and calculated by management in accordance with, the Credit Agreement. The Credit Agreement defines Credit Agreement EBITDA as “Consolidated EBITDA,” which is Consolidated Net Income (as defined in the Credit Agreement) plus interest expense on borrowings, provision for income taxes, depreciation and amortization and amortization of other intangibles, and is further adjusted to exclude certain non-cash charges and other adjustments, and to include future expected cost savings, operating expense reductions or other synergies from certain transactions.

As of December 31, 2025, 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 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. However, a credit rating downgrade to a below investment grade rating could cause currently suspended restrictive covenants under certain of our Indentures to be automatically reinstated.

See Note 11 - Corporate Debt and Other Borrowings, Net, within the notes to the consolidated financial statements for additional information regarding the Credit Agreement.

Contractual Obligations

The following table provides information with respect to our commitments and obligations as of December 31, 2025 (in thousands):

Payments Due by Period

Total

 1 Year

1-3 Years

3-5 Years

 5 Years

Operating leases(1)

$

248,827 

$

48,174 

$

96,767 

$

46,869 

$

57,017 

Financing obligations(1)

108,433 

1,540 

3,929 

5,210 

97,754 

Purchase obligations(2)

197,864 

93,277 

89,671 

14,916 

— 

Corporate debt and other borrowings, net(3)

7,299,000 

— 

3,170,000 

2,229,000 

1,900,000 

Interest payments(4)

1,769,393 

383,444 

689,843 

325,856 

370,250 

Commitment and other fees(5)

23,118 

7,367 

13,219 

2,532 

— 

        Total contractual cash obligations

$

9,646,635 

$

533,802 

$

4,063,429 

$

2,624,383 

$

2,425,021 

____________________

(1)Represents future payments under operating leases or financing obligations liabilities, respectively. See Note 12 - Leases, within the notes to the consolidated financial statements for further detail.

(2)Includes future minimum payments under service, development and agency contracts and other contractual obligations. See Note 14 - Commitments and Contingencies, within the notes to the consolidated financial statements for further detail on obligations under non-cancelable service contracts.

(3)Represents principal payments on our corporate debt and other borrowings. See Note 11 - Corporate Debt and Other Borrowings, Net, within the notes to the consolidated financial statements for further detail.

(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. See Note 11 - Corporate Debt and Other Borrowings, Net, within the notes to the consolidated financial statements for further detail.

(5)Represents commitment fees for unused borrowings on the revolving credit facility under our Credit Agreement. See Note 11 - Corporate Debt and Other Borrowings, Net, within the notes to the consolidated financial statements for further detail.

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. This amount has been excluded from the contractual obligations table because we are unable to reasonably predict the ultimate amount or timing of future tax payments.

56

Table of Contents

Risk Management

Risk is an inherent part of our business activities. To manage risk, we have implemented an ERM framework that supports a resilient and adaptive risk-focused organization, designed to enable us to navigate uncertainties, make informed and consistent decisions, and seize growth opportunities. This framework defines our risk appetite, facilitates the incorporation of risk assessment into decision-making processes, enables execution of our business strategy, and protects the Company and our franchise.

Our Company-wide risk appetite statement is a crucial component of our risk governance framework. It defines the overall level and types of risk we are prepared to accept in order to achieve our strategic objectives and business plan. This statement categorizes risks into strategic, technology, regulatory compliance, operational, liquidity, reputational, credit, interest rate, and market risks.

Additionally, this framework aims to ensure policies and procedures are in place and appropriately designed to identify and manage risk at appropriate levels throughout the Company and within various departments. We have established advisor-facing and internal written policies and procedures that govern the conduct of our advisors and employees. Our advisor-facing policies are specifically designed to provide guidelines and procedures that ensure advisors adhere to regulatory requirements and maintain ethical standards in their professional conduct while our internal policies cover a wide range of topics designed to promote compliance, consistency, risk management, and culture and values across the Company.

Our framework is designed to promote clear lines of risk management ownership and accountability while providing a structured escalation process for key risk information and events. Additionally, risk is managed and monitored within business units by embedded risk groups providing guidance on governance, controls, policies and other risk management activities.

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. Responsibilities include identifying and assessing risks, implementing controls, monitoring compliance, and escalating issues or breaches.

•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 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 reports directly to the ARC, which provides oversight of Internal Audit’s activities and approves its annual plan. The Internal Audit department reports to the ARC at least quarterly.

Risk Governance Committee Structure

Risk management at the Company requires independent Company-level oversight, accountability of our business areas, and effective communication of risk matters to senior management and, ultimately, the Board. This risk management approach encompasses the Board and its committees, the ROC and its subcommittees, and our three lines of defense model. We regularly reevaluate and, when necessary, modify our processes to enhance the identification and escalation of risks and events.

Audit and Risk Committee of the Board

The ARC oversees and monitors, among other things, the Company’s enterprise risk management (except for risks assigned to other committees of the Board or retained by the Board) and is responsible for reviewing and assessing our processes to manage and control risk. In this capacity, the ARC reviews reports from risk-focused management committees; reviews emerging risks and regulatory matters; and reviews Internal Audit reports on the assessment of the Company’s control environment. The ARC reports to the Board on a regular basis and coordinates with the

57

Table of Contents

Board and other Board committees with respect to the oversight of risk management and risk assessment guidelines.

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.

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 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. Participation in the ROC by senior officers is intended to ensure that the ROC covers the key risk areas of the Company, including its subsidiaries. The ROC thoroughly reviews significant matters relating to risk priorities, policies, control procedures and related exceptions. 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.

Subcommittees of the Risk Oversight Committee

The ROC has established multiple subcommittees to support effective supervision of our risk exposures and processes. The subcommittees meet regularly and are responsible for keeping the ROC informed and escalating issues in accordance with the Company’s escalation protocols. The responsibilities of such subcommittees include, for example, oversight of operational risk; oversight of the approval of new and complex investment products offered to advisors’ clients; oversight of our technology; and issues and trends related to advisor compliance.

Regulatory and Compliance Risk

The regulatory environment in which we operate is discussed in detail within Part I, “Item 1. Business” of this Annual Report on Form 10-K. In recent years, and during the period presented in this Annual Report on Form 10-K, we have observed the SEC, FINRA, DOL and state regulators broaden the scope, frequency and depth of their examinations and inquiries to include greater emphasis on the quality, consistency and oversight of our compliance systems and programs. Please consult the “Risks Related to Our Regulatory Environment” and the “Risks Related to Our Business and Industry” sections within Part I, “Item 1A. Risk Factors” for more information about the risks associated with operating within our regulatory environment, pending regulatory matters and the potential related effects on our operations.

Operational Risk

Operational risk refers to the risk of loss resulting from inadequate or failed processes and/or systems as a result of external events and is inherent in all Company activities. 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.

As a Company, we manage operational risk exposure through sound processes, tracking performance across key risk appetite metrics, making key investments that account for the complexity inherent in our operations, and proactively identifying risks, while ensuring the appropriate steps are taken to manage exceeding risk tolerance level. Operational risk is reviewed, monitored and challenged by the Operational Risk Oversight Committee, which is a subcommittee of the ROC.

58

Table of Contents

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with GAAP, which requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We consider the following critical accounting policies to be most significant because they involve a higher degree of judgment and complexity and require management to make estimates regarding matters that are uncertain and susceptible to change where such change may result in a material adverse impact on our financial condition or results of operations.

Revenue Recognition

Revenue is recognized when control of the promised service is transferred to customers in an amount that reflects the consideration that we expect to be entitled to in exchange for those services. Management exercises judgment to estimate revenue accruals. In particular, our trailing commission revenue, included in commission revenue on the consolidated statements of income, is generally received in arrears and therefore requires management to estimate accrued amounts based on revenue received in prior periods, market performance and payment frequency of each product type or sponsor. See Note 2 - Summary of Significant Accounting Policies and Note 3 - Revenue, within the notes to the consolidated financial statements for further detail.

Commitments and Contingencies

Liabilities related to loss contingencies are recognized when we believe it is probable a liability has occurred and the amount can be reasonably estimated by management. We have established an accrual for those legal proceedings and regulatory matters for which a loss is both probable and the amount can be reasonably estimated.

We also accrue for losses at our captive insurance subsidiary for those matters covered by self-insurance. Our captive insurance subsidiary records losses and loss reserve liabilities based on actuarially determined estimates of losses incurred, as well as specific reserves for proceedings and matters that are probable and estimable. Assessing the probability of a loss occurring and the timing and amount of any loss related to a legal proceeding or regulatory matter is inherently difficult and requires management to make significant judgments. For additional information, see Note 2 - Summary of Significant Accounting Policies and Note 14 - Commitments and Contingencies - “Legal and Regulatory Matters,” within the notes to the consolidated financial statements.

Acquisitions

Acquisitions, including those accounted for under the acquisition method of accounting for business combinations or as asset acquisitions, require management to allocate purchase consideration, including contingent consideration, to the fair value of assets acquired or liabilities assumed, as applicable. This allocation requires management to apply judgment and make assumptions about future earnings and performance and may be based on preliminary valuations. Estimates and assumptions used in the acquisition method of accounting for business combinations are subject to change during the respective measurement period, which is not to exceed one year from the acquisition date, as valuations are finalized. Any changes in estimates or assumptions will change the purchase price allocations, including any amounts allocated to other intangible assets, liabilities for contingent consideration, other assets acquired or liabilities assumed, or goodwill, as applicable. Goodwill is recognized as the excess of the purchase consideration over the fair value of net assets acquired.

Contingent Consideration

Certain of the Company’s acquisitions include contingent consideration, which may result in the transfer of additional cash consideration to the sellers if certain milestones are achieved in the years following an acquisition. Contingent payments are estimated by applying forecasted growth or conversion rates to project future revenue or asset growth and discount rates which are based on the cost of capital. For acquisitions accounted for under the acquisition method of accounting for business combinations, any such contingent consideration is recognized at its estimated fair value on the date of acquisition within other liabilities in the consolidated statements of financial condition. This contingent consideration is remeasured at its fair value at each subsequent reporting date until the contingency is resolved. 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. For additional information, see Note 4 - Acquisitions and Note 9 - Goodwill and Other Intangibles, Net within the notes to the consolidated financial statements.

59

Table of Contents

Goodwill and Other Intangibles, Net

Management also applies judgment when testing for impairment of goodwill and other indefinite-lived intangible assets, including estimating fair values. Goodwill and other indefinite-lived intangible assets are evaluated annually for impairment in the fourth fiscal quarter and between annual tests if certain events occur indicating that the carrying amounts may be impaired.

Intangible assets that are deemed to have definite lives are amortized over their useful lives or the estimated period the intangible asset will provide economic benefit. Definite-lived intangible assets are reviewed for impairment when there is evidence that events or changes in circumstances indicate that the carrying amount may not be recoverable. For additional information, see Note 2 - Summary of Significant Accounting Policies and Note 9 - Goodwill and Other Intangibles, Net within the notes to the consolidated financial statements.

Income Taxes

In preparing the consolidated financial statements, we estimate the provision for income taxes based on various jurisdictions where we conduct business. This requires management to estimate current tax obligations and to assess temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities. These temporary differences result in deferred tax assets and liabilities, which we must then assess the likelihood that the deferred tax assets will be realized. A valuation allowance is established to the extent that it is more likely than not that such deferred tax assets will not be realized. Changes in the estimate of tax assets and liabilities occur periodically due to changes in the tax rates, changes in the business operations, implementation of tax planning strategies, resolution with taxing authorities of issues where we had previously taken certain tax positions and newly enacted statutory, judicial and regulatory guidance. For more information, see Note 2 - Summary of Significant Accounting Policies and Note 13 - Income Taxes, within the notes to the consolidated financial statements.

Recently Issued Accounting Pronouncements

Refer to Note 2 - Summary of Significant Accounting Policies, within the notes to the consolidated financial statements for a discussion of recent accounting pronouncements or changes in accounting pronouncements that are of significance, or potential significance, to us.
