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LPL Financial Holdings Inc.

For the period ended Sep 30, 2025. Filed Nov 3, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 3, 2025

LPLA$295.51-1.8%Stored close · as of Nov 6, 2026

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2 - S

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

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These unaudited condensed consolidated financial statements (“condensed consolidated financial statements”) are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), which require the Company to make estimates and assumptions regarding the valuation of certain financial instruments, acquisitions, contingent consideration, goodwill and other intangibles, allowance for credit losses on receivables, share-based compensation, accruals for liabilities, income taxes, revenue and expense accruals and other matters that affect the condensed consolidated financial statements and related disclosures. The condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the results of operations for the interim periods presented. Actual results could differ from those estimates under different assumptions or conditions and the differences may be material to the condensed consolidated financial statements.

The condensed consolidated financial statements include the accounts of LPLFH and its subsidiaries. Intercompany transactions and balances have been eliminated. The condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the related notes for the year ended December 31, 2024, contained in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”).

Recently Issued Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2025-06 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software to modernize the accounting for and disclosure of software costs. The ASU may be applied prospectively, retrospectively or via a modified transition approach and is effective for annual periods beginning after December 15, 2027, with early adoption permitted. We are currently assessing the amendment’s impact on our consolidated financial statements.

Recently Adopted Accounting Pronouncements

There were no new accounting pronouncements adopted during the nine months ended September 30, 2025 that materially impacted the Company’s condensed consolidated financial statements and related disclosures.

On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted into law. The Act includes several changes to the corporate income tax system, including accelerated tax deductions for qualified property and U.S. based research expenditures, and modifications to computations of the business interest expense limitation. The Act is not anticipated to meaningfully impact our effective tax rate for 2025; however, the Act will reduce our cash tax payments made during 2025. We are currently evaluating whether the entire cash flow benefit will be realized during 2025 or realized through 2026 due to the application of the corporate alternative minimum tax rules.

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

NOTE 3 -REVENUE

Commission

The following table presents total commission revenue disaggregated by product category (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Commission revenue
Annuities$713,900$481,852$1,959,259$1,387,425
Mutual funds258,167193,451715,378567,423
Fixed income66,55055,707181,116157,540
Equities51,47536,786148,360106,671
Other97,36338,736269,186120,965
Total commission revenue$1,187,455$806,532$3,273,299$2,340,024

The following table presents sales-based and trailing commission revenue disaggregated by product category (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Commission revenue
Sales-based
Annuities$438,927$265,955$1,198,350$755,220
Fixed income66,55055,707181,116157,540
Mutual funds54,23542,310162,142128,787
Equities51,47536,786148,360106,671
Other83,84228,374234,89189,219
Total sales-based revenue$695,029$429,132$1,924,859$1,237,437
Trailing
Annuities$274,973$215,897$760,909$632,205
Mutual funds203,932151,141553,236438,636
Other13,52110,36234,29531,746
Total trailing revenue$492,426$377,400$1,348,440$1,102,587
Total commission revenue$1,187,455$806,532$3,273,299$2,340,024

Asset-Based

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

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Asset-based revenue
Client cash$428,190$353,855$1,217,553$1,047,712
Sponsorship programs209,141148,978551,393424,766
Recordkeeping144,949123,358410,922355,442
Total asset-based revenue$782,280$626,191$2,179,868$1,827,920

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

Service and Fee

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

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Service and fee revenue
Over time(1)$120,159$107,603$342,918$315,682
Point-in-time(2)54,55638,126128,83597,219
Total service and fee revenue$174,715$145,729$471,753$412,901

(1)Service and fee revenue recognized over time includes revenue such as error and omission insurance fees, IRA custodian fees, and technology fees.

(2)Service and fee revenue recognized at a point-in-time includes revenue such as IRA termination fees, registration fees, and account fees.

Unearned Revenue

The Company records unearned revenue when cash payments are received or due in advance of the Company’s performance obligations, including amounts which are refundable. Unearned revenue increased from $207.6 million as of December 31, 2024 to $265.5 million as of September 30, 2025. The increase in unearned revenue for the nine months ended September 30, 2025 is primarily driven by cash payments received or due in advance of satisfying the Company’s performance obligations, partially offset by $207.4 million of revenue recognized during the nine months ended September 30, 2025 that was included in the unearned revenue balance as of December 31, 2024.

The Company receives cash in advance for advisory services to be performed and conferences to be held in future periods. For advisory services, revenue is recognized as the Company provides the administration, brokerage and execution services over time to satisfy the performance obligations. For conference revenue, the Company recognizes revenue as the conferences are held.

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

NOTE 4 -ACQUISITIONS

During the nine months ended September 30, 2025, the Company completed 27 acquisitions, six of which have been accounted for as business combinations and 21 of which have been accounted for as asset acquisitions.

Business Combinations

Acquisition of Commonwealth Financial Network

On August 1, 2025, the Company acquired 100% of the outstanding equity interests of Commonwealth, a privately-held independent wealth management firm headquartered in Massachusetts, in order to leverage our scale and enhance our capabilities. As part of the transaction, Commonwealth’s advisory and brokerage assets are expected to transition to the Company’s platform in the fourth quarter of 2026. Commonwealth's results were included in the Company's condensed consolidated statements of income from August 1, 2025 through September 30, 2025 and condensed consolidated statements of financial condition as of September 30, 2025. The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

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

Cash Funded at CloseAugust 1, 2025
Cash consideration$1,927,371
Cash for liabilities assumed(1)405,823
Cash for post-combination expenses(2)419,049
Total cash funded at close$2,752,243
ConsiderationAugust 1, 2025
Cash$1,927,371
Other liabilities incurred90,414
Total consideration$2,017,785

(1)Liabilities assumed are reflected in the Accounts payable and accrued liabilities and Equity awards liability line items in the table below and were paid concurrently with the closing.

(2)The post-combination expenses were paid at the closing and primarily included $228.4 million of costs related to transaction bonuses and the acceleration of unvested equity awards which were classified as Compensation and benefits and $190.1 million of costs related to certain contract termination fees which were classified as Occupancy and equipment in the condensed consolidated financial statements.

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

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

Provisional Purchase Price AllocationAugust 1, 2025
Fair value of consideration transferred$2,017,785
Assets
Cash and equivalents$333,927
Restricted cash95,414
Investment securities43,719
Receivables from brokers, dealers and clearing organizations1,839
Other receivables, net55,788
Advisor loans, net105,627
Property and equipment, net7,769
Intangible assets1,671,000
Other assets60,278
Total identifiable assets acquired$2,375,361
Liabilities
Accrued advisory and commission expenses payable14,440
Accounts payable and accrued liabilities57,012
Client payables525
Equity awards liability382,231
Unearned revenue309,594
Other liabilities47,218
Total liabilities assumed$811,020
Net assets acquired1,564,341
Goodwill$453,444

The goodwill primarily includes synergies expected to result from combining operations and is deductible for tax purposes. Other intangible assets comprised $1.65 billion of advisor relationships, which were assigned useful lives of 17 years, and $21.0 million of trade name intangible, which was assigned a useful life of 21 years. See Note 7 -Goodwill and Other Intangibles, Net for additional information.

The fair value determination of certain assets acquired and liabilities assumed required the Company to make significant estimates and assumptions. Intangible assets were valued using an income approach with estimates and assumptions related to future net cash flows, discount and royalty rates. Advisor loans were valued using an income approach with assumptions related to net cash flows and conversion rates. Given the recent date of closing, the purchase accounting analysis is ongoing and may result in changes to the value of assets acquired and liabilities recorded, including other intangible assets.

The Company’s condensed consolidated statements of income for the three and nine months ended September 30, 2025 include total revenues attributable to Commonwealth of $474.5 million and a net loss of $228.2 million attributable to Commonwealth that was driven primarily by the acquisition related costs that were recognized at the closing.

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

Acquisition related costs incurred as part of the Commonwealth acquisition during the three and nine months ended September 30, 2025 were $466.6 million and $474.3 million, respectively. These costs include post-combination expense of $419.0 million, which primarily comprised amounts related to transaction bonuses, equity award acceleration, and amounts related to certain contract termination fees, which were classified as Compensation and benefits expense and Occupancy and equipment expense, respectively, in the Company's condensed consolidated statements of income. Acquisition related costs also included $47.6 million and $55.3 million for the three and nine months ended September 30, 2025, respectively, of costs incurred prior to the closing, which were primarily related to professional services classified as Professional services expense in the Company’s condensed consolidated statements of income.

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

Three Months Ended September 30,Nine Months Ended September 30,
LPL Financial and Commonwealth Pro Forma Combined Financial Information (unaudited)2025202420252024
Total revenue$4,806,987$3,787,502$13,702,158$10,842,497
Net income$291,366$257,433$929,424$364,719

The unaudited pro forma results above were prepared by combining the historical financial information of the Company and Commonwealth and making certain adjustments. Pro forma adjustments include the impact of amortization of intangible assets recognized as part of the acquisition, amortization of transition assistance loans made to advisors that will transition to the Company’s platform in 2026, and the impact of related interest and issuance costs of financing the transaction. The unaudited pro forma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues or other factors, and, therefore, does not represent the actual results that would have occurred had the companies actually been combined as of January 1, 2024.

The Company financed this transaction through a combination of corporate cash, proceeds from the debt and equity issuances completed in April 2025, and borrowings under LPL Holdings, Inc.’s revolving credit facility. See Note 9 - Corporate Debt and Other Borrowings, Net, and Note 11 -Stockholders’ Equity within the notes to the condensed consolidated financial statements for additional information.

Acquisition of The Investment Center, Inc. (“The Investment Center”)

In March 2025, the Company acquired The Investment Center for total consideration of $72.6 million, which included $72.2 million of cash and liabilities of $0.4 million for contingent consideration. The Company was introduced to The Investment Center as part of the Atria acquisition, and the cash consideration was prefunded in 2024 in conjunction with the close of the Atria acquisition. The Company has subsequently transitioned The Investment Center’s brokerage and advisory assets to the Company’s platform. The transaction also includes potential contingent consideration of up to $10.4 million based on revenue growth in the years following the acquisition. The Company accounted for the acquisition under the acquisition method of accounting for business combinations. Acquisition related costs incurred during the three and nine months ended September 30, 2025, were $1.1 million and $5.9 million, respectively, primarily related to professional services which were classified as professional services and promotional expenses in the Company's condensed consolidated statements of income. The Company recorded purchase accounting adjustments during the nine months ended September 30, 2025 which resulted in a $2.0 million increase in cash consideration, a $6.1 million decrease in other liabilities, a $0.4 million decrease in advisor relationships, and a $3.7 million decrease in goodwill. As of September 30, 2025, the Company had allocated $43.5 million and $29.1 million of the consideration to advisor relationships and goodwill, respectively. The advisor relationships were assigned a useful life of 16 years. See Note 7 -Goodwill and Other Intangibles, Net for additional information.

Other Business Combinations

The Company accounted forfour other acquisitions under the acquisition method of accounting for business combinations. Total consideration for these transactions was $75.2 million, which included $58.3 million of cash, and liabilities of $15.2 million for contingent consideration, which represents the acquisition date fair value of the additional cash consideration that may be transferred to the sellers if certain asset growth is achieved in the years

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

following the closing. This contingent consideration may be settled for amounts up to $46.9 million in the years following the closing. At September 30, 2025, purchase accounting analysis is still on-going and may result in changes to the value of intangibles assets and liabilities recorded. The Company had provisionally allocated $63.3 million of the consideration to client relationships, which were assigned useful lives of 14 years to 15 years, and $11.6 million to goodwill.

Asset Acquisitions

The Company accounted for 21 other acquisitions as asset acquisitions. These transactions included total initial consideration of $174.6 million, including $169.1 million which was allocated to client relationships and $5.5 million which was allocated to advisor relationships. These relationships were assigned useful lives of 14 years to 15 years, respectively, and the related transactions include potential contingent payments of up to $130.8 million in the years following the closing if certain asset growth is achieved. The Company has not recognized a liability for these contingent payments as the amounts to be paid will be uncertain until a future measurement date. See Note 7- Goodwill and Other Intangibles, Net, for additional information.

Acquisitions Completed in Prior Periods

During the twelve months ended December 31, 2024, the Company completed 24 acquisitions, certain of which have been accounted for as business combinations and certain of which have been accounted for as asset acquisitions.

Business Combinations

Acquisition of Atria Wealth Solutions, Inc.

On October 1, 2024, the Company acquired 100% of the outstanding common shares of Atria, a wealth management solutions holding company headquartered in New York, in order to expand its addressable markets and complement organic growth. As part of the acquisition, the Company acquired Atria's seven introducing broker-dealer subsidiaries and completed the conversion of the related brokerage and advisory assets to the Company's platform in July 2025. The Company accounted for the acquisition under the acquisition method of accounting for business combinations.

During the nine months ended September 30, 2025, the Company recorded purchase accounting adjustments that resulted in a $15.4 million decrease in total consideration, a $13.5 million decrease in advisor relationships, a $6.3 million decrease in institutional relationships, a $4.8 million decrease in other receivables, a $5.2 million increase in other assets, a $1.3 million decrease in deferred tax liabilities, and a $6.2 million increase in accounts payable and accrued liabilities. These cumulative adjustments resulted in an $8.9 million increase to goodwill.

The following table summarizes the total consideration for the transaction at October 1, 2024 (dollars in thousands):

ConsiderationOctober 1, 2024
Cash$853,429
Fair value of contingent consideration19,545
Total consideration$872,974

The contingent consideration, which may be settled for amounts up to $330 million, represents the estimated fair value of the additional cash consideration that may be paid to the sellers if certain asset conversion, retention and other milestones are achieved in the year following the closing. The Company determined the fair value for each of its contingent consideration obligations using probability weighted or Monte-Carlo simulation models. These methods use significant unobservable inputs, including forecasted conversion rates and discount rates which are based on the cost of debt and equity. See Note 5 -Fair Value Measurements for additional information.

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

The following table summarizes the Company's purchase price allocation at October 1, 2024 (dollars in thousands):

Purchase Price AllocationOctober 1, 2024
Fair value of consideration transferred$872,974
Assets
Cash and equivalents$76,259
Restricted cash15,866
Receivables from brokers, dealers and clearing organizations13,734
Other receivables37,163
Other intangibles620,100
Other assets30,482
Total identifiable assets acquired$793,604
Liabilities
Accrued advisory and commission expenses payable32,756
Accounts payable and accrued liabilities58,691
Deferred tax liabilities110,643
Other liabilities26,409
Total liabilities assumed$228,499
Net assets acquired565,105
Goodwill$307,869

The goodwill primarily includes synergies expected to result from combining operations. Other intangible assets comprised $195.4 million of institutional relationships and $424.7 million of advisor relationships which were each assigned useful lives of 16 years. These intangible assets were valued using the income approach and are included in the Advisor and institution relationships line item in Note 7 - Goodwill and Other Intangibles, Net. The fair value determination of institutional and advisor relationships required the Company to make significant estimates and assumptions related to future net cash flows and discount rates.

Acquisition related costs incurred as part of the Atria acquisition during the three and nine months ended September 30, 2025, were $19.7 million and $63.8 million, respectively, primarily related to professional services and conversion costs, which were classified as professional services and promotional expenses, respectively, in the Company's condensed consolidated statements of income. Atria's results were included in the Company's condensed consolidated statements of income during the three and nine months ended September 30, 2025. For this period, total revenues attributable to Atria were approximately $185.4 million and $556.3 million, respectively, and net income was not material.

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

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

Three Months Ended September 30,Nine Months Ended September 30,
LPL Financial and Atria Pro Forma Combined Financial Information (unaudited)20242024
Total revenue$3,311,379$9,486,591
Net income$223,995$709,001

The unaudited pro forma results above were prepared by combining the historical financial information of the Company and Atria and making certain adjustments. Pro forma adjustments include the impact of amortization of intangible assets recognized as part of the acquisition, amortization of transition assistance loans made to advisors and institutions that have converted to the Company's platform in 2025, and the related interest impact of financing the transaction. The unaudited pro forma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues or other factors, and, therefore, does not represent the actual results that would have occurred had the companies actually been combined as of January 1, 2024.

Other Business Combinations

The Company accounted forseven acquisitions under the acquisition method of accounting for business combinations during the year ended December 31, 2024. Total consideration for these transactions was $113.2 million, which included $64.4 million of cash, and liabilities of $48.8 million for contingent consideration. At December 31, 2024, the Company allocated $34.3 million of the purchase price to goodwill and $78.9 million to client relationships acquired as part of these acquisitions, which included a provisional allocation of $3.8 million to goodwill and $11.3 million to client relationships for acquisitions completed in the fourth quarter for which purchase accounting was finalized in 2025. The goodwill primarily includes synergies expected to result from combining operations and is deductible for tax purposes. See Note 7- Goodwill and Other Intangibles, Net, for additional information.

Asset Acquisitions

The Company accounted for 16 other acquisitions as asset acquisitions during the year ended December 31, 2024. These transactions included total initial consideration of $178.3 million, including $48.5 million which was allocated to advisor relationships and $129.8 million which was allocated to client relationships. These transactions include potential contingent payments of up to $97.2 million in the years following the closing if certain asset growth is achieved. The Company has not recognized a liability for these contingent payments as the amounts to be paid will be uncertain until a future measurement date. See Note 7- Goodwill and Other Intangibles, Net, for additional information.

NOTE 5 -FAIR VALUE MEASUREMENTS

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are prioritized within a three-level fair value hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

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

There have been no transfers of assets or liabilities between these fair value measurement classifications during the nine months ended September 30, 2025 or 2024.

The Company’s fair value measurements are evaluated within the fair value hierarchy, based on the nature of inputs used to determine the fair value at the measurement date. At September 30, 2025 and December 31, 2024, the Company had the following financial assets and liabilities that are measured at fair value on a recurring basis:

Cash Equivalents — The Company’s cash equivalents primarily include money market funds and U.S. government obligations, which are short term in nature with readily determinable values derived from active markets.

Cash Equivalents Segregated Under Federal or Other Regulations — The Company’s cash equivalents segregated under federal or other regulations include U.S. treasury bills, which are short term in nature with readily determinable values derived from active markets.

Restricted Cash— The Company’s restricted cash is primarily composed of U.S. government obligations and money market funds which are short term in nature with readily determinable values derived from active markets.

Trading Securities and Securities Sold, But Not Yet Purchased — The Company’s trading securities consist of house account model portfolios established and managed for the purpose of benchmarking the performance of its fee-based advisory platforms and temporary positions resulting from the processing of client transactions.

The Company uses prices obtained from independent third-party pricing services to measure the fair value of its trading securities. Prices received from the pricing services are validated when security prices move beyond a certain deviation threshold using various methods including comparison to prices received from additional pricing services, comparison to available quoted market prices and review of other relevant market data including implied yields of major categories of securities. In general, these quoted prices are derived from active markets for identical assets or liabilities. When quoted prices in active markets for identical assets and liabilities are not available, the quoted prices are based on similar assets and liabilities or inputs other than the quoted prices that are observable, either directly or indirectly. For negotiable certificates of deposit and treasury securities, the Company utilizes market-based inputs, including observable market interest rates that correspond to the remaining maturities or the next interest reset dates. At September 30, 2025 and December 31, 2024, the Company did not adjust prices received from the independent third-party pricing services.

Other Assets — The Company’s other assets include: (1) deferred compensation plan assets that are invested in life insurance, money market and other mutual funds, which are actively traded and valued based on quoted market prices; and (2) certain non-traded real estate investment trusts, which are valued using quoted prices for identical or similar securities and other inputs that are observable or can be corroborated by observable market data.

Fractional Shares — The Company’s investment in fractional shares held by customers is reflected in other assets while the related purchase obligation for such shares is reflected in other liabilities. The Company uses prices obtained from independent third-party pricing services to measure the fair value of its investment in fractional shares held by customers and the related repurchase obligation. Prices received from the pricing services are validated when security prices move beyond a certain deviation threshold using various methods including comparison to prices received from additional pricing services, comparison to available quoted market prices and review of other relevant market data including implied yields of major categories of securities. At September 30, 2025 and December 31, 2024, the Company did not adjust prices received from the independent third-party pricing services.

Contingent Consideration — The Company measures contingent consideration liabilities at fair value at the acquisition date, as applicable, and thereafter on a recurring basis using unobservable (Level 3) inputs. These contingent consideration liabilities are reflected in other liabilities. See Note 4 -Acquisitions for additional information.

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

Level 3 Recurring Fair Value Measurements

The Company determines the fair value for its contingent consideration obligations using probability weighted and Monte-Carlo simulation models. Contingent payments are estimated by applying significant unobservable inputs, including forecasted growth rates applied to project future revenue or asset growth, conversion or retention rates, and discount rates which are based on the cost of debt and equity. These projections are measured against the performance targets specified in each respective acquisition agreement, which may include growth in assets under management, net new assets, asset conversion or retention, or revenue growth. Significant increases or decreases in the Company’s forecasted growth rates over the measurement period or discount rates would result in a higher or lower fair value measurement.

The following tables summarize inputs used in the measurement of contingent consideration (dollars in thousands):

Quantitative Information About Level 3 Fair Value Measurements
September 30, 2025 · Type · Valuation Techniques · Unobservable Inputs · Range
$121,011Contingent ConsiderationMonte-Carlo Simulation ModelForecasted Growth Rates3.0%-26.0%
Discount Rate12.0%-15.8%
Equivalency Rate(1)5.6%-6.1%
7,844Contingent ConsiderationProbability Weighted Expected Return MethodEquivalency Rate(1)5.3%-5.3%
Conversion Rate—%-100.0%
$128,855

(1)Equivalency rate is defined as the prevailing market interest rate used to discount future payments.

Quantitative Information About Level 3 Fair Value Measurements
December 31, 2024 · Type · Valuation Techniques · Unobservable Inputs · Range
$170,343Contingent ConsiderationMonte-Carlo Simulation ModelForecasted Growth Rates2.0%-29.5%
Discount Rate10.5%-18.0%
Equivalency Rate(1)4.9%-5.8%
26,555Contingent ConsiderationProbability Weighted Expected Return MethodEquivalency Rate(1)5.7%-5.7%
Conversion Rate—%-100.0%
$196,898

(1)Equivalency rate is defined as the prevailing market interest rate used to discount future payments.

The following table summarizes the changes in fair value for the Company’s Level 3 liabilities during the periods presented (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Balance - Beginning of period$124,849$129,848$196,898$118,844
Additions and purchase accounting adjustments5,6522,598(3,593)42,978
Payments(4,322)(1,500)(74,029)(55,500)
Fair value adjustments2,6765,8489,57930,472
Balance - End of period$128,855$136,794$128,855$136,794

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

Recurring Fair Value Measurements

The following table summarizes the Company’s financial assets and financial liabilities measured at fair value on a recurring basis (in thousands):

September 30, 2025Level 1Level 2Level 3Total
Assets
Cash equivalents$80,682$—$—$80,682
Cash equivalents segregated under federal or other regulations597,601——597,601
Restricted cash127,264——127,264
Investment securities — trading:
U.S. treasury obligations139,622——139,622
Mutual funds57,556——57,556
Money market funds5——5
Equity securities2,441——2,441
Debt securities—320—320
Total investment securities — trading199,624320—199,944
Other assets:
Deferred compensation plan1,045,529——1,045,529
Fractional shares — investment(1)348,164——348,164
Other investments—2,478—2,478
Total other assets:1,393,6932,478—1,396,171
Total assets at fair value$2,398,864$2,798$—$2,401,662
Liabilities
Other liabilities:
Securities sold, but not yet purchased:
Equity securities$272$—$—$272
Total securities sold, but not yet purchased272——272
Fractional shares — repurchase obligation(1)348,164——348,164
Contingent consideration——128,855128,855
Total other liabilities348,436—128,855477,291
Total liabilities at fair value$348,436$—$128,855$477,291

(1)Investment in and related repurchase obligation for fractional shares resulting from the Company’s dividend reinvestment program (“DRIP”).

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

The following table summarizes the Company’s financial assets and financial liabilities measured at fair value on a recurring basis (in thousands):

December 31, 2024Level 1Level 2Level 3Total
Assets
Cash equivalents$53,672$—$—$53,672
Cash equivalents segregated under federal or other regulations672,164——672,164
Restricted cash100,368——100,368
Investment securities — trading:
Mutual funds13,627——13,627
U.S. treasury obligations28,511——28,511
Money market funds110——110
Equity securities8——8
Debt securities—11—11
Total investment securities — trading42,25611—42,267
Other assets:
Deferred compensation plan856,843——856,843
Fractional shares — investment(1)278,683——278,683
Other investments—3,989—3,989
Total other assets1,135,5263,989—1,139,515
Total assets at fair value$2,003,986$4,000$—$2,007,986
Liabilities
Other liabilities:
Securities sold, but not yet purchased:
Equity securities$151$—$—$151
Debt Securities—18—18
Total securities sold, but not yet purchased15118—169
Fractional shares — repurchase obligation(1)278,683——278,683
Contingent consideration——196,898196,898
Total other liabilities278,83418196,898475,750
Total liabilities at fair value$278,834$18$196,898$475,750

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

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

Fair Value of Financial Instruments Not Measured at Fair Value

The following tables summarize the carrying values, fair values and fair value hierarchy level classification of financial instruments that are not measured at fair value (in thousands):

September 30, 2025Carrying ValueLevel 1Level 2Level 3Total Fair Value
Assets
Cash$1,262,825$1,262,825$—$—$1,262,825
Cash segregated under federal or other regulations651,399651,399——651,399
Restricted cash100,965100,965——100,965
Receivables from clients, net777,860—777,860—777,860
Receivables from brokers, dealers and clearing organizations81,265—81,265—81,265
Advisor repayable loans, net(1)449,119——381,053381,053
Other receivables, net1,072,166—1,072,166—1,072,166
Investment securities — held-to-maturity securities15,277—15,362—15,362
Other assets:
Securities borrowed3,175—3,175—3,175
Deferred compensation plan(2)10,46210,462——10,462
Other investments(3)7,857—7,857—7,857
Total other assets21,49410,46211,032—21,494
Liabilities
Client payables$1,996,568$—$1,996,568$—$1,996,568
Payables to brokers, dealers and clearing organizations195,728—195,728—195,728
Corporate debt and other borrowings, net7,521,468—7,667,344—7,667,344
December 31, 2024Carrying ValueLevel 1Level 2Level 3Total Fair Value
Assets
Cash$913,407$913,407$—$—$913,407
Cash segregated under federal or other regulations925,085925,085——925,085
Restricted cash19,35619,356——19,356
Receivables from clients, net633,834—633,834—633,834
Receivables from brokers, dealers and clearing organizations76,545—76,545—76,545
Advisor repayable loans, net(1)360,760——281,146281,146
Other receivables, net902,777—902,777—902,777
Investment securities - held-to-maturity securities15,214—15,190—15,190
Other assets:
Deferred compensation plan(2)8,7428,742——8,742
Securities borrowed4,811—4,811—4,811
Other investments(3)7,706—7,706—7,706
Total other assets21,2598,74212,517—21,259
Liabilities
Client payables$1,898,665$—$1,898,665$—$1,898,665
Payables to brokers, dealers and clearing organizations129,228—129,228—129,228
Corporate debt and other borrowings, net5,494,724—5,480,389—5,480,389

(1)Includes repayable loans and forgivable loans which have converted to repayable upon advisor termination or change in agreed upon terms.

(2)Includes cash balances awaiting investment or distribution to plan participants.

(3)Other investments include Depository Trust Company common shares and Federal Reserve stock.

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

NOTE 6 -INVESTMENT SECURITIES

The Company’s investment securities include debt and equity securities that the Company has classified as trading securities, which are carried at fair value, as well as investments in U.S. government notes, which are held by PTC to satisfy minimum capital requirements of the Office of the Comptroller of the Currency. These securities are recorded at amortized cost and classified as held-to-maturity as the Company has both the intent and ability to hold these investments to maturity.

The following table summarizes investment securities (in thousands):

September 30, 2025December 31, 2024
Trading securities — at fair value:
U.S. treasury obligations$139,622$28,511
Mutual funds57,55613,627
Money market funds5110
Equity securities2,4418
Debt securities32011
Total trading securities$199,944$42,267
Held-to-maturity securities — at amortized cost:
U.S. government notes$15,277$15,214
Total held-to-maturity securities$15,277$15,214
Total investment securities$215,221$57,481

At September 30, 2025, the held-to-maturity securities were scheduled to mature as follows (in thousands):

Within one yearAfter one but within five yearsAfter five but within ten yearsAfter ten yearsTotal
U.S. government notes — at amortized cost$5,452$9,825$—$—$15,277
U.S. government notes — at fair value$5,443$9,919$—$—$15,362

NOTE 7 -GOODWILL AND OTHER INTANGIBLES, NET

A summary of the activity impacting goodwill is presented below (in thousands):

Balance at December 31, 2023$1,856,648
Purchase accounting adjustments(16,980)
Goodwill acquired333,205
Balance at December 31, 20242,172,873
Purchase accounting adjustments4,106
Goodwill acquired497,885
Balance at September 30, 2025$2,674,864

The Company completed various acquisitions, which were accounted for under the acquisition method of accounting for business combinations and as asset acquisitions, and recorded purchase accounting adjustments during the periods presented. See Note 4 -Acquisitions, for additional information.

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

The components of other intangibles, net were as follows at September 30, 2025 (in thousands):

Weighted-Average Life Remaining(in years)Gross Carrying ValueAccumulated AmortizationNet Carrying Value
Definite-lived intangibles, net(1):
Advisor and institution relationships15.6$3,307,078$(797,967)$2,509,111
Client relationships12.5848,301(125,728)722,573
Trade name20.821,000(167)20,833
Product sponsor relationships0.8234,086(229,575)4,511
Technology3.320,930(14,943)5,987
Total definite-lived intangible assets, net$4,431,395$(1,168,380)$3,263,015
Other indefinite-lived intangibles:
Trademark and trade name39,819
Total other intangibles, net$3,302,834

(1)During the nine months ended September 30, 2025, the Company completed various acquisitions. See Note 4 -Acquisitions, for additional information.

The components of other intangibles, net were as follows at December 31, 2024 (in thousands):

Weighted-Average Life Remaining(in years)Gross Carrying ValueAccumulated AmortizationNet Carrying Value
Definite-lived intangibles, net(1):
Advisor and institution relationships13.4$1,626,281$(699,385)$926,896
Client relationships12.7581,519(86,292)495,227
Product sponsor relationships1.3234,086(220,880)13,206
Technology7.620,930(13,090)7,840
Total definite-lived intangibles, net$2,462,816$(1,019,647)$1,443,169
Other indefinite-lived intangibles:
Trademark and trade name39,819
Total other intangibles, net$1,482,988

(1)During the year ended December 31, 2024, the Company completed various acquisitions. See Note 4 -Acquisitions, for additional information.

Total amortization of other intangibles was $64.7 million and $32.5 million for the three months ended September 30, 2025 and 2024, respectively, and $154.3 million and $92.6 million for the nine months ended September 30, 2025 and 2024, respectively. Future amortization is estimated as follows (in thousands):

2025 - remainder$69,915
2026244,543
2027239,394
2028233,602
2029224,924
Thereafter2,250,637
Total$3,263,015

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

NOTE 8 -OTHER ASSETS AND OTHER LIABILITIES

The components of other assets and other liabilities were as follows (dollars in thousands):

September 30, 2025December 31, 2024
Other assets:
Deferred compensation$1,055,991$865,585
Prepaid assets180,588194,690
Fractional shares — investment348,164278,683
Deferred tax assets, net131,507129,902
Operating lease assets157,606119,144
Referral fee105,34585,780
Debt issuance costs, net11,90314,154
Other112,538127,801
Total other assets$2,103,642$1,815,739
Other liabilities:
Deferred compensation$1,049,467$862,698
Unearned revenue265,534207,563
Fractional shares — repurchase obligation348,164278,683
Operating lease liabilities185,502147,718
Finance lease liabilities—105,123
Financing obligation liabilities108,776—
Taxes payable60,040134,815
Contingent consideration128,855196,898
Other5,46218,241
Total other liabilities$2,151,800$1,951,739

The Company entered into a 20 year credit tenant lease on its Fort Mill, South Carolina office in April 2025. The transaction was accounted for as a financing arrangement as it did not qualify for sale-leaseback accounting primarily due to the existence of an option to purchase the property for $1 at the end of the lease term. The Company had previously accounted for this location as a finance lease. As a result of the transaction, the term was extended, a financing obligation of $109.3 million was recorded, and the existing finance lease liability of $105.0 million was derecognized. The Company allocated $104.0 million and $5.3 million to building and land, respectively, in the Property and equipment, net line item in the Company's condensed consolidated statements of financial condition. In connection with the sale-leaseback, the Company incurred incremental costs of $2.5 million, which were included in the basis of the amount financed.

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

NOTE 9 -CORPORATE DEBT AND OTHER BORROWINGS, NET

The Company’s outstanding corporate debt and other borrowings, net were as follows (in thousands):

September 30, 2025 · December 31, 2024
Corporate Debt · Balance · Applicable Margin · Interest Rate · Balance · Applicable Margin · Interest rate · Maturity
Term Loan A(1)$1,020,000SOFR+147.5 bps5.725%$1,020,000SOFR+147.5 bps6.000%12/5/2026
2027 Senior Notes(1)500,000Fixed Rate5.700%500,000Fixed Rate5.700%5/20/2027
2027 Senior Notes(1)400,000Fixed Rate4.625%400,000Fixed Rate4.625%11/15/2027
2028 Senior Notes(1)500,000Fixed Rate4.900%———%4/3/2028
2028 Senior Notes(1)750,000Fixed Rate6.750%750,000Fixed Rate6.750%11/17/2028
2029 Senior Notes(1)900,000Fixed Rate4.000%900,000Fixed Rate4.000%3/15/2029
2030 Senior Notes(1)750,000Fixed Rate5.200%———%3/15/2030
2030 Senior Notes(1)500,000Fixed Rate5.150%———%6/15/2030
2031 Senior Notes(1)400,000Fixed Rate4.375%400,000Fixed Rate4.375%5/15/2031
2034 Senior Notes(1)500,000Fixed Rate6.000%500,000Fixed Rate6.000%5/20/2034
2035 Senior Notes(1)500,000Fixed Rate5.650%———%3/15/2035
2035 Senior Notes(1)500,000Fixed Rate5.750%———%6/15/2035
Total Corporate Debt7,220,0004,470,000
Less: Unamortized Debt Issuance Cost(42,532)(22,276)
Corporate debt, net$7,177,468$4,447,724
Other Borrowings
Revolving Credit Facility344,000ABR+37.5 bps / SOFR+147.5 bps5.695%1,047,000ABR+37.5 bps / SOFR+147.5 bps6.007%5/20/2029
Total other borrowings$344,000$1,047,000
Corporate Debt and Other Borrowings, Net$7,521,468$5,494,724

(1)No leverage or interest coverage maintenance covenants.

The following table presents amounts outstanding and available under the Company’s external lines of credit at September 30, 2025 (in millions):

DescriptionBorrowerMaturity DateOutstandingAvailable
Senior unsecured, revolving credit facilityLPL Holdings, Inc.May 2029$344$1,906
Broker-dealer revolving credit facilityLPL Financial LLCMay 2026$—$1,000
Unsecured, uncommitted lines of creditLPL Financial LLCNone$—$75
Unsecured, uncommitted lines of creditLPL Financial LLCSeptember 2026$—$50
Secured, uncommitted lines of creditLPL Financial LLCMarch 2028$—$75
Secured, uncommitted lines of creditLPL Financial LLCNone$—unspecified
Secured, uncommitted lines of creditLPL Financial LLCNone$—unspecified

Issuance of 20284.900% Senior Notes, 20305.150% Senior Notes, and 20355.750% Senior Notes

On April 3, 2025, the Company completed the issuance and sale of $500.0 million in aggregate principal amount of 4.900% senior unsecured notes due 2028 (“20284.900% Senior Notes”), $500.0 million in aggregate principal amount of 5.150% senior unsecured notes due 2030 (“20305.150% Senior Notes”) and $500.0 million in aggregate principal amount of 5.750% senior unsecured notes due 2035 (“20355.750% Senior Notes”). The proceeds of the issuance were utilized to fund the acquisition of Commonwealth.

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

The 20284.900% Senior Notes will mature on April 3, 2028, and interest is payable semi-annually. The Company may redeem all or part of the 20284.900% Senior Notes on or prior to March 3, 2028 at a redemption price that is equal to the greater of: (i) the remaining scheduled payments of principal and interest discounted at the Treasury Rate (as defined in the Sixth Supplemental Indenture dated April 3, 2025) plus 20 basis points less interest accrued to the redemption date, and (ii)100% of the principal amount of the 20284.900% Senior Notes to be redeemed plus accrued interest. On or after March 3, 2028, the Company may redeem the 20284.900% Senior Notes at 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest.

The 20305.150% Senior Notes will mature on June 15, 2030, and interest is payable semi-annually. The Company may redeem all or part of the 20305.150% Senior Notes on or prior to May 15, 2030 at a redemption price that is equal to the greater of: (i) the remaining scheduled payments of principal and interest discounted at the Treasury Rate (as defined in the Seventh Supplemental Indenture dated April 3, 2025) plus 20 basis points less interest accrued to the redemption date, and (ii)100% of the principal amount of the 20305.150% Senior Notes to be redeemed plus accrued interest. On or after May 15, 2030, the Company may redeem the 20305.150% Senior Notes at 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest.

The 20355.750% Senior Notes will mature on June 15, 2035, and interest is payable semi-annually. The Company may redeem all or part of the 20355.750% Senior Notes on or prior to March 15, 2035 at a redemption price that is equal to the greater of: (i) the remaining scheduled payments of principal and interest discounted at the Treasury Rate (as defined in the Eighth Supplemental Indenture dated April 3, 2025) plus 25 basis points less interest accrued to the redemption date, and (ii)100% of the principal amount of the 20355.750% Senior Notes to be redeemed plus accrued interest. On or after March 15, 2035, the Company may redeem the 20355.750% Senior Notes at 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest.

In connection with the issuance of the 20284.900% Senior Notes, 20305.150% Senior Notes and 20355.750% Senior Notes, the Company incurred $11.0 million in costs, which were capitalized as debt issuance costs in the condensed consolidated statements of financial condition.

Issuance of 20305.200% Senior Notes and 20355.650% Senior Notes

On February 26, 2025, LPLH issued $750.0 million in aggregate principal amount of 5.200% senior notes due 2030 (“20305.200% Senior Notes”) and $500.0 million in aggregate principal amount of 5.650% senior notes due 2035 (the “20355.650% Senior Notes”). The 20305.200% Senior Notes and 20355.650% Senior Notes are unsecured obligations of the Company and are fully and unconditionally guaranteed on a senior unsecured basis by LPLFH. The Company used a portion of the proceeds from the issuance to repay borrowings made under its senior unsecured revolving credit facility and for general corporate purposes.

The 20305.200% Senior Notes will mature on March 15, 2030, and interest is payable semi-annually. The Company may redeem all or part of the 20305.200% Senior Notes on or prior to February 15, 2030 at a redemption price that is equal to the greater of: (i) the remaining scheduled payments of principal and interest discounted at the Treasury Rate (as defined in the Fourth Supplemental Indenture dated February 26, 2025) plus 15 basis points less interest accrued to the redemption date, and (ii)100% of the principal amount of the 20305.200% Senior Notes to be redeemed plus accrued interest. On or after February 15, 2030, the Company may redeem the 20305.200% Senior Notes at 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest.

The 20355.650% Senior Notes will mature on March 15, 2035, and interest is payable semi-annually. The Company may redeem all or part of the 20355.650% Senior Notes on or prior to December 15, 2034 at a redemption price that is equal to the greater of: (i) the remaining scheduled payments of principal and interest discounted at the Treasury Rate (as defined in the Fifth Supplemental Indenture dated February 26, 2025) plus 20 basis points less interest accrued to the redemption date, and (ii)100% of the principal amount of the 20355.650% Senior Notes to be redeemed plus accrued interest. On or after December 15, 2034, the Company may redeem the 20355.650% Senior Notes at 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest.

In connection with the issuance of the 20305.200% Senior Notes and 20355.650% Senior Notes, the Company incurred $10.4 million in costs, which were capitalized as debt issuance costs in the condensed consolidated statements of financial condition.

Refinanced Existing Term Loan B Facility with Term Loan A Facility

On December 5, 2024, LPLH refinanced its existing $1.0 billion Term Loan B facility with a new $1.0 billion Term Loan A facility (the “Term Loan A”) that will mature on December 5, 2026.

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

Issuance of 2027 Senior Notes and 2034 Senior Notes

On May 20, 2024, LPLH issued $500.0 million in aggregate principal amount of 5.700% senior notes due 2027 (“2027 Senior Notes”) and $500.0 million in aggregate principal amount of 6.000% senior notes due 2034 (the “2034 Senior Notes”). In connection with the issuance of the 2027 Senior Notes and 2034 Senior Notes, the Company incurred $7.1 million in costs, which were capitalized as debt issuance costs in the condensed consolidated statements of financial condition.

Credit Agreement and Parent Revolving Credit Facility

On May 20, 2024, LPLH amended its revolving credit facility to, among other things, increase the maximum borrowing from $2.0 billion to $2.25 billion and extend the maturity of the revolving credit facility to May 2029. In connection with the amendment of the credit facility, LPLH incurred $8.6 million in costs, which were capitalized as debt issuance costs in the condensed consolidated statements of financial condition.

The Credit Agreement subjects the Company to certain financial and non-financial covenants. As of September 30, 2025, the Company was in compliance with such covenants.

Broker-Dealer Revolving Credit Facility

On May 19, 2025, LPL Financial, the Company’s broker-dealer subsidiary, renewed its revolving credit facility to extend the maturity of the revolving credit facility to May 2026. The revolving credit facility allows for a maximum borrowing of up to $1.0 billion and borrowings under the credit facility bear interest at a rate per annum equal to 1.25% per annum plus the greatest of (i) SOFR, (ii) the effective federal funds rate and (iii) the overnight bank funding rate, in each case, as such rate is administered or determined by the Federal Reserve Bank of New York from time to time. In connection with the renewal of the credit facility, LPL Financial incurred $1.3 million in costs, which were capitalized as debt issuance costs in the condensed consolidated statements of financial condition. The broker-dealer credit agreement subjects LPL Financial to certain financial and non-financial covenants. LPL Financial was in compliance with such covenants as of September 30, 2025.

Other External Lines of Credit

LPL Financial maintained five uncommitted lines of credit as of September 30, 2025. Two of the lines have unspecified limits, which are primarily dependent on LPL Financial’s ability to provide sufficient collateral. The other three lines have a total limit of $200.0 million, of which $125.0 million is uncollateralized. There wereno balances outstanding under these lines at September 30, 2025 or December 31, 2024.

NOTE 10 -COMMITMENTS AND CONTINGENCIES

Service and Development Contracts

The Company is party to certain long-term contracts for systems and services that enable back-office trade processing and clearing for its product and service offerings.

Guarantees

The Company occasionally enters into contracts that contingently require it to indemnify certain parties against third-party claims. The terms of these obligations vary and, because a maximum obligation is not explicitly stated, the Company has determined that it is not possible to make an estimate of the amount that it could be obligated to pay under such contracts.

LPL Financial provides guarantees to securities clearing houses and exchanges under their standard membership agreements, which require a member to guarantee the performance of other members. Under these agreements, if a member becomes unable to satisfy its obligations to the clearing houses and exchanges, all other members would be required to meet any shortfall. The Company’s liability under these arrangements is not quantifiable and could exceed the cash and securities it has posted as collateral. However, the potential requirement for the Company to make payments under these agreements is remote. Accordingly, no liability has been recognized for these transactions.

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

Loan Commitments

From time to time, LPL Financial makes loans to advisors and institutions, primarily to newly recruited advisors and institutions to assist in the transition process, which may be forgivable. Due to timing differences, LPL Financial may make commitments to issue such loans prior to actually funding them. These commitments are generally contingent upon certain events occurring, including the advisor or institution joining LPL Financial. LPL Financial had no significant unfunded loan commitments at September 30, 2025 or December 31, 2024.

Legal and Regulatory Matters

The Company is subject to extensive regulation and supervision by U.S. federal and state agencies and various self-regulatory organizations. The Company and its advisors periodically engage with such agencies and organizations, in the context of examinations or otherwise, to respond to inquiries, informational requests and investigations. From time to time, such engagements result in regulatory complaints or other matters, the resolution of which has in the past and may in the future include fines, customer restitution and other remediation. 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. While the Company exercises significant and complex judgments to make certain estimates presented in its condensed consolidated financial statements, there are particular uncertainties and complexities involved when assessing the potential outcomes of legal proceedings and regulatory matters. The Company’s assessment process considers a variety of factors and assumptions, which may include: the procedural status of the matter and any recent developments; prior experience and the experience of others in similar matters; the size and nature of potential exposures; available defenses; the progress of fact discovery; the opinions of counsel and experts; or the potential opportunities for settlement and the status of any settlement discussions. The Company monitors these factors and assumptions for new developments and re-assesses the likelihood that a loss will occur and the estimated range or amount of loss, if those amounts can be reasonably determined. The Company has established an accrual for those legal proceedings and regulatory matters for which a loss is both probable and the amount can be reasonably estimated.

In February 2023, the Company received a request for information from the SEC in connection with an investigation of certain elements of the Company’s Anti-Money Laundering compliance program. In 2024, the SEC proposed a resolution, under which the Company would pay an $18.0 million civil monetary penalty. As a result, the Company recorded $18.0 million in other expense in the consolidated statements of income for the year ended December 31, 2024. The Company reached a settlement with the staff of the SEC and paid the civil monetary penalty in January 2025.

In July 2024, putative class action lawsuits were filed against LPL Financial in federal district court alleging certain violations of law in connection with its cash sweep programs. The Company intends to defend vigorously against the lawsuits.

In August 2024, the Company received a request for information from the SEC regarding certain elements of the Company’s cash management program for corporate advisory accounts. The Company has been cooperating with the request.

Third-Party Insurance

The Company maintains third-party insurance coverage for certain potential legal proceedings, including those involving certain client claims. With respect to such client claims, the estimated losses on many of the pending matters are less than the applicable deductibles of the insurance policies.

Self-Insurance

The Company has self-insurance for certain potential liabilities through its captive insurance subsidiary. Liabilities associated with the risks that are retained by the Company are not discounted and are estimated by considering, in part, historical claims experience, severity factors, and actuarial assumptions and estimates. The estimated accruals for these potential liabilities could be significantly affected if future occurrences and claims differ from such assumptions and historical trends, so there are particular complexities and uncertainties involved when assessing the adequacy of loss reserves for potential liabilities that are self-insured. Self-insurance liabilities are included in accounts payable and accrued liabilities in the condensed consolidated statements of financial condition. Self-insurance related charges are included in other expense in the condensed consolidated statements of income.

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

The following table provides a reconciliation of the beginning and ending balances of self-insurance liabilities for the periods presented (in thousands):

Nine Months Ended September 30,
20252024
Beginning balance — January 1$79,637$82,883
Losses incurred35,55627,724
Losses paid(17,613)(35,562)
Ending balance — September 30$97,580$75,045

Other Commitments

As of September 30, 2025, the Company had approximately $719.9 million of client margin loans that were collateralized with securities having a fair value of approximately $1.0 billion that LPL Financial can repledge, loan or sell. Of these securities, approximately $572.4 million were client-owned securities pledged to the Options Clearing Corporation as collateral to secure client obligations related to options positions. As of September 30, 2025, there were no restrictions that materially limited the Company’s ability to repledge, loan or sell the remaining $435.4 million of client collateral.

Investment securities on the condensed consolidated statements of financial condition include $14.8 million and $8.5 million of trading securities pledged to the Options Clearing Corporation at September 30, 2025 and December 31, 2024, respectively, and $24.7 million and $20.0 million of trading securities pledged to the National Securities Clearing Corporation at September 30, 2025 and December 31, 2024, respectively.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.