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LPL Financial Holdings Inc.

For the period ended Oct 27, 2026. Filed Oct 27, 2026.

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About this filing

A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.

Oct 27, 2026 · Filed Oct 27, 2026

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LPLA$295.51-1.8%Stored close · as of Nov 6, 2026
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EX-99.1 · Endnote Disclosures

Endnote Disclosures

(1) Represents the estimated total client assets expected to transition to the Company's primary broker-dealer subsidiary, LPL Financial, in connection with advisors who transferred their licenses to LPL Financial during the period. The estimate is based on prior business reported by the advisors, which has not been independently and fully verified by LPL Financial. The actual transition of client assets to LPL Financial generally occurs over several quarters and the actual amount transitioned may vary from the estimate.

(2) Corporate cash, a component of cash and equivalents, is the sum of cash and equivalents from the following: (1) cash and equivalents held at LPL Holdings, Inc., (2) cash and equivalents held at regulated subsidiaries as defined by the Company's Credit Agreement, which include LPL Financial, LPL Enterprise, LLC, The Private Trust Company, N.A., and Commonwealth Equity Services, LLC ("CES"), in excess of the capital requirements of the Company's Credit Agreement and (3) cash and equivalents held at non-regulated subsidiaries.

(3) Compliance with the Leverage Ratio is only required under the Company's revolving credit facility.

(4) The Company was named a Top RIA custodian (Cerulli Associates, 2025 U.S. RIA Marketplace Report); and, among third-party providers of brokerage services to banks and credit unions, No. 1 in Market Share of AUM from Financial Institutions and No. 1 in Share of Advisors (Cerulli Associates, 2025 U.S. Broker-Dealer Marketplace Report). Commonwealth and the Company ranked No. 1 and No. 2, respectively, in the JD Power 2026 Independent Advisor Satisfaction survey.

(5) Gross profit is a non-GAAP financial measure. Please see a description of gross profit under the"Non-GAAP Financial Measures"section of this release for additional information. Below is a calculation of gross profit for the periods presented (in thousands):

Q3 2026Q2 2026Q3 2025
Total revenue$5,344,0305,186,623$4,551,977
Advisory and commission expense3,632,7323,507,1643,025,274
Brokerage, clearing and exchange expense49,13952,01843,282
Employee deferred compensation2639,1784,075
Gross profit$1,661,896$1,618,263$1,479,346

(6) Production-based payout is a financial measure calculated as advisory and commission expense plus (less) advisor deferred compensation. The payout rate is calculated by dividing the production-based payout by total advisory and commission revenue. Below is a reconciliation of the Company’s advisory and commission expense to the production-based payout and a calculation of the payout rate for the periods presented (in thousands, except payout rate):

Q3 2026Q2 2026Q3 2025
Advisory and commission expense$3,632,732$3,507,164$3,025,274
Plus (Less): Advisor deferred compensation(4,770)(128,203)(53,018)
Production-based payout$3,627,962$3,378,961$2,972,256
Advisory and commission revenue$4,123,684$3,864,478$3,397,954
Payout rate87.98%87.44%87.47%

(7) Below is a reconciliation of client cash revenue per Management's Statements of Operations to client cash revenue, a component of asset-based revenue, on the Company's condensed consolidated statements of income for the periods presented (in thousands):

Q3 2026Q2 2026Q3 2025
Client cash on Management's Statements of Operations$472,282$456,945$441,576
Interest income on CCA balances segregated under federal or other regulations(9)(10,811)(13,444)(13,386)
Client cash on Condensed Consolidated Statements of Income$461,471$443,501$428,190

(8) Consists of revenue from the Company's sponsorship programs with financial product manufacturers, omnibus processing and networking services but does not include fees from client cash programs.

(9) Below is a reconciliation of interest income, net per Management's Statements of Operations to interest income, net on the Company's condensed consolidated statements of income for the periods presented (in thousands):

Q3 2026Q2 2026Q3 2025
Interest income, net on Management's Statements of Operations$37,853$33,027$47,468
Interest income on CCA balances segregated under federal or other regulations(7)10,81113,44413,386
Interest income on deferred compensation(10)35565
Interest income, net on Condensed Consolidated Statements of Income$48,699$46,527$60,859

(10) Below is a reconciliation of other revenue per Management's Statements of Operations to other revenue on the Company's condensed consolidated statements of income for the periods presented (in thousands):

Q3 2026Q2 2026Q3 2025
Other revenue on Management's Statements of Operations$7,390$11,054$11,821
Interest income on deferred compensation(9)(35)(56)(5)
Deferred compensation5,033137,38157,093
Other revenue on Condensed Consolidated Statements of Income$12,388$148,379$68,909

(11) Core G&A is a non-GAAP financial measure. Please see a description of core G&A under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of the Company's total expense to core G&A for the periods presented (in thousands):

Q3 2026Q2 2026Q3 2025
Core G&A Reconciliation
Total expense$4,858,904$4,671,119$4,586,088
Advisory and commission(3,632,732)(3,507,164)(3,025,274)
Depreciation and amortization(117,287)(109,805)(99,722)
Interest expense on borrowings(105,834)(101,502)(106,295)
Brokerage, clearing and exchange(49,139)(52,018)(43,282)
Amortization of other intangibles(72,844)(70,886)(64,706)
Employee deferred compensation(263)(9,178)(4,075)
Total G&A880,805820,5661,242,734
Transition assistance loan amortization(12)(150,009)(142,335)(104,760)
Promotional (ongoing)(12)(13)(14)(87,943)(79,123)(97,103)
Acquisition costs(14)(83,149)(48,977)(538,177)
Employee share-based compensation(21,109)(22,701)(18,627)
Regulatory charges(6,390)(8,158)(6,744)
Core G&A$532,205$519,272$477,323

(12) 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 on Management's Statements of Operations and in the Core G&A reconciliation. Prior period disclosures have been updated to reflect these changes as applicable.

(13) Promotional (ongoing) includes $14.2 million, $13.5 million and $19.0 million for the three months ended September 30, 2026, June 30, 2026 and September 30, 2025, respectively, of support costs related to full-time employees that are classified within Compensation and benefits expense in the condensed consolidated statements of income and excludes costs that have been incurred as part of acquisitions that have been classified within acquisition costs.

(14) Acquisition costs include the costs to set up, onboard and integrate acquired entities and other costs that were incurred as a result of the acquisitions. The below table summarizes the primary components of acquisition costs for the periods presented (in thousands):

Q3 2026Q2 2026Q3 2025
Acquisition costs
Compensation and benefits(a)$31,891$20,231$257,607
Occupancy and equipment(a)11,7894,618197,567
Promotional(13)12,00912,01625,664
Professional services14,16710,9239,674
Change in fair value of contingent consideration(33)9,461(2,794)2,676
Other3,8323,98344,989
Acquisition costs$83,149$48,977$538,177

(a) During the three months ended September 30, 2025, 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.

(15) EBITDA and adjusted EBITDA are non-GAAP financial measures. Please see a description of EBITDA and adjusted EBITDA under the"Non-GAAP Financial Measures" section of this release for additional information. Below is a reconciliation of net income (loss) to EBITDA and adjusted EBITDA for the periods presented (in thousands):

Q3 2026Q2 2026Q3 2025
EBITDA and adjusted EBITDA Reconciliation
Net income (loss)$356,561$379,261$(29,517)
Interest expense on borrowings105,834101,502106,295
Provision for (benefit from) income taxes128,565136,243(4,594)
Depreciation and amortization117,287109,80599,722
Amortization of other intangibles72,84470,88664,706
EBITDA$781,091$797,697$236,612
Acquisition costs(14)83,14948,977538,177
Adjusted EBITDA$864,240$846,674$774,789

(16) Adjusted pre-tax income is a non-GAAP financial measure. Please see a description of adjusted pre-tax income under the "Non-GAAP Financial Measures" section of this release for additional information. Below is a reconciliation of income (loss) before provision for (benefit from) income taxes to adjusted pre-tax income for the periods presented (in thousands):

Q3 2026Q2 2026Q3 2025
Income (loss) before provision for (benefit from) income taxes$485,126$515,504$(34,111)
Amortization of other intangibles72,84470,88664,706
Acquisition costs(14)83,14948,977538,177
Adjusted pre-tax income$641,119$635,367$568,772
Adjusted pre-tax margin(a)38.6%39.3%38.4%

(a) Calculated by dividing adjusted pre-tax income by gross profit.

(17) Adjusted net income and adjusted EPS are non-GAAP financial measures. Please see a description of adjusted net income and adjusted EPS under the “Non-GAAP Financial Measures” section of this release for additional information. Below is a reconciliation of net income (loss) and earnings (loss) per diluted share to adjusted net income and adjusted EPS for the periods presented (in thousands, except per share data):

Q3 2026 · Q2 2026 · Q3 2025
Amount · Per Share · Amount · Per Share · Amount · Per Share
Net income (loss) / earnings (loss) per diluted share$356,561$4.52$379,261$4.74$(29,517)$(0.37)
Amortization of other intangibles72,8440.9270,8860.8964,7060.81
Acquisition costs(14)83,1491.0548,9770.61538,1776.70
Tax benefit(41,281)(0.52)(31,442)(0.39)(155,149)(1.93)
Adjusted net income / adjusted EPS$471,273$5.97$467,682$5.84$418,217$5.20
Diluted share count78,96880,03280,357
Note: Totals may not foot due to rounding.

(18) Consists of total 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.

(19) Assets on the Company's corporate RIA advisory platform are serviced by investment advisor representatives of LPL Financial. Assets on the Company's independent RIA advisory platform are serviced by investment advisor representatives of separate registered investment advisor firms rather than representatives of LPL Financial.

(20) Consists of advisory assets in LPL Financial’s Model Wealth Portfolios, Optimum Market Portfolios, Personal Wealth Portfolios and Guided Wealth Portfolios platforms.

(21) 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. The Company considers conversions from and to brokerage or advisory accounts as deposits and withdrawals, respectively.

(22) During the third quarter of 2026, the Company updated its definition of net brokerage to advisory conversions to include direct assets. Net brokerage to advisory conversions now consists of existing custodied and direct assets that converted from brokerage to advisory, less existing custodied assets that converted from advisory to brokerage. Prior period disclosures have been updated to reflect these changes as applicable.

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

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

(25) Client cash balances include CCA and exclude purchased money market funds. CCA balances include cash that clients have deposited with LPL Financial that is included in Client payables in the condensed consolidated statements of financial condition. The following table presents purchased money market funds for the periods presented (in billions):

Q3 2026Q2 2026Q3 2025
Purchased money market funds$50.0$49.2$48.2

(26) Calculated by dividing revenue for the period by the average balance during the period.

(27) EBITDA and Credit Agreement EBITDA are non-GAAP financial measures. Please see a description of EBITDA and Credit Agreement EBITDA under the“Non-GAAP Financial Measures”section of this release for additional information. Under the Credit Agreement, management calculates Credit Agreement EBITDA for a trailing twelve month period at the end of each fiscal quarter and in doing so may make further adjustments to prior quarters. Below are reconciliations of trailing twelve month net income to trailing twelve month EBITDA and Credit Agreement EBITDA for the periods presented (in thousands):

Q3 2026Q2 2026Q4 2025
EBITDA and Credit Agreement EBITDA Reconciliations
Net income$1,392,945$1,006,867$863,024
Interest expense on borrowings413,241413,702403,406
Provision for income taxes489,830356,671286,483
Depreciation and amortization437,968420,403393,434
Amortization of other intangibles293,208285,070236,578
EBITDA$3,027,192$2,482,713$2,182,925
Credit Agreement Adjustments:
Acquisition costs and other(14)(34)$309,764$766,866$777,299
Employee share-based compensation85,48783,00575,956
M&A accretion(35)345,681359,895462,597
Advisor share-based compensation3,3133,0603,055
Credit Agreement EBITDA$3,771,437$3,695,539$3,501,832

(28) Calculated based on the average advisor count from the current period and prior periods.

(29) Calculated based on the end of period total assets divided by end of period advisor count.

(30) Reflects retention of total assets, calculated by deducting quarterly annualized attrition from total assets, divided by the prior quarter total assets.

(31) Capital expenditures represent cash payments for property and equipment during the period.

(32) Acquisitions, net represent cash paid for acquisitions, net of cash acquired during the period.

(33) Represents a fair value adjustment to our contingent consideration liabilities that is reflected in other expense in the condensed consolidated statements of income.

(34) Acquisition costs and other primarily include costs related to acquisitions and costs incurred related to the integration of the strategic relationship with Prudential Advisors.

(35) 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.

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