17 unchanged sentences
LPL Financial Holdings Inc.
+Added: San Diego, California
Opinion on Internal Control over Financial Reporting
2 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 23, 2023 , expressed an unqualified opinion on those financial statements.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 21, 2024, expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
17 unchanged sentences
February 21, 2024
−Removed: T a b l e o f C o n t e n t s
Other Information
+Added: During the three months ended December 31, 2023, certain of our officers (as defined in Rule 16a-1(f) under the Exchange Act) entered into contracts , instructions or written plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions specified in Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 trading arrangements”).
+Added: The table below sets forth certain information regarding such Rule 10b5-1 trading arrangements:
+Added: Officer Date of Plan Adoption Commencement of Trading Period Termination of Trading Period (1)
+Added: Maximum Number of Securities to be Purchased or Sold Pursuant to the Rule 10b5-1 Trading Arrangements Purchase or Sale
+Added: Dan Arnold , President and Chief Executive Officer
+Added: November 20, 2023 February 20, 2024 June 7, 2024 88,800 Sale
+Added: Matthew Enyedi , Managing Director, Client Success
+Added: November 20, 2023 February 20, 2024 May 20, 2024 3,781 Sale
+Added: Kabir Sethi , Managing Director, Chief Product Officer
+Added: November 20, 2023 February 26, 2024 March 1, 2024 1,492 Sale
+Added: Matthew Audette , Chief Financial Officer and Head of Business Operations
+Added: November 2, 2023 February 5, 2024 April 15, 2024 39,006 Sale
+Added: (1) Represents the outside termination date pursuant to terms of each applicable plan .
+Added: The agreement governing the applicable plan may terminate earlier pursuant to its terms in certain circumstances outside of the control of the applicable officer, including if all trades under the plan are completed prior to the termination of the trading period.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
15 unchanged sentences
3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of LPL Financial Holdings Inc., dated May 8, 2014 (incorporated by reference to the Form 8-K filed on May 9, 2014, File No.
−Removed: 3.4 Sixth Amended and Restated Bylaws of LPL Financial Holdings Inc.
+Added: 3.4 S eventh Amended and Restated Bylaws of LPL Financial Holdings Inc.
(incorporated by reference to the Form 8-K filed on February 20 , 202 4 , File No.
4.1 Indenture, dated as of November 12, 2019, among LPL Holdings, U.S.
−Removed: Bank National Association, as trustee, and certain subsidiaries of LPL Holdings, as guarantors (incorporated by reference to the Form 8-K filed on November 12, 2019, File No.
−Removed: 4.2 Indenture, dated as of March 15, 2021, among LPL Holdings, U.S.
−Removed: Bank National Association, as trustee, and certain subsidiaries of LPL Holdings, as guarantors (incorporated by reference to the Form 8-K filed on March 15, 2021, File No.
+Added: Bank Trust Company National Association, as trustee, and certain subsidiaries of LPL Holdings, as guarantors (incorporated by reference to the Form 8-K filed on November 12, 2019, File No.
+Added: 4.2 Indenture, dated as of March 15, 2021, among LPL Holdings, U.
+Added: Bank T rust Company Nati onal Association, as trustee, and certain subsidiaries of LPL Holdings, as guarantors (incorporated by reference to the Form 8-K filed on March 15, 2021, File No.
4.3 Indenture, dated as of May 18, 2021, among LPL Holdings, U.S.
Bank National Association, as trustee, and certain subsidiaries of LPL Holdings, as guarantors (incorporated by reference to the Form 8-K filed on May 18, 2021, File No.
+Added: Indenture, dated as of November 17, 2023, among LPL Holdings, U.S.
+Added: Bank Trust Company, National Association, as trustee, and certain subsidiaries of LPL Holdings, as guarantors (incorporated by reference to the Form 8-K filed on November 17, 2023, File No.
+Added: First Supplemental Indenture, dated as of November 17, 2023, among LPL Holdings, U.S.
+Added: Bank Trust Company, National Association, as trustee, and certain subsidiaries of LPL Holdings, as guarantors (incorporated by reference to the Form 8-K filed on November 17, 2023, File No.
Description of Registrant’s Securities.*
4 unchanged sentences
2 to the Registration Statement on Form S-1 filed on July 9, 2010, File No.
−Removed: T a b l e o f C o n t e n t s
−Removed: Description of Exhibit
10.3 Form of Senior Management Stock Option Award granted under the LPL Investment Holdings Inc.
16 unchanged sentences
2021 Employee Stock Purchase Plan (incorporated by reference to the Form 8-K filed on May 5, 2021, File No.
+Added: Description of Exhibit
10.12 Form of Employee Restricted Stock Unit Award granted under the LPL Financial Holdings Inc.
1 unchanged sentence
10.13 Form of Employee Restricted Stock Unit Award granted under the LPL Financial Holdings Inc.
−Removed: 2021 Omnibus Equity Incentive Plan, as amended February 6, 2023.*
+Added: 2021 Omnibus Equity Incentive Plan, as amended February 6, 2023 (incorporated b y ref ere nce to the F orm 10-K filed on February 23, 2023, Fil e No.
10.14 Form of Employee Performance Stock Unit Award granted under the LPL Financial Holdings Inc.
2021 Omnibus Equity Incentive Plan (incorporated by reference to the Form 10-Q filed on August 3, 2021, File No.
+Added: 10.15 Form of Employee Performance Stock Unit Award granted under the LPL Financial Holdings Inc.
+Added: 2021 Omnibus Equity Incentive Plan, as amended February 9, 2024.*
10.16 LPL Financial Holdings Inc.
12 unchanged sentences
and Goldman Sachs Bank USA, as Swingline Lenders (incorporated by reference to the Form 8-K filed on September 21, 2017, File No.
−Removed: T a b l e o f C o n t e n t s
−Removed: Description of Exhibit
10.22 Third Amendment, dated as of April 25, 2019, among LPL Financial Holdings Inc., LPL Holdings Inc., certain subsidiaries of the Company, as Guarantors, the incremental lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., JPMorgan Chase Bank, N.A.
4 unchanged sentences
and Goldman Sachs Bank USA, as Swingline Lenders (incorporated by reference to the Form 8-K filed on November 12, 2019, File No.
+Added: Description of Exhibit
Fifth Amendment, dated March 15, 2021, among LPL Financial Holdings Inc., LPL Holdings, Inc., certain subsidiaries of the Company, as Subsidiary Guarantors (as defined therein), the Incremental Revolving Lenders (as defined therein), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, letter of credit issuer and swingline lender, and the lenders and parties party thereto from time to time (incorporated by reference to the Form 8-K filed on March 15, 2021, File No.
+Added: Sixth Amendment, dated March 1 3 , 202 3 , among LPL Financial Holdings Inc., LPL Holdings, Inc., certain subsidiaries of the Company, as Subsidiary Guarantors (as defined therein), the Incremental Revolving Lenders (as defined therein), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, letter of credit issuer and swingline lender, and the lenders and parties party thereto from time to time (incorporated by reference to the Form 10 - Q filed on Ma y 2 , 202 3 , File No.
+Added: Seventh Amendment, dated July 18 , 202 3 , among LPL Financial Holdings Inc., LPL Holdings, Inc., certain subsidiaries of the Company, as Subsidiary Guarantors (as defined therein), the Incremental Revolving Lenders (as defined therein), JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, letter of credit issuer and swingline lender, and the lenders and parties party thereto from time to time (incorporated by reference to the Form 10 - Q filed on October 31 , 202 3 , File No.
BETA Services First Amended and Restated Master Subscription Agreement, dated as of January 29, 2021, between LPL Financial LLC and Refinitiv US LLC (incorporated by reference to the Form 10-Q filed on May 4, 2021, File No.
21.1 List of Subsidiaries of LPL Financial Holdings Inc.*
+Added: List of subsidiary guarantors and issuers of guaranteed se curities.*
23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm.*
5 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
+Added: 97 L PL Financial Holdings Inc.
+Added: Clawback Policy.*
101.SCH Inline XBRL Taxonomy Extension Schema*
10 unchanged sentences
Form 10-K Summary
−Removed: T a b l e o f C o n t e n t s
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
2 unchanged sentences
February 21, 2024
−Removed: T a b l e o f C o n t e n t s
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
3 unchanged sentences
/s/ Matthew J.
−Removed: Audette Chief Financial Officer (Principal Financial Officer) February 23, 2023
−Removed: Simonich Chief Accounting Officer (Principal Accounting Officer) February 23, 2023
+Added: Audette Chief Financial Officer and Head of Business Operations (Principal Financial Officer)
+Added: (Principal Accounting Officer)
+Added: February 21, 2024
/s/ Edward C.
14 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.