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Item 9A. Controls and Procedures

2025-02-20 compared with 2024-02-21 · 49 added, 25 removed, 170 unchanged (30% of the section changed)

4 unchanged sentences

Change in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fourth quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the integration of Atria discussed below, there were no changes in our internal control over financial reporting that occurred during the fourth quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

6 unchanged sentences

Based on this assessment, management has determined that our internal control over financial reporting as of December 31, 2024 was effective.

On October 1, 2024, we completed the acquisition of Atria Wealth Solutions, Inc.

(“Atria”), a wealth management solutions holding company headquartered in New York.

See Note 4 – Acquisitions , within the notes to the consolidated financial statements for additional information.

Based on the recent completion of this acquisition and, pursuant to the Securities and Exchange Commission’s guidance that a recently acquired business may be omitted from the scope of an assessment of Internal Controls Over Financial Reporting (“ICFR”) for a period not to exceed one year from the date of acquisition, the scope of our assessment of the effectiveness of ICFR as of the balance sheet date does not include Atria.

Total assets and total revenues of the acquired entity that were excluded from our assessment of ICFR constitute approximately 8.2% and 1.6% of the consolidated total assets and total revenues, respectively, as of and for the year ended December 31, 2024.

The Company expects to transition Atria’s underlying operations to the Company’s platform and existing control environment in 2025.

Deloitte & Touche LLP, our independent registered public accounting firm, has issued an audit report appearing on the following page on the effectiveness of our internal control over financial reporting as of December 31, 2024.

8 unchanged sentences

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, 2024, of the Company and our report dated February 20, 2025, expressed an unqualified opinion on those consolidated financial statements.

As described in management’s annual report on internal control over financial reporting, management excluded from its assessment the internal control over financial reporting at Atria Wealth Solutions, Inc.

(“Atria”), which was acquired on October 1, 2024, and whose financial statements constitute approximately 8.2% and 1.6% of the consolidated total assets and total revenues, respectively, of the consolidated financial statement amounts as of and for the year ended December 31, 2024.

Accordingly, our audit did not include the internal control over financial reporting at Atria.

Basis for Opinion

22 unchanged sentences

Maximum Number of Securities to be Purchased or Sold Pursuant to the Rule 10b5-1 Trading Arrangements Purchase or Sale

Dan Arnold , President and Chief Executive Officer

November 20, 2023 February 20, 2024 June 7, 2024 88,800 Sale

Matthew Audette , President and Chief Financial Officer

November 6, 2024 February 5, 2025 July 17, 2025 38,103 Sale

Matthew Enyedi , Managing Director, Client Success

November 11, 2024 February 10, 2025 December 31, 2025 5,154 Sale

Richard Steinmeier , Chief Executive Officer

November 19, 2024 February 18, 2025 May 16, 2025 3,500 Sale

Kabir Sethi , Managing Director, Chief Product Officer

November 20, 2023 February 26, 2024 March 1, 2024 1,492 Sale

Matthew Audette , Chief Financial Officer and Head of Business Operations

November 2, 2023 February 5, 2024 April 15, 2024 39,006 Sale

Aneri Jambusaria , Managing Director, Wealth Management

December 11, 2024 March 14, 2025 February 27, 2026 640 Sale

(1) Represents the outside termination date pursuant to terms of each applicable plan .

17 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.

3.4 S eventh Amended and Restated Bylaws of LPL Financial Holdings Inc.

3.4 Seventh Amended and Restated Bylaws of LPL Financial Holdings Inc.

(incorporated by reference to the Form 8-K filed on February 20, 2024, File No.

1 unchanged sentence

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.

4.2 Indenture, dated as of March 15, 2021, among LPL Holdings, U.

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.

4.2 Indenture, dated as of March 15, 2021, among LPL Holdings, U.S.

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 March 15, 2021, File No.

4.3 Indenture, dated as of May 18, 2021, among LPL Holdings, U.S.

4 unchanged sentences

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.

Second Supplemental Indenture, dated as of May 20, 2024, among LPL Holdings, U.S.

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 May 20, 2024, File No.

Third Supplemental Indenture, dated as of May 20, 2024, among LPL Holdings, U.S.

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 May 20, 2024, File No.

Description of Registrant’s Securities.*

18 unchanged sentences

Amended and Restated 2010 Omnibus Equity Incentive Plan (incorporated by reference to the Form 10-K filed on February 24, 2017, File No.

Description of Exhibit

10.10 LPL Financial Holdings Inc.

2 unchanged sentences

2021 Employee Stock Purchase Plan (incorporated by reference to the Form 8-K filed on May 5, 2021, File No.

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.

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.

2021 Omnibus Equity Incentive Plan, as amended February 6, 2023 (incorporated by reference to the Form 10-K filed on February 23, 2023, File No.

10.14 Form of Employee Performance Stock Unit Award granted under the LPL Financial Holdings Inc.

2 unchanged sentences

2021 Omnibus Equity Incentive Plan, as amended February 9, 2024.*

10.16 LPL Financial Holdings Inc.

Non-Employee Director Deferred Compensation Plan, as amended May 5, 2021 (incorporated by reference to the Form 10-K filed on February 22, 2022, File No.

10.16 LPL Financ ial Holdings Inc.

Non-Employee Director Deferred Compensation Plan, as amended May 9 , 202 4 (incorporated by reference to the Form 10- Q filed on July 30 , 202 4 , File No.

10.17 LPL Financial Holdings Inc.

Non-Employee Director Compensation Policy, as amended May 18, 2022 (incorporated by reference to the Form 10-Q filed on August 4, 2022, File No.

Non-Employee Director Compensation Policy, as amended May 9 , 202 4 (incorporated by reference to the Form 10-Q filed on July 30 , 202 4 , File No.

10.18 LPL Financial LLC Executive Severance Plan, amended and restated as of February 23, 2017 (incorporated by reference to the Form 10-K filed on February 24, 2017, File No.

8 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.

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.

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.

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.

Sixth Amendment, dated March 13, 2023, 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 May 2, 2023, File No.

Seventh Amendment, dated July 18, 2023, 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, 2023, File No.

Eighth Amendment, dated May 20, 2024, 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 May 20, 2024, File No.

Ninth Amendment, dated December 5, 2024, among LPL Financial Holdings Inc., LPL Holdings, Inc., 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 December 5, 2024, 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.

Separation Agreement and General Release, dated December 8, 2024, between Dan H.

Arnold and LPL Financial Holdings Inc.*

L PL F inancial Holdings Inc.

Insider Trading Policy*

21.1 List of Subsidiaries of LPL Financial Holdings Inc.*

List of subsidiary guarantors and issuers of guaranteed se curities.*

List of subsidiary guarantors and issuers of guaranteed securities.*

23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm.*

3 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Description of Exhibit

32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

97 L PL Financial Holdings Inc.

Clawback Policy.*

97 LPL Financial Holdings Inc.

Clawback Policy (incorporated by reference to the Form 10-K filed on February 21, 2024, File No.

101.SCH Inline XBRL Taxonomy Extension Schema*

12 unchanged sentences

LPL Financial Holdings Inc.

President and Chief Executive Officer

/s/ Richard Steinmeier

Richard Steinmeier

Chief Executive Officer

February 20, 2025

1 unchanged sentence

Signature Title Date

Arnold President, Chief Executive Officer, and Director

(Principal Executive Officer) February 21, 2024

/s/ Richard Steinmeier

Richard Steinmeier

Chief Executive Officer

(Principal Executive Officer)

February 20, 2025

/s/ Matthew J.

Audette Chief Financial Officer and Head of Business Operations (Principal Financial Officer)

(Principal Accounting Officer)

Audette President and Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)

February 20, 2025

15 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.

What changed 10-K

Item 9A. Controls and Procedures