4 unchanged sentences
Change in Internal Control over Financial Reporting
−Removed: 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.
+Added: Other than the integration of Commonwealth discussed below, there were no changes in our internal control over financial reporting that occurred during the fourth quarter ended December 31, 2025, 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
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Based on this assessment, management has determined that our internal control over financial reporting as of December 31, 2025 was effective.
−Removed: On October 1, 2024, we completed the acquisition of Atria Wealth Solutions, Inc.
−Removed: (“Atria”), a wealth management solutions holding company headquartered in New York.
+Added: On August 1, 2025, we completed the acquisition of Commonwealth, a privately-held independent wealth management firm headquartered in Massachusetts.
See Note 4 – Acquisitions , within the notes to the consolidated financial statements for additional information.
−Removed: 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.
+Added: 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 Commonwealth.
Total assets and total revenues of the acquired entity that were excluded from our assessment of ICFR constitute approximately 14% and 7% of the consolidated total assets and total revenues, respectively, as of and for the year ended December 31, 2025.
−Removed: The Company expects to transition Atria’s underlying operations to the Company’s platform and existing control environment in 2025.
+Added: The Company expects to transition Commonwealth’s underlying operations to the Company’s platform and existing control environment in 2026.
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, 2025.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the stockholders and the Board of Directors of
−Removed: LPL Financial Holdings Inc.
−Removed: San Diego, California
+Added: To the stockholders and the Board of Directors of LPL Financial Holdings Inc.
Opinion on Internal Control over Financial Reporting
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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, 2025, of the Company and our report dated February 23, 2026, expressed an unqualified opinion on those consolidated financial statements.
−Removed: 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.
−Removed: (“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.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at Atria.
+Added: 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 Commonwealth Financial Network (“Commonwealth”), which was acquired on August 1, 2025, and whose financial statements constitute approximately 14% and 7% of the consolidated total assets and total revenues, respectively, of the consolidated financial statement amounts as of and for the year ended December 31, 2025.
+Added: Accordingly, our audit did not include the internal control over financial reporting at Commonwealth.
Basis for Opinion
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Maximum Number of Securities to be Purchased or Sold Pursuant to the Rule 10b5-1 Trading Arrangements Purchase or Sale
−Removed: Matthew Audette , President and Chief Financial Officer
−Removed: November 6, 2024 February 5, 2025 July 17, 2025 38,103 Sale
−Removed: Matthew Enyedi , Managing Director, Client Success
−Removed: November 11, 2024 February 10, 2025 December 31, 2025 5,154 Sale
−Removed: Richard Steinmeier , Chief Executive Officer
−Removed: November 19, 2024 February 18, 2025 May 16, 2025 3,500 Sale
−Removed: Aneri Jambusaria , Managing Director, Wealth Management
−Removed: December 11, 2024 March 14, 2025 February 27, 2026 640 Sale
+Added: Aneri Jambusaria , Group Managing Director, Chief Wealth Officer
+Added: November 3, 2025 March 2, 2026 January 22, 2027 2,170 Sale
+Added: Matthew Enyedi , Group Managing Director, Chief Client Officer
+Added: November 24, 2025 February 26, 2026 August 26, 2026 4,864 Sale
(1) Represents the outside termination date pursuant to terms of each applicable plan .
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with and into LPL Investment Holdings Inc., dated June 14, 2012 (incorporated by reference to the Form 8-K filed on June 19, 2012, File No.
+Added: Description of Exhibit
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.
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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.
+Added: Fourth Supplemental Indenture, dated February 26, 2025, among LPL Holdings, Inc., LPL Financial Holdings Inc., as the Guarantor, and U.S.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference to the Form 8-K filed on February 26, 2025, File No.
+Added: Fifth Supplemental Indenture, dated February 26, 2025, among LPL Holdings, Inc., LPL Financial Holdings Inc., as the Guarantor, and U.S.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference to the Form 8-K filed on February 26, 2025, File No.
+Added: Sixth Supplemental Indenture, dated April 3, 2025, among LPL Holdings, Inc., LPL Financial Holdings Inc., as the Guarantor, and U.S.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference to the Form 8-K filed on April 3 , 2025, File No.
+Added: Seventh Supplemental Indenture, dated April 3, 2025, among LPL Holdings, Inc., LPL Financial Holdings Inc., as the Guarantor, and U.S.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference to the Form 8-K filed on April 3 , 2025, File No.
+Added: Eighth Supplemental Indenture, dated April 3, 2025, among LPL Holdings, Inc., LPL Financial Holdings Inc., as the Guarantor, and U.S.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference to the Form 8-K filed on April 3 , 2025, File No.
Description of Registrant’s Securities.*
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2010 Omnibus Equity Incentive Plan (incorporated by reference to the Form 8-K filed on May 15, 2015, File No.
+Added: Description of Exhibit
10.7 Form of Employee Stock Option Award granted under the LPL Financial Holdings Inc.
4 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.
−Removed: Description of Exhibit
10.10 LPL Financial Holdings Inc.
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10.15 Form of Employee Performance Stock Unit Award granted under the LPL Financial Holdings Inc.
−Removed: 2021 Omnibus Equity Incentive Plan, as amended February 9, 2024.*
−Removed: 10.16 LPL Financ ial Holdings Inc.
+Added: 2021 Omnibus Equity Incentive Plan, as amended February 9, 2024 (incorporated by reference to the Form 10-K filed on February 2 0 , 202 5 , File No.
+Added: Form of Employee Performance Stock Unit Award granted under the LPL Financial Holdings Inc.
+Added: 2021 Omnibus Equity Incentive Plan, as amended February 10, 2025 (incorporated by reference to the Form 10-Q filed on May 9, 2025, File No.
+Added: Description of Exhibit
+Added: LPL Financial Holdings Inc.
Non-Employee Director Deferred Compensation Plan, as amended May 9, 2024 (incorporated by reference to the Form 10-Q filed on July 30, 2024, File No.
LPL Financial Holdings Inc.
−Removed: 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.
−Removed: 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.
+Added: Non-Employee Director Compensation Policy, as amended May 22 , 202 5 (incorporated by reference to the Form 10-Q filed on August 4 , 202 5 , File No.
+Added: LPL Financial LLC Executive Severance Plan, amended and resta te d as of May 9 , 20 25 (incorporated by reference to the Form 10- Q filed on August 4, 20 25 , File No.
Fourth Amendment Agreement, dated as of March 10, 2017, among LPL Financial Holdings Inc., LPL Holdings, Inc., certain subsidiaries of the Company, as Guarantors, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., JPMorgan Chase bank, N.A.
7 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: Description of Exhibit
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.
8 unchanged sentences
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.
+Added: Description of Exhibit
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.
+Added: Tenth Amendment, dated November 21, 2025, 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.*
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.
−Removed: Separation Agreement and General Release, dated December 8, 2024, between Dan H.
−Removed: Arnold and LPL Financial Holdings Inc.*
−Removed: L PL F inancial Holdings Inc.
−Removed: Insider Trading Policy*
+Added: Consulting Agreement, dated July 2, 2025, between Althea Brown and LPL Financial LLC (incorporated by reference to the Form 8-K filed on July 3, 2025, File No.
+Added: LPL Financial Holdings Inc.
+Added: Insider Trading Policy (incorporated by reference to the Form 10-K filed on February 20, 2025, File No.
21.1 List of Subsidiaries of LPL Financial Holdings Inc.*
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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
−Removed: Description of Exhibit
32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C.
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February 23, 2026
−Removed: /s/ Matthew J.
−Removed: Audette President and Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)
+Added: /s/ Matthew Audette
+Added: Matthew Audette
+Added: President and Chief Financial Officer (Principal Financial Officer)
February 23, 2026
+Added: /s/ Katharine Reeping
+Added: Katharine Reeping Chief Accounting Officer (Principal Accounting Officer)
+Added: February 23, 2026
/s/ Edward C.
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Director February 23, 2026
+Added: /s/ Somesh Khanna
+Added: Somesh Khanna
+Added: Director February 23, 2026
/s/ Albert J.
8 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.