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    SEC Form 8-K filed by LPL Financial Holdings Inc.

    7/3/25 4:05:18 PM ET
    $LPLA
    Investment Bankers/Brokers/Service
    Finance
    Get the next $LPLA alert in real time by email
    8-K
    false 0001397911 0001397911 2025-07-02 2025-07-02
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, DC 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 OR 15(d)

    of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): July 2, 2025

     

     

    LPL Financial Holdings Inc.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   001-34963   20-3717839
    (State or other jurisdictions
    of incorporation)
      (Commission
    File Number)
      (I.R.S. Employer
    Identification No.)

     

    4707 Executive Drive, San Diego, California   92121
    (Address of principal executive offices)   (Zip Code)

    Registrant’s telephone number, including area code:

    (800) 877-7210

    N/A

    (Former name or former address, if changed since last report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading
    Symbol(s)

     

    Name of each exchange
    on which registered

    Common Stock - par value $0.001 per share   LPLA   The Nasdaq Global Select Market

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     
     


    Item 5.02

    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

    As previously disclosed, on May 3, 2025, Althea Brown submitted her resignation as the Chief Legal Officer and Corporate Secretary of LPL Financial Holdings Inc. (the “Company”).

    On July 2, 2025, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Ms. Brown pursuant to which she agreed to provide certain consulting services to the Company, including supporting the transition of her responsibilities as the Company’s chief legal officer to her interim successor, until September 20, 2025 (the “Term”). Under the terms of the Consulting Agreement, Ms. Brown’s obligation to repay approximately $270,000 related to her sign-on bonus and reimbursed relocation expenses pursuant to her offer letter from the Company will be waived. In addition, as a result of Ms. Brown’s continuing service relationship with the Company under the terms of the Consulting Agreement, her previously issued and outstanding restricted stock units will continue to vest according to their terms for the duration of the Term. The Consulting Agreement also contains a general release of claims by Ms. Brown with respect to claims against the Company.

    A copy of the Consulting Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference herein.

     

    Item 9.01.

    Financial Statements and Exhibits.

    (d) Exhibits

     

    Exhibit
    Number

      

    Description

    10.1    Consulting Agreement, dated July 2, 2025, between Althea Brown and LPL Financial LLC
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

     


    SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    LPL FINANCIAL HOLDINGS INC.
    By:  

    /s/ Robert S. Hatfield III

      Name:   Robert S. Hatfield III
      Title:   Secretary

    Dated: July 3, 2025

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