• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Dashboard
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlerts
    Company
    AboutQuantisnow PlusContactJobs
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form S-3 filed by LPL Financial Holdings Inc.

    3/3/25 4:33:53 PM ET
    $LPLA
    Investment Bankers/Brokers/Service
    Finance
    Get the next $LPLA alert in real time by email
    S-3 1 d887546ds3.htm S-3 S-3
    Table of Contents

    As filed with the Securities and Exchange Commission on March 3, 2025

    Registration No.     

     

     

     

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    Form S-3

    REGISTRATION STATEMENT

    UNDER

    THE SECURITIES ACT OF 1933

     

     

    LPL Financial Holdings Inc.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   20-3717839

    (State or other jurisdiction of

    incorporation or organization)

     

    (I.R.S. Employer

    Identification Number)

     

     

     

    LPL Holdings, Inc.

    (Exact name of registrant as specified in its charter)

     

     

     

    Massachusetts   04-3046611
    (State or other jurisdiction of
    incorporation or organization)
      (I.R.S. Employer
    Identification Number)

    4707 Executive Drive

    San Diego, CA 92121

    (800) 877-7210

    (Address, including zip code, and telephone number, including area code of principal executive offices)

     

     

    Althea Brown

    LPL Financial Holdings Inc.

    4707 Executive Drive, San Diego, CA 92121

    (800) 877-7210

    (Name, address, including zip code, and telephone number, including area code, of agent for service)

     

     

    Please send copies of all communications to:

    Marko S. Zatylny

    Thomas Fraser

    Ropes & Gray LLP

    Prudential Tower

    800 Boylston Street

    Boston, MA 02199

    Telephone (617) 951-7000

    Fax (617) 951-7050

     

     

    Approximate date of commencement of proposed sale to the public: From time to time after the effectiveness of the Registration Statement.

    If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

    If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

    If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

    If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

    If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

    If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

     

    Large accelerated filer   ☒    Accelerated filer   ☐
    Non-accelerated filer   ☐    Smaller reporting company   ☐
         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 7(a)(2)(B) of the Securities Act ☐

     

     

    The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

     

     

     


    Table of Contents

    The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

     

    Subject to completion, dated March 3, 2025

    PROSPECTUS

     

    $4,000,000,000

     

     

    LOGO

    Common Stock

    Debt Securities

    Guarantees

     

     

    LPL Financial Holdings Inc. may offer and sell shares of our common stock from time to time in amounts, at prices and on terms that will be determined at the time of any such offering.

    LPL Holdings, Inc. may, from time to time, offer to sell non-convertible debt securities consisting of senior or subordinated notes and debentures and/or other evidences of indebtedness in one or more series, and which will be fully and unconditionally guaranteed by LPL Financial Holdings Inc.

    This prospectus describes the general manner in which these securities may be offered using this prospectus. Each time we sell these securities, the specific terms will be determined at the time of the offering and will be included in a supplement to this prospectus. We may sell these securities directly to our stockholders or to purchasers or through agents on our behalf or through underwriters or dealers as designated from time to time. If any agents or underwriters are involved in the sale of these securities, the applicable prospectus supplement will provide the names of the agents or underwriters and any applicable fees, commissions or discounts.

    This prospectus may not be used to consummate a sale of securities unless accompanied by the applicable prospectus supplement. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information” before you make your investment decision.

    LPL Financial Holdings Inc. common stock is listed on the Nasdaq Global Select Market under the symbol “LPLA.” On February 28, 2025, the last sale price of our common stock as reported on the Nasdaq Global Select Market was $371.74 per share.

     

     

    Investing in our securities involves risks. See “Risk Factors” on page 1.

    Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

     

     

    Prospectus dated March 3, 2025

     


    Table of Contents

    TABLE OF CONTENTS

     

         Page  

    About this Prospectus

         1  

    Risk Factors

         1  

    Supplemental Guarantor Financial Information

         1  

    Forward-Looking Statements

         2  

    Use of Proceeds

         4  

    Description of the Debt Securities and Guarantees

         4  

    Description of Common Stock

         4  

    Plan of Distribution

         7  

    Where You Can Find More Information

         9  

    Incorporation of Certain Documents by Reference

         9  

    Legal Matters

         9  

    Experts

         10  

    We have not authorized anyone to provide any information or to make any representations other than those contained in or incorporated by reference into this prospectus, any accompanying prospectus supplement or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus and any accompanying prospectus supplement are an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus and any accompanying prospectus supplement is current only as of the date of the applicable document.

     

    i


    Table of Contents

    ABOUT THIS PROSPECTUS

    When we use the terms “we”, “us”, “our”, and the “Company,” we mean LPL Financial Holdings Inc., a Delaware corporation, and its consolidated subsidiaries, taken as a whole, unless the context otherwise indicates. When we use the term “LPL Holdings, Inc.” we mean LPL Holdings, Inc., a Massachusetts corporation, unless the context indicates otherwise.

    This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission (“SEC”) using a “shelf” registration process. Under this shelf registration process, we may from time to time sell different types of securities described in this prospectus in one or more offerings up to a total dollar amount of $4,000,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities under this shelf registration, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. If the information in this prospectus is inconsistent with a prospectus supplement, you should rely on the prospectus supplement. You should read both this prospectus and any prospectus supplement, including all documents incorporated herein or therein by reference, together with additional information described under “Where You Can Find More Information.”

    RISK FACTORS

    Investing in our securities involves a high degree of risk. See “Item 1A—Risk Factors” in our most recent Annual Report on Form 10-K incorporated by reference in this prospectus and in any subsequent Quarterly Report on Form 10-Q or subsequent filings with the SEC and the “Risk Factors” section in the applicable prospectus supplement for a discussion of the factors you should carefully consider before deciding to purchase our securities.

    SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

    LPL Holdings, Inc. may issue debt securities using this prospectus. LPL Holdings, Inc. is a direct subsidiary of the Company and an intermediate holding company of the Company’s business. The debt securities issued by LPL Holdings, Inc. will rank equally in right of payment with all of LPL Holdings, Inc.’s (i) other unsecured and unsubordinated indebtedness, in the case of senior debt securities, and (ii) unsecured and subordinated indebtedness, in the case of LPL Holdings, Inc.’s subordinated debt securities. Such obligations will be effectively subordinated to LPL Holdings, Inc.’s future secured obligations to the extent of the value of the collateral securing such obligations. Such obligations will be structurally subordinated to all of the existing and future liabilities of the existing and future subsidiaries of LPL Holdings, Inc.

    The debt securities of LPL Holdings, Inc. issued hereunder will be fully and unconditionally guaranteed by LPL Financial Holdings Inc. The obligations of LPL Financial Holdings Inc. as guarantor of such debt securities will be senior unsecured obligations of the Company and will rank pari passu in right of payment with all of existing and future senior unsecured obligations that are not expressly subordinated to LPL Financial Holdings Inc.’s guarantee of the debt securities of LPL Holdings, Inc. and will be effectively subordinated to the Company’s future secured obligations to the extent of the value of the collateral securing such obligations. Such obligations will be structurally subordinated to all of the existing and future liabilities of the Company’s existing and future subsidiaries.

    Pursuant to Rule 13-01 of Regulation S-X under the Securities Act of 1933, as amended, the following tables present unaudited summary financial information of LPL Financial Holdings Inc., as guarantor, excluding its consolidated subsidiaries, and LPL Holdings, Inc., as the issuer, excluding its consolidated subsidiaries on a combined basis. Balances and transactions between LPL Holdings, Inc. and the Company have been eliminated. Financial information for non-guarantor subsidiaries has been excluded. Intercompany balances and transactions between the Company, LPL Holdings, Inc. and the non-guarantor subsidiaries are presented on separate lines.

     

    1


    Table of Contents

    Summarized Guarantor Financial Information

     

         LPL Holdings, Inc. & LPL Financial
    Holdings Inc.
     
    Combined Summarized Statements of Income
    (in thousands)
       Year Ended
    December 31, 2024
     

    Revenues(1)

       $ 107,153  

    Revenues from non-guarantor subsidiaries

         16,246  

    Advisory and commission expense(1)

         103,333  

    Interest expense on borrowings

         270,278  

    Expenses from non-guarantor subsidiaries

         22,800  

    Loss before provision for income taxes

         (354,528 ) 

    Net loss

         (269,956 ) 

     

    (1)

    Revenues primarily include unrealized gains and losses on assets held in the non-qualified deferred compensation plan offered to advisors and employees, while advisory and commission expense includes the deferred advisory and commission fee expense associated with mark-to-market gains or losses on the non-qualified deferred compensation plan offered to advisors.

     

         LPL Holdings, Inc. & LPL Financial
    Holdings Inc.
     
    Combined Summarized Statements of Financial
    Condition (in thousands)
       December 31, 2024  

    Cash and equivalents

       $ 39,782  

    Other receivables, net

         15,032  

    Property and equipment, net

         161,845  

    Goodwill

         1,251,908  

    Other intangibles, net

         67,486  

    Receivables from non-guarantor subsidiaries

         148,855  

    Other assets

         1,333,061  

    Corporate debt and other borrowings, net

         5,494,724  

    Accounts payable and accrued liabilities

         66,818  

    Payables to non-guarantor subsidiaries

         101,400  

    Other liabilities

         1,247,792  

    FORWARD-LOOKING STATEMENTS

    Statements in this prospectus, any prospectus supplement and the documents incorporated by reference herein and therein regarding the Company’s future financial and operating results, outlook, growth, plans, business strategies, liquidity, future indebtedness, future share repurchases and dividends, including statements regarding future resolution of regulatory matters, legal proceedings and related costs; future revenue and expense; future affiliation models and capabilities; the expected conversion, transition and onboarding of advisors, institutions and assets in connection with our acquisition and recruitment activity; market and macroeconomic trends, including the effects of inflation and the interest rate environment; and projected savings and anticipated improvements to the Company’s operating model, services and technologies as a result of its investments, initiatives, programs and acquisitions, as well as any other statements that are not related to present facts or current conditions or that are not purely historical, constitute forward-looking statements. These forward-looking statements are based on the Company’s historical performance and its plans, estimates, and expectations. The words “anticipates,” “believes,” “expects,” “may,” “plans,” “predicts,” “will” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are not guarantees that expectations or objectives expressed or implied by the Company will be achieved. The achievement of such expectations and objectives involves risks and uncertainties that may cause actual results, levels of activity or the timing of events to differ materially from

     

    2


    Table of Contents

    those expressed or implied by forward-looking statements. Important factors that could cause or contribute to such differences include:

     

      •  

    changes in general economic and financial market conditions, including retail investor sentiment;

     

      •  

    changes in interest rates and fees payable by banks participating in the Company’s client cash programs, including the Company’s success in negotiating agreements with current or additional counterparties;

     

      •  

    the Company’s strategy and success in managing client cash program fees;

     

      •  

    fluctuations in the levels of advisory and brokerage assets, including net new assets, and the related impact on revenue;

     

      •  

    effects of competition in the financial services industry and the success of the Company in attracting and retaining financial advisors and institutions, and their ability to provide financial products and services effectively;

     

      •  

    whether retail investors served by newly-recruited advisors choose to move their respective assets to new accounts at the Company;

     

      •  

    difficulties and delays in onboarding the assets of acquired, recruited or transitioned advisors, including the receipt and timing of regulatory approvals that may be required;

     

      •  

    disruptions in the businesses of the Company that could make it more difficult to maintain relationships with advisors and their clients;

     

      •  

    the choice by clients of acquired, recruited or transitioned advisors not to open brokerage and/or advisory accounts at the Company;

     

      •  

    changes in the growth and profitability of the Company’s fee-based offerings and asset-based revenues;

     

      •  

    the effect of current, pending and future legislation, regulation and regulatory actions, including disciplinary actions imposed by federal and state regulators and self-regulatory organizations;

     

      •  

    the cost of defending, settling and remediating issues related to regulatory matters or legal proceedings, including civil monetary penalties or actual costs of reimbursing customers for losses in excess of our reserves or insurance;

     

      •  

    changes made to the Company’s services and pricing, including in response to competitive developments and current, pending and future legislation, regulation and regulatory actions, and the effect that such changes may have on the Company’s gross profit streams and costs;

     

      •  

    execution of the Company’s capital management plans, including its compliance with the terms of the Company’s amended and restated credit agreement, the committed revolving credit facility at our primary broker-dealer subsidiary, LPL Financial LLC, and the indentures governing the Company’s senior unsecured notes;

     

      •  

    strategic acquisitions and investments, including pursuant to the Company’s Liquidity & Succession solution, and the effect that such acquisitions and investments may have on the Company’s capital management plans and liquidity;

     

      •  

    the price, availability and trading volumes of shares of the Company’s common stock, which will affect the timing and size of future share repurchases by the Company, if any;

     

      •  

    execution of the Company’s plans and its success in realizing the synergies, expense savings, service improvements or efficiencies expected to result from its investments, initiatives and acquisitions, expense plans and technology initiatives;

     

      •  

    whether advisors affiliated with businesses that we acquire or enter into strategic relationships with will transition registration to the Company and whether assets reported as serviced by such financial advisors will translate into assets of the Company;

     

    3


    Table of Contents
      •  

    the performance of third-party service providers to which business processes have been transitioned;

     

      •  

    the Company’s ability to control operating risks, information technology systems risks, cybersecurity risks and sourcing risks; and

     

      •  

    the other factors set forth in the Company’s most recent Annual Report on Form 10-K, as may be amended or updated in the Company’s Quarterly Reports on Form 10-Q.

    Except as required by law, the Company specifically disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date such statements were made, even if its estimates change, and you should not rely on statements contained herein as representing the Company’s views as of any date subsequent to the date such statements were made.

    USE OF PROCEEDS

    Except as otherwise provided in the applicable prospectus supplement, we intend to use the net proceeds we receive from our sale of the securities covered by this prospectus for general corporate purposes, which may include working capital, capital expenditures, possible acquisitions and repayment of debt. Additional information on the use of net proceeds we receive from the sale of securities covered by this prospectus may be set forth in the prospectus supplement relating to the specific offering.

    DESCRIPTION OF THE DEBT SECURITIES AND GUARANTEES

    LPL Holdings, Inc. may offer non-convertible debt securities, which may be senior debt securities or subordinated debt securities. The debt securities will be wholly and unconditionally guaranteed by LPL Financial Holdings Inc., its direct parent. The debt securities issued by LPL Holdings, Inc. will be issued under one or more indentures, each to be entered into by LPL Holdings, Inc., LPL Financial Holdings Inc., as guarantor, a trustee, registrar, paying agent and transfer agent and/or a collateral agent, as applicable. The trustee, registrar, paying agent, transfer agent, collateral agent, calculation agent and/or foreign currency agent (collectively, the “agents”), as applicable, shall be named in the applicable prospectus supplement. The terms of the debt securities will include those described in the applicable prospectus supplement and those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). We have included a copy of the form of indenture as an exhibit to this Registration Statement. The indenture will be subject to and governed by the terms of the Trust Indenture Act.

    DESCRIPTION OF COMMON STOCK

    References to the “Company,” “us,” “we” or “our” in this section mean LPL Financial Holdings Inc. and do not include the subsidiaries of LPL Financial Holdings Inc.

    The following summary of the terms of our common stock does not purport to be complete. You should refer to our Amended and Restated Certificate of Incorporation (our “Certificate”) and our Seventh Amended and Restated Bylaws (our “Bylaws”), both of which are on file with the SEC as exhibits to previous filings. The summary below is also qualified by provisions of applicable law.

    General

    Under our Certificate, we have authority to issue up to 600,000,000 shares of common stock, par value $0.001 per share. Our common stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is listed on the Nasdaq Global Select Market under the symbol “LPLA”. As of February 26, 2025, we had 74,679,757 shares of common stock outstanding, held by 789 record holders.

     

    4


    Table of Contents

    Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Our Bylaws provide that a nominee for director will be elected if the number of votes properly cast “for” such nominee’s election exceeds the number of votes properly cast “against” such nominee’s election; however, if the number of persons properly nominated for election to our board of directors (the “Board of Directors”) exceeds the number of directors to be elected, the directors will be elected by the plurality of the votes properly cast. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our Board of Directors, subject to any preferential dividend rights of any series of preferred stock that is outstanding at the time of the dividend.

    In the event of our liquidation or dissolution, the holders of common stock are entitled to receive proportionately our net assets available for distribution to stockholders after payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock.

    All shares of common stock will, when issued, be duly authorized, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of shares of any series of preferred stock that the Company may designate and issue in the future.

    Anti-takeover Effects of the Delaware General Corporation Law and Our Certificate of Incorporation and Bylaws

    Our Certificate and our Bylaws contain certain provisions that may discourage, delay or prevent a change in our management or control over us. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with the Board of Directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they may also discourage acquisitions that some stockholders may favor.

    Action by Written Consent

    The Delaware General Corporation Law (“DGCL”) provides that, unless otherwise stated in a corporation’s certificate of incorporation, the stockholders may act by written consent without a meeting. Our Certificate provides that any action required or permitted to be taken by our stockholders may only be taken at a duly called annual or special meeting of stockholders, and not by written consent without a meeting.

    Special Meeting of Stockholders

    Our Certificate and Bylaws provide that, subject to any special rights of the holders of any series of preferred stock and to the requirements of applicable law, special meetings of our stockholders can only be called by (a) our chair or vice chair of the Board of Directors, (b) our chief executive officer or (c) a majority of the Board of Directors through a special resolution.

    Advance Notice Requirements for Stockholder Proposals

    Our Bylaws set forth advance notice procedures for stockholder proposals to be brought before an annual meeting of the stockholders, including the nomination of directors. Stockholders at an annual meeting may only consider the proposals specified in the notice of meeting, brought before the meeting by or at the direction of the Board of Directors or brought by a stockholder of record who is entitled to vote at the meeting and who has delivered a timely written notice in proper form (in accordance with both our Bylaws and applicable law) to our secretary of the stockholder’s intention to bring such business before the meeting. These provisions could have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or delaying until the next stockholder meeting stockholder actions that are favored by the holders of a majority of our outstanding voting securities.

     

    5


    Table of Contents

    Proxy Access

    Our Bylaws provide that a stockholder (or a group of up to 20 stockholders) who has held at least 3% of our common stock for three years or more may nominate a specified number of directors and have those nominees included in our proxy materials, provided that the stockholder and nominees satisfy the requirements specified in our Bylaws. The maximum number of stockholder nominees permitted under these provisions is the greater of two or 20% of the number of directors in office. Any stockholder who intends to use these procedures to nominate a candidate for election to the Board of Directors for inclusion in our proxy statement must satisfy the requirements specified in our Bylaws.

    Requirements for Removal and Interim Election of Directors

    Subject to the special rights of the holders of any series of preferred stock to elect directors, holders of at least two-thirds of the shares entitled to vote at an election of the directors must approve the removal of directors. Vacancies and newly-created directorships will be filled only by a vote of a majority of the directors then in office, even though less than a quorum, and not by the stockholders. In addition, the Certificate provides that any vacancy created by the removal of a director by the stockholders shall only be filled by, in addition to any other vote otherwise required by law, the affirmative vote of a majority of the outstanding shares of common stock. Our Bylaws allow the presiding officer at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed.

    These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our company.

    Amendment to Certificate of Incorporation and Bylaws

    The DGCL provides generally that the affirmative vote of a majority of the outstanding stock entitled to vote on amendments to a corporation’s certificate of incorporation or bylaws is required to approve such amendment, unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our Bylaws may be amended or repealed by a majority vote of our Board of Directors or, in addition to any other vote otherwise required by law, the affirmative vote of at least two-thirds of the voting power of our outstanding shares of common stock. Additionally, the affirmative vote of at least two-thirds of the voting power of the outstanding shares of common stock is required to alter, amend or repeal, or to adopt any provision inconsistent with, the “Board of Directors,” “No Action by Written Consent,” “Special Meetings of Stockholders,” “Amendments to the Amended and Restated Certificate of Incorporation and Bylaws” and “Business Combinations” provisions described in our Certificate. These provisions may have the effect of deferring, delaying or discouraging the removal of any anti-takeover defenses provided for in our Certificate and our Bylaws.

    Exclusive Jurisdiction of Certain Actions

    Our Certificate requires, to the fullest extent permitted by law, that derivative actions brought in the name of the Company, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery of the State of Delaware. Although we believe this provision benefits the Company by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.

    Authorized but Unissued Shares

    The authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval, subject to any limitations imposed by the listing standards of the Nasdaq Global

     

    6


    Table of Contents

    Select Market. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued common stock and preferred stock could make more difficult, or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

    Business Combinations

    We have elected to not be subject to Section 203 of the DGCL, which regulates business combinations with “interested stockholders.”

    Transfer Agent and Registrar

    The transfer agent and registrar for our common stock is Computershare Inc.

    PLAN OF DISTRIBUTION

    We may sell securities in any of the ways described below or in any combination:

     

      •  

    to or through underwriters or dealers;

     

      •  

    through one or more agents; or

     

      •  

    directly to purchasers or to a single purchaser.

    The distribution of the securities by us may be effected from time to time in one or more transactions:

     

      •  

    at a fixed price, or prices, which may be changed from time to time;

     

      •  

    at market prices prevailing at the time of sale;

     

      •  

    at prices related to such prevailing market prices; or

     

      •  

    at negotiated prices.

    Each prospectus supplement will describe the method of distribution of the securities and any applicable restrictions.

    The prospectus supplement will describe the terms of the offering of the securities, including the following:

     

      •  

    the name or names of any underwriters, dealers or agents and the amounts of securities underwritten or purchased by each of them; and

     

      •  

    the public offering price of the securities and the proceeds to us and any discounts, commissions or concessions allowed or reallowed or paid to dealers.

    Only the agents or underwriters named in each prospectus supplement are agents or underwriters in connection with the securities being offered thereby.

    We may authorize underwriters, dealers or other persons acting as our agents to solicit offers by certain institutions to purchase securities from us pursuant to delayed delivery contracts providing for payment and delivery on the date stated in each applicable prospectus supplement. Each contract will be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts shall not be less nor more than, the respective amounts stated in each applicable prospectus supplement. Institutions with whom the contracts, when authorized, may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutions, but shall in all cases be

     

    7


    Table of Contents

    subject to our approval. Delayed delivery contracts will be subject only to those conditions set forth in each applicable prospectus supplement, and each prospectus supplement will set forth any commissions we pay for solicitation of these contracts.

    Agents, underwriters and other third parties described above may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution from us with respect to payments which the agents, underwriters or third parties may be required to make in respect thereof. Agents, underwriters and such other third parties may be customers of, engage in transactions with or perform services for us in the ordinary course of business. We may also use underwriters or such other third parties with whom we have a material relationship. We will describe the nature of any such relationship in the applicable prospectus supplement.

    Certain underwriters may use this prospectus and any accompanying prospectus supplement for offers and sales related to market-making transactions in the securities. These underwriters may act as principal or agent in these transactions, and the sales will be made at prices related to prevailing market prices at the time of sale. Any underwriters involved in the sale of the securities may qualify as “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. In addition, the underwriters’ commissions, discounts or concessions may qualify as underwriters’ compensation under the Securities Act and the rules of the Financial Industry Regulatory Authority.

    Our common stock is listed on the Nasdaq Global Select Market. Underwriters may make a market in our common stock, but will not be obligated to do so and may discontinue any market making at any time without notice. We can make no assurance as to the development, maintenance or liquidity of any trading market for the securities.

    Certain persons participating in an offering may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with rules and regulations under the Exchange Act. Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.

     

    8


    Table of Contents

    WHERE YOU CAN FIND MORE INFORMATION

    We have filed a registration statement on Form S-3 with the SEC for the securities offered by this prospectus. This prospectus does not include all of the information contained in the registration statement. You should refer to the registration statement and its exhibits for additional information.

    We are required to file annual and quarterly reports, special reports, proxy statements and other information with the SEC. We make these documents publicly available, free of charge, on our website at lpl.com as soon as reasonably practicable after filing such documents with the SEC. The information contained on our website is not a part of this prospectus. You can read our SEC filings, including the registration statement, on the SEC’s website at sec.gov.

    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The SEC allows us to “incorporate by reference” into this prospectus information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede information in this prospectus. We incorporate by reference into this prospectus the documents listed below and any future filings made by us with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, except for information “furnished” under Items 2.02, 7.01 or 9.01 on Form 8-K or other information “furnished” to the SEC which is not deemed filed and not incorporated in this prospectus, until the termination of the offering of securities described in the applicable prospectus supplement. We hereby incorporate by reference the following documents:

     

      •  

    Our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 20, 2025;

     

      •  

    Our Current Reports on Form 8-K, as filed with the SEC on February 25, 2025 and February 26, 2025; and

     

      •  

    Description of our Common Stock, which is contained in the Registration Statement on Form 8-A, as filed with the SEC on November  12, 2010, as supplemented by Exhibit 4.8 to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025, and including any amendments or reports filed for the purpose of updating such description.

    You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:

    Secretary

    LPL Financial Holdings Inc.

    4707 Executive Drive

    San Diego, California 92121

    (800) 877-7210

    Copies of these filings are also available, without charge, on the SEC’s website at sec.gov and on our website at lpl.com as soon as reasonably practicable after they are filed electronically with the SEC. The information contained on our website is not a part of this prospectus.

    LEGAL MATTERS

    The validity of the issuance of the securities offered pursuant to this prospectus will be passed upon for us by Ropes & Gray LLP, Boston, Massachusetts.

     

    9


    Table of Contents

    EXPERTS

    The consolidated financial statements incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and the effectiveness of the Company’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

     

    10


    Table of Contents

    PART II

    INFORMATION NOT REQUIRED IN PROSPECTUS

    Item 14. Other Expenses of Issuance and Distribution.

    The following table sets forth the various expenses payable by the Registrants, other than underwriting discounts and commissions, in connection with the sale and distribution of the securities being registered.

     

    Securities and Exchange Commission registration fee

       $ 612,400  

    Printing and engraving expenses

         *  

    Legal fees and expenses

         *  

    Accounting fees and expenses

         *  

    Rating Agency fees and expenses

         *  

    Trustee’s fees and expenses

         *  

    Transfer Agent and Registrar fees

         *  

    Miscellaneous

         *  

    Total

       $ 612,400  

     

    *

    An estimate of the aggregate amount of these expenses will be reflected in the applicable prospectus supplement.

    Item 15. Indemnification of Directors and Officers.

    Delaware Registrant

    Section 102(b)(7) of the DGCL enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for liability of directors for unlawful payment of dividends or unlawful stock purchase or redemptions pursuant to Section 174 of the DGCL or (iv) for any transaction from which a director derived an improper personal benefit. The Amended and Restated Certificate of Incorporation of LPL Financial Holdings Inc. (the “Company”) includes a provision that eliminates the personal liability of directors for monetary damages for breach of fiduciary duty as a director to the fullest extent authorized by the DGCL.

    Section 145(a) of the DGCL provides in relevant part that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was lawful.

    Section 145(b) of the DGCL provides in relevant part that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of

     

    11


    Table of Contents

    another entity, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

    The Company’s Bylaws generally provide that directors and officers of the applicable entity will be indemnified to the fullest extent permitted by law. Section 145(f) of the DGCL, the Bylaws also provide that the indemnification and advancement of expenses provided by, or granted pursuant to Section 145 of the DGCL or such bylaws are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or otherwise. The Bylaws further provide that a right to indemnification or to advancement of expenses arising under a provision of such bylaws shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission which is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought.

    The Company also maintains officers’ and directors’ liability insurance which insures against liabilities that officers and directors of the registrant may, in such capacities, incur. Section 145(g) of the DGCL provides that a corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another entity, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under that section. The Company maintains directors’ and officers’ liability insurance that covers its subsidiaries.

    Massachusetts Registrant

    Section 8.51 of Chapter 156D of the Massachusetts General Laws provides that a corporation may indemnify a director against liability if (1) (i) he conducted himself in good faith; and (ii) he reasonably believed that his conduct was in the best interest of the corporation or that his conduct was at least not opposed to the best interests of the corporation; and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or (2) he engaged in conduct for which he shall not be liable under a provision of the corporation’s articles of organization authorized by Section 2.02(b)(4) of Chapter 156D of the Massachusetts General Laws. Section 8.52 of Chapter 156D of the Massachusetts General Laws provides that a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.

    Section 8.56 of Chapter 156D of the Massachusetts General Laws provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation (1) to the same extent as a director; and (2) if he is an officer but not a director, to such further extent as may be provided by the articles of organization, the bylaws, a resolution of the board of directors, or contract except for liability arising out of acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law. Section 8.56 also provides that an officer of a corporation who is not a director is entitled to mandatory indemnification under Section 8.52, and that the officer may apply to a court for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance under those provisions. Section 8.57 of the Massachusetts General Laws also affords a Massachusetts corporation the power to obtain insurance on behalf of its directors and officers against liabilities incurred by them in these capacities.

     

    12


    Table of Contents

    LPL Holdings, Inc.’s bylaws, as amended and restated, provide that LPL Holdings, Inc. shall indemnify its directors and the officers that have been appointed by the board of directors to the fullest extent permitted by law.

    LPL Holdings, Inc.’s bylaws do not limit the power of the board of directors to authorize the purchase and maintenance of insurance on behalf of any director or officer against any expense whether or not LPL Holdings, Inc. would have the power to indemnify such director or officer against such expense under the bylaws. The Company maintains directors’ and officers’ liability insurance that covers its subsidiaries, including LPL Holdings, Inc.

    Also see “Item 17. Undertakings.”

    Item 16. Exhibit

    Exhibit Description

     

      1.1*    Form of underwriting agreement
      3.1    Amended and Restated Certificate of Incorporation of LPL Investment Holdings Inc., dated November  23, 2010 (incorporated by reference to Amendment No. 2 to the Registration Statement on Form S-1 filed on July 9, 2010, File No. 333-167325) 
      3.2    Certificate of Ownership and Merger Merging LPL Financial Holdings Inc. 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. 001-34963) 
      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. 001-34963) 
      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. 001-34963)
      3.5    Amended and Restated Articles of Organization of LPL Holdings, Inc., dated December  28, 2005 (incorporated by reference to the Registration Statement on Form S-3 filed on February 9, 2017, File No. 333-215989) 
      3.6    Articles of Merger Merging LPL Holdings, Inc. with BD Acquisition, Inc., dated December  28, 2005 (incorporated by reference to the Registration Statement on Form S-3 filed on February 9, 2017, File No. 333-215989) 
      3.7    Amended and Restated Bylaws of LPL Holdings, Inc. (incorporated by reference to the Registration Statement on Form S-3 filed on February 9, 2017, File No. 333-215989) 
      4.1    Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on July 23, 2010, File No. 001-34963) 
      4.2    Form of Indenture (filed herewith)
      5.1    Opinion of Ropes & Gray LLP (filed herewith)
     22.1    List of Subsidiary Guarantors and Issuers of Guaranteed Securities (filed herewith)
     23.1    Consent of Deloitte & Touche LLP (filed herewith)
     23.2    Consent of Ropes & Gray LLP (included in Exhibit 5.1)
     24.1    Powers of Attorney (included in the signature pages)
     25.1**    Statement of Eligibility of Trustee
      107    Filing Fee Table (filed herewith)

     

    13


    Table of Contents
    *

    To be filed, if necessary, subsequent to the effectiveness of this registration statement by an amendment to this registration statement or incorporated by reference pursuant to a Current Report on Form 8-K in connection with an offering of securities.

    **

    To be filed separately pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.

    Item 17. Undertakings.

    (a) Each of the undersigned registrants hereby undertakes:

    (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

    (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

    (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” or “Calculation of Registration Fee” table, as applicable, in the effective registration statement; and

    (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

    Provided, however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the applicable registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

    (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

    (4) That, for the purpose of determining liability under the Securities Act to any purchaser:

    (i) each prospectus filed by the applicable registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

    (ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after

     

    14


    Table of Contents

    effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

    (5) That, for the purpose of determining liability of the applicable registrant under the Securities Act to any purchaser in the initial distribution of the securities, each of the undersigned registrants undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the such undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of such undersigned registrant or used or referred to by such undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of such undersigned registrant; and (iv) any other communication that is an offer in the offering made by such undersigned registrant to the purchaser.

    (b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of LPL Financial Holdings Inc.’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, each of the registrants has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act, and will be governed by the final adjudication of such issue.

    (d) The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended, in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.

     

    15


    Table of Contents

    SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, each of the registrants certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Mill, State of South Carolina, on the 3rd day of March, 2025.

     

    LPL Financial Holdings Inc.
    LPL Holdings, Inc.
    By:  

    /s/ Richard Steinmeier

      Richard Steinmeier
      Chief Executive Officer

    POWER OF ATTORNEY

    Each person whose signature appears below constitutes and appoints Matthew J. Audette and Althea Brown, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-3 and any related Rule 462(b) registration statement or amendment thereto, to be filed by LPL Financial Holdings Inc. or LPL Holdings, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

    * * * *

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

     

    Signature

      

    Title

     

    Date

    /s/ Richard Steinmeier

    Richard Steinmeier

      

    Chief Executive Officer and Director of LPL Financial Holdings Inc. and LPL Holdings, Inc.

    (Principal Executive Officer)

      March 3, 2025

    /s/ Matthew J. Audette

    Matthew J. Audette

      

    President and Chief Financial Officer of LPL Financial Holdings Inc. and LPL Holdings, Inc. (Principal Financial Officer)

      March 3, 2025

    /s/ Katharine Reeping

    Katharine Reeping

      

    Chief Accounting Officer of LPL Financial Holdings Inc. and LPL Holdings, Inc. (Principal Accounting Officer)

      March 3, 2025

    /s/ Edward C. Bernard

    Edward C. Bernard

      

    Director of LPL Financial Holdings Inc. and LPL Holdings, Inc.

      March 3, 2025

    /s/ Paulett Eberhart

    Paulett Eberhart

      

    Director of LPL Financial Holdings Inc. and LPL Holdings, Inc.

      March 3, 2025

     

    16


    Table of Contents

    /s/ William F. Glavin Jr.

    William F. Glavin, Jr.

      

    Director of LPL Financial Holdings Inc. and LPL Holdings, Inc.

      March 3, 2025

    /s/ Albert J. Ko

    Albert J. Ko

      

    Director of LPL Financial Holdings Inc. and LPL Holdings, Inc.

      March 3, 2025

    /s/ Allison H. Mnookin

    Allison H. Mnookin

      

    Director of LPL Financial Holdings Inc. and LPL Holdings, Inc.

      March 3, 2025

    /s/ Anne M. Mulcahy

    Anne M. Mulcahy

      

    Director of LPL Financial Holdings Inc. and LPL Holdings, Inc.

      March 3, 2025

    /s/ James S. Putnam

    James S. Putnam

      

    Director of LPL Financial Holdings Inc. and LPL Holdings, Inc.

      March 3, 2025

    /s/ Richard P. Schifter

    Richard P. Schifter

      

    Director of LPL Financial Holdings Inc. and LPL Holdings, Inc.

      March 3, 2025

    /s/ Corey E. Thomas

    Corey E. Thomas

      

    Director of LPL Financial Holdings Inc. and LPL Holdings, Inc.

      March 3, 2025

     

    17

    Get the next $LPLA alert in real time by email

    Chat with this insight

    Save time and jump to the most important pieces.

    Recent Analyst Ratings for
    $LPLA

    DatePrice TargetRatingAnalyst
    1/7/2025$288.00 → $397.00Neutral → Overweight
    Analyst
    1/6/2025$390.00Neutral → Buy
    UBS
    12/19/2024$277.00 → $413.00Hold → Buy
    TD Cowen
    10/9/2024$235.00 → $285.00Equal Weight → Overweight
    Wells Fargo
    9/12/2024$235.00Equal Weight
    Wells Fargo
    7/30/2024$268.00Neutral → Buy
    BofA Securities
    4/9/2024$254.00 → $315.00Equal-Weight → Overweight
    Morgan Stanley
    4/4/2024Underperform
    Raymond James
    More analyst ratings

    $LPLA
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • LPL Financial Announces First Quarter 2025 Results

      Key Financial Results: Net Income was $319 million, translating to diluted earnings per share ("EPS") of $4.24, up 11% from a year agoAdjusted EPS* increased 22% year-over-year to $5.15 Gross profit* increased 19% year-over-year to $1,273 millionCore G&A* increased 14% year-over-year to $413 millionAdjusted pre-tax income* increased 23% year-over-year to $509 million Key Business Results: Total advisory and brokerage assets increased 25% year-over-year to $1.8 trillion Advisory assets increased 23% year-over-year to $977 billionAdvisory assets as a percentage of total assets decreased to 54.5%, down from 55.0% a year ago Total organic net new assets were $71 billion, representing 16% ann

      5/8/25 4:05:00 PM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance
    • LPL Financial Welcomes Women-Led West Texas Investments

      SAN DIEGO, May 07, 2025 (GLOBE NEWSWIRE) -- LPL Financial LLC announced today that financial advisors Stephanie Stewart, Debra Hedgcoth, CFP®, RICP®, and Madison Wentland, CPA, of West Texas Investments have joined LPL Financial's broker-dealer, Registered Investment Advisor (RIA) and custodial platforms. They reported serving approximately $170 million in advisory, brokerage and retirement plan assets* and join LPL from B. Riley Wealth Advisors, Inc. Based in Lubbock, Texas, Stewart founded West Texas Investments in 2012 with her late partner, David Barber. Hedgcoth joined the team in 2018 following a 25-year career with the IRS, and Wentland joined two years later in 2019. With more tha

      5/7/25 8:55:00 AM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance
    • LPL Financial Launches WealthVision Essentials to Empower Advisors with Best-in-Class Financial Planning Software

      SAN DIEGO, May 05, 2025 (GLOBE NEWSWIRE) --  LPL Financial LLC, a leading wealth management firm, is pleased to announce the launch of WealthVision Essentials, an integrated financial planning tool powered by eMoney. This new platform is designed to enhance the services of LPL's financial advisors, whether independent or part of an institution like a bank or credit union, by providing them with easily accessible financial planning software and tools to support holistic financial guidance. In a recent study, 175 of LPL Financial's top 10% of advisors said they use differentiated, comprehensive solutions that go beyond portfolio management to build, scale and grow their businesses. These to

      5/5/25 9:00:00 AM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance

    $LPLA
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • Director Thomas Corey E. was granted 4 shares, increasing direct ownership by 0.03% to 12,912 units (SEC Form 4)

      4 - LPL Financial Holdings Inc. (0001397911) (Issuer)

      3/26/25 4:31:26 PM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance
    • Director Schifter Richard P was granted 15 shares and gifted 1,210 shares, decreasing direct ownership by 3% to 38,512 units (SEC Form 4)

      4 - LPL Financial Holdings Inc. (0001397911) (Issuer)

      3/26/25 4:29:16 PM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance
    • Director Putnam James S was granted 8 shares, increasing direct ownership by 0.01% to 136,036 units (SEC Form 4)

      4 - LPL Financial Holdings Inc. (0001397911) (Issuer)

      3/26/25 4:18:40 PM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance

    $LPLA
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    See more
    • SEC Form SC 13G/A filed by LPL Financial Holdings Inc. (Amendment)

      SC 13G/A - LPL Financial Holdings Inc. (0001397911) (Subject)

      2/13/24 5:08:09 PM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance
    • SEC Form SC 13G/A filed by LPL Financial Holdings Inc. (Amendment)

      SC 13G/A - LPL Financial Holdings Inc. (0001397911) (Subject)

      2/12/24 4:17:19 PM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance
    • SEC Form SC 13G/A filed by LPL Financial Holdings Inc. (Amendment)

      SC 13G/A - LPL Financial Holdings Inc. (0001397911) (Subject)

      4/10/23 1:39:59 PM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance

    $LPLA
    SEC Filings

    See more
    • LPL Financial Holdings Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

      8-K - LPL Financial Holdings Inc. (0001397911) (Filer)

      5/8/25 4:17:51 PM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance
    • LPL Financial Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation

      8-K - LPL Financial Holdings Inc. (0001397911) (Filer)

      4/3/25 4:27:34 PM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance
    • SEC Form 424B5 filed by LPL Financial Holdings Inc.

      424B5 - LPL Financial Holdings Inc. (0001397911) (Filer)

      4/3/25 8:07:18 AM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance

    $LPLA
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    See more
    • LPL Financial upgraded by Analyst with a new price target

      Analyst upgraded LPL Financial from Neutral to Overweight and set a new price target of $397.00 from $288.00 previously

      1/7/25 8:13:23 AM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance
    • LPL Financial upgraded by UBS with a new price target

      UBS upgraded LPL Financial from Neutral to Buy and set a new price target of $390.00

      1/6/25 8:13:59 AM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance
    • LPL Financial upgraded by TD Cowen with a new price target

      TD Cowen upgraded LPL Financial from Hold to Buy and set a new price target of $413.00 from $277.00 previously

      12/19/24 7:44:22 AM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance

    $LPLA
    Financials

    Live finance-specific insights

    See more
    • LPL Financial Announces First Quarter 2025 Earnings Release Date and Conference Call

      SAN DIEGO, April 17, 2025 (GLOBE NEWSWIRE) -- LPL Financial Holdings Inc. (NASDAQ:LPLA) (the "Company"), the parent corporation of LPL Financial LLC, announced today it will report first quarter financial results after the market closes on Thursday, May 8. The Company will host a conference call to discuss its results at 5 p.m. ET the same day. The conference call will be accessible and available for replay at investor.lpl.com/events. Contacts Investor [email protected] Media [email protected] About LPL Financial LPL Financial Holdings Inc. (NASDAQ:LPLA) is among the fastest growing wealth management firms in the U.S. As a leader in

      4/17/25 4:05:00 PM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance
    • LPL Financial to Acquire Commonwealth Financial Network

      Commonwealth supports ~2,900 independent advisors managing ~$285 billion in assetsCommonwealth ranked #1 in Independent Advisor Satisfaction 11 times in a row by J.D. PowerFounder of Commonwealth to assume advisory role to LPL Board of DirectorsCommonwealth CEO to join LPL Management Committee, partnering to launch Office of Advisor Advocacy SAN DIEGO and WALTHAM, Mass., March 31, 2025 (GLOBE NEWSWIRE) -- LPL Financial Holdings Inc. (NASDAQ:LPLA) (together with its subsidiaries, including LPL Financial LLC, "LPL Financial" or "LPL") today announced that it has entered into a definitive purchase agreement to acquire Commonwealth Financial Network ("Commonwealth"), the largest independently

      3/31/25 6:00:00 AM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance
    • LPL Financial Announces Fourth Quarter and Full Year 2024 Results

      Fourth Quarter 2024 Key Financial Results: Net Income was $271 million, translating to diluted earnings per share ("EPS") of $3.59, up 26% from a year agoAdjusted EPS* increased 21% year-over-year to $4.25 Gross profit* increased 22% year-over-year to $1,228 millionCore G&A* increased 16% year-over-year to $422 millionAdjusted EBITDA* increased 22% year-over-year to $585 million Key Business Results: Total advisory and brokerage assets increased 29% year-over-year to $1.7 trillion Advisory assets increased 30% year-over-year to $957 billionAdvisory assets as a percentage of total assets increased to 55.0%, up from 54.3% a year ago Total organic net new assets were $68 billion, represent

      1/30/25 4:07:00 PM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance

    $LPLA
    Leadership Updates

    Live Leadership Updates

    See more
    • LPL Financial Welcomes Vaughn Harvey as Chief Data and AI Officer

      SAN DIEGO, April 08, 2025 (GLOBE NEWSWIRE) -- LPL Financial LLC, a leading wealth management firm, announces the appointment of Vaughn Harvey as executive vice president and chief data and artificial intelligence (AI) officer. Harvey will lead the company's data and AI initiatives, driving innovation and digital transformation across the organization. Harvey brings over 25 years of experience in AI-driven digital transformations and enterprise-wide data strategies. Most recently, he served as managing director and head of product and transformation for consumer and community bank finance at JP Morgan Chase. Prior to joining JP Morgan Chase, Harvey held a variety of senior analytical rol

      4/8/25 8:00:00 AM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance
    • LPL Financial Welcomes Four Advisors to Carnegie Private Wealth

      SAN DIEGO, March 12, 2025 (GLOBE NEWSWIRE) -- LPL Financial LLC announced today that financial advisors James Larsen, CFP®, Lucas Decker, CFP®, Kevin Lewis, CFP®, CEPA®, and Seth Miller, CFP®, CEPA®, have joined LPL Financial's broker-dealer, Registered Investment Advisor (RIA) and custodial platforms, aligned with Carnegie Private Wealth, an existing firm supported by LPL Strategic Wealth. The advisors reported serving approximately $475 million in advisory, brokerage and retirement assets.* Larsen joins LPL from Wells Fargo Advisors, and Decker, Lewis and Miller join from Edward Jones. Carnegie Private Wealth launched in 2023 with LPL Strategic Wealth and has been on an upward gro

      3/12/25 8:55:00 AM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance
    • LPL Financial Welcomes Servant Path Wealth Partners to Linsco Channel

      SAN DIEGO, Feb. 25, 2025 (GLOBE NEWSWIRE) -- LPL Financial LLC (NASDAQ:LPLA) announced today that financial advisors Joe Young, CFP®, and Ryne Stokes, CFP®, have joined LPL's employee advisor channel, Linsco by LPL Financial, to launch Servant Path Wealth Partners. They reported serving approximately $400 million in advisory, brokerage and retirement plan assets* and join LPL from Synovus Securities. Based in Columbus, Ga., Young is a seasoned professional with two decades of industry expertise. Stokes entered the financial services field in 2014 following his tenure at a bank during college and several years with the Social Security Administration. They teamed up in 2018 to build a faith

      2/25/25 9:00:00 AM ET
      $LPLA
      Investment Bankers/Brokers/Service
      Finance