XML 267 R13.htm IDEA: XBRL DOCUMENT
v3.25.4

Acquisitions (Notes) | 12 Months Ended
--- | ---
Dec. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisitions | ACQUISITIONS During the year ended December 31, 2025, the Company completed 34 acquisitions, six of which have been accounted for as business combinations and 28 of which have been accounted for as asset acquisitions. Business Combinations Acquisition of Commonwealth Financial Network On August 1, 2025, the Company acquired 100% of the outstanding equity interests of CFN, a privately-held independent wealth management firm headquartered in Massachusetts, in order to leverage its scale and enhance its capabilities. As part of the transaction, Commonwealth’s advisory and brokerage assets are expected to transition to the Company’s platform in the fourth quarter of 2026. Commonwealth's results were included in the Company's consolidated statements of income from August 1, 2025 through December 31, 2025 and consolidated statements of financial condition as of December 31, 2025. The Company accounted for the transaction under the acquisition method of accounting for business combinations. The following table summarizes the cash funded at closing and total consideration transferred (dollars in thousands):
Cash Funded at Close |  | August 1, 2025
Cash consideration |  | $ | 1,927,371 |
Cash for liabilities assumed(1) |  | 405,823 |
Cash for post-combination expenses(2) |  | 419,049 |
Total cash funded at close |  | $ | 2,752,243 |
Consideration |  | August 1, 2025
Cash |  | $ | 1,927,371 |
Other liabilities incurred |  | 90,414 |
Total consideration |  | $ | 2,017,785 |
____________________ (1)Liabilities assumed are reflected in the Accounts payable and accrued liabilities and Equity awards liability line items in the table below and were paid concurrently with the closing. (2)The post-combination expenses were paid at the closing and primarily included $228.4 million of costs related to transaction bonuses and the acceleration of unvested equity awards which were classified as Compensation and benefits and $190.1 million of costs related to certain contract termination fees which were classified as Occupancy and equipment in the consolidated financial statements. The following table summarizes the Company's provisional purchase price allocation at August 1, 2025 (dollars in thousands):
Provisional Purchase Price Allocation(1) |  | August 1, 2025
Fair value of consideration transferred |  | $ | 2,017,785 |
Assets |  |
Cash and equivalents |  | 333,927 |
Restricted cash |  | 95,414
Investment securities |  | 43,719
Receivables from brokers, dealers and clearing organizations |  | 1,839
Other receivables, net |  | 55,788
Advisor loans, net |  | 92,716
Property and equipment, net |  | 7,769
Intangible assets |  | 1,716,000
Other assets |  | 58,330
Total identifiable assets acquired |  | $ | 2,405,502 |
Liabilities |  |
Accrued advisory and commission expenses payable |  | 14,440
Accounts payable and accrued liabilities |  | 57,012
Client payables |  | 525
Equity awards liability |  | 382,231
Unearned revenue |  | 309,594
Other liabilities |  | 47,218
Total liabilities assumed |  | $ | 811,020 |
Net assets acquired |  | 1,594,482 |
Goodwill |  | $ | 423,303 |
____________________ (1)The Company recorded provisional purchase accounting adjustments during the three months ended December 31, 2025 which resulted in a $12.9 million decrease in advisor loans, net, a $40.0 million increase in advisor relationship intangibles, a $5.0 million increase in trade name intangible, a $1.9 million decrease in other assets and a $30.1 million decrease in goodwill. The goodwill primarily includes synergies expected to result from combining operations and is deductible for tax purposes. Other intangible assets comprised $1.69 billion of advisor relationships, which were assigned useful lives of 14 years, and $26.0 million of trade name intangible, which was assigned a useful life of 16 years. See Note 9 - Goodwill and Other Intangibles, Net, for additional information. The fair value determination of certain assets acquired and liabilities assumed required the Company to make significant estimates and assumptions. Intangible assets were valued using an income approach with estimates and assumptions related to future net cash flows, discount and royalty rates. Advisor loans were valued using an income approach with assumptions related to net cash flows and conversion rates. The fair value of repayable loans was $88.0 million and approximates its carrying value. Given the recent date of closing, the purchase accounting analysis is ongoing and may result in changes to the value of assets acquired and liabilities recorded, including other intangible assets. The Company’s consolidated statements of income for the year ended December 31, 2025 include total revenues attributable to Commonwealth of $1.18 billion and a net loss of $201.3 million attributable to Commonwealth that was driven primarily by the acquisition related costs that were recognized at the closing. Acquisition related costs incurred as part of the Commonwealth acquisition during the year ended December 31, 2025 were $486.5 million. These costs include post-combination expense of $419.0 million, which primarily comprised amounts related to transaction bonuses and equity award acceleration, and amounts related to certain contract termination fees, which were classified as Compensation and benefits expense and Occupancy and equipment expense, respectively, in the Company's consolidated statements of income, and $67.5 million of costs primarily related to professional service costs, which were classified as Professional services expense in the Company’s consolidated statements of income. The following table presents unaudited pro forma results as if the acquisition of Commonwealth had occurred on January 1, 2024 (dollars in thousands):
|  | Years Ended December 31,
LPL Financial and Commonwealth Pro Forma Combined Financial Information (unaudited) |  | 2025 | 2024
Total revenue |  | $ | 18,634,628 |  | $ | 15,073,569 |
Net income |  | $ | 1,330,159 |  | $ | 536,737 |
The unaudited pro forma results above were prepared by combining the historical financial information of the Company and Commonwealth and making certain adjustments. Pro forma adjustments include the impact of amortization of intangible assets recognized as part of the acquisition, amortization of transition assistance loans made to advisors that will transition to the Company’s platform in 2026, and the impact of related interest and issuance costs of financing the transaction. Pro forma results for the year ended December 31, 2024 also include the impact of $486.5 million of transaction costs incurred during the year ended December 31, 2025 as a result of the acquisition. The unaudited pro forma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues or other factors, and, therefore, does not represent the actual results that would have occurred had the companies actually been combined as of January 1, 2024. The Company financed this transaction through a combination of corporate cash, proceeds from the debt and equity issuances completed in April 2025, and borrowings under LPL Holdings, Inc.’s revolving credit facility. See Note 11 - Corporate Debt and Other Borrowings, Net, and Note 15 - Stockholders’ Equity for additional information. Acquisition of The Investment Center, Inc. (“The Investment Center”) On March 4, 2025, the Company acquired The Investment Center for total consideration of $72.6 million, which included $72.2 million of cash and liabilities of $0.4 million for contingent consideration. The Company was introduced to The Investment Center as part of the Atria acquisition, and the cash consideration was prefunded in 2024 in conjunction with the close of the Atria acquisition. The Company subsequently transitioned The Investment Center’s brokerage and advisory assets to the Company’s platform. The transaction also includes potential contingent consideration of up to $10.4 million based on revenue growth in the years following the acquisition. The Company accounted for the acquisition under the acquisition method of accounting for business combinations. Acquisition related costs incurred during the year ended December 31, 2025 were $6.0 million, primarily related to costs which were classified as compensation and benefits expenses and promotional expenses in the Company's consolidated statements of income. The Company recorded purchase accounting adjustments during the year ended December 31, 2025 which resulted in a $2.0 million increase in cash consideration, a $6.1 million decrease in other liabilities, a $0.4 million decrease in advisor relationships, and a $3.7 million decrease in goodwill. As of December 31, 2025, the Company had allocated $43.5 million and $29.1 million of the consideration to advisor relationships and goodwill, respectively. The advisor relationships were assigned a useful life of 16 years. See Note 9 - Goodwill and Other Intangibles, Net, for additional information. Other Business Combinations The Company accounted for four other transactions under the acquisition method of accounting for business combinations. Total consideration for these transactions was $75.2 million, which included $58.3 million of cash, and liabilities of $15.2 million for contingent consideration, which represents the acquisition date fair value of the additional cash consideration that may be transferred to the sellers if certain asset or revenue growth metrics are achieved in the years following the closing. This contingent consideration may be settled for amounts up to $46.9 million in the years following the closing. The Company allocated $63.3 million of the consideration to client relationships and $0.3 million to advisor relationships, which were assigned useful lives of 14 years to 15 years, and $11.6 million to goodwill. Asset Acquisitions The Company accounted for 28 other transactions as asset acquisitions. These transactions included total initial consideration of $227.9 million, including $222.4 million which was allocated to client relationships and $5.5 million which was allocated to advisor relationships. These relationships were assigned useful lives of 14 years to 15 years, respectively, and the related transactions include potential contingent payments of up to $158.1 million in the years following the closing if certain asset or revenue growth metrics are achieved. The Company has not recognized a liability for these contingent payments as the amounts to be paid will be uncertain until a future measurement date. See Note 9 - Goodwill and Other Intangibles, Net, for additional information. Acquisitions Completed in Prior Periods During the year ended December 31, 2024, the Company completed 24 acquisitions, eight of which have been accounted for as business combinations and 16 of which were accounted for as asset acquisitions. Business Combinations Acquisition of Atria Wealth Solutions, Inc. On October 1, 2024, the Company acquired 100% of the outstanding common shares of Atria Wealth Solutions, Inc., a wealth management solutions holding company headquartered in New York, in order to expand its addressable markets and complement organic growth. As part of the acquisition, the Company acquired Atria's seven introducing broker-dealer subsidiaries and completed the conversion of the related brokerage and advisory assets to the Company’s platform in July 2025. The Company accounted for the transaction under the acquisition method of accounting for business combinations. The following table summarizes the total consideration for the transaction at October 1, 2024 (dollars in thousands):
Total Consideration | October 1, 2024
Cash | $ | 853,429 |
Fair value of contingent consideration | 19,545 |
Total consideration | $ | 872,974 |
The contingent consideration, which may be settled for amounts up to $330 million, represents the estimated fair value of the additional cash consideration that may be paid to the sellers if certain asset conversion, retention and other milestones are achieved in the year following the closing. The Company determined the fair value for each of its contingent consideration obligations using probability weighted or Monte-Carlo simulation models. These methods use significant unobservable inputs, including forecasted conversion rates and discount rates which are based on the cost of debt and equity. See Note 5 - Fair Value Measurements, for additional information. The following table summarizes the Company's purchase price allocation at October 1, 2024 (dollars in thousands):
Purchase Price Allocation(1) |  | October 1, 2024
Fair value of consideration transferred |  | $ | 872,974 |
Assets |  |
Cash and equivalents |  | 76,259 |
Restricted cash |  | 15,866
Receivables from brokers, dealers and clearing organizations |  | 13,734 |
Other receivables |  | 37,163
Other intangibles |  | 620,100
Other assets |  | 30,482
Total identifiable assets acquired |  | $ | 793,604 |
Liabilities |  |
Accrued advisory and commission expenses payable |  | 32,756
Accounts payable and accrued liabilities |  | 58,691
Deferred tax liabilities |  | 110,643
Other liabilities |  | 26,409
Total liabilities assumed |  | $ | 228,499 |
Net assets acquired |  | 565,105 |
Goodwill |  | $ | 307,869 |
________________ (1)During the year ended December 31, 2025, the Company recorded purchase accounting adjustments that resulted in a $15.4 million decrease in total consideration, a $13.5 million decrease in advisor relationships, a $6.3 million decrease in institutional relationships, a $4.8 million decrease in other receivables, a $5.2 million increase in other assets, a $1.3 million decrease in deferred tax liabilities, and a $6.2 million increase in accounts payable and accrued liabilities. These cumulative adjustments resulted in an $8.9 million increase to goodwill. The goodwill primarily includes synergies expected to result from combining operations. Other intangible assets comprised $195.4 million of institutional relationships and $424.7 million of advisor relationships which were each assigned useful lives of 16 years. These intangible assets were valued using the income approach and are included in the Advisor and institution relationships line item in Note 9 - Goodwill and Other Intangibles, Net. The fair value determination of institutional and advisor relationships required the Company to make significant estimates and assumptions related to future net cash flows and discount rates. Acquisition related costs incurred as part of the Atria acquisition during the year ended December 31, 2024 were $18.0 million, and primarily related to professional services, which were classified as professional services in the Company's consolidated statements of income. Atria's results were included in the Company's consolidated statements of income from October 1, 2024 through December 31, 2024. For this period, total revenues attributable to Atria were approximately $194.0 million and net income was not material. The following table presents unaudited pro forma results as if the acquisition of Atria had occurred on January 1, 2024 (dollars in thousands):
|  |  | Year Ended December 31,
LPL Financial and Atria Pro Forma Combined Financial Information (unaudited) |  |  | 2024
Total revenue |  |  | $ | 12,998,942 |
Net income |  |  | $ | 982,067 |
The unaudited pro forma results above were prepared by combining the historical financial information of the Company and Atria and making certain adjustments. Pro forma adjustments include the impact of amortization of intangible assets recognized as part of the acquisition, amortization of transition assistance loans made to advisors and institutions that have converted to the Company's platform in 2025, and the related interest impact of financing the transaction. Pro forma results for the year ended December 31, 2024 also include the impact of $18.0 million of transaction costs incurred during the year ended December 31, 2024 as a result of the acquisition. The unaudited pro forma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues or other factors, and, therefore, does not represent the actual results that would have occurred had the companies actually been combined as of January 1, 2024. Other Business Combinations The Company accounted for seven other transactions under the acquisition method of accounting for business combinations during the year ended December 31, 2024. Total consideration for these transactions was $113.2 million, which included $64.4 million of cash, and liabilities of $48.8 million for contingent consideration. At December 31, 2024, the Company allocated $34.3 million of the purchase price to goodwill and $78.9 million to client relationships acquired as part of these acquisitions, which included a provisional allocation of $3.8 million to goodwill and $11.3 million to client relationships for acquisitions completed in the fourth quarter for which purchase accounting was finalized in 2025. The goodwill primarily includes synergies expected to result from combining operations and is deductible for tax purposes. See Note 9 – Goodwill and Other Intangibles, Net, for additional information. Asset Acquisitions The Company accounted for 16 other transactions as asset acquisitions during the year ended December 31, 2024. These transactions included total initial consideration of $178.3 million, including $48.5 million which was allocated to advisor relationships and$129.8 million which was allocated to client relationships. These transactions include potential contingent payments of up to $97.2 million in the years following the closing if certain asset growth is achieved. The Company has not recognized a liability for these contingent payments as the amounts to be paid will be uncertain until a future measurement date. See Note 9 – Goodwill and Other Intangibles, Net, for additional information.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration