v3.25.2
Acquisitions (Notes)
6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Acquisitions ACQUISITIONS
Closed on the Acquisition of Commonwealth Financial Network (“Commonwealth”)
On August 1, 2025, the Company acquired 100% of the outstanding equity interests of Commonwealth, a privately-held independent wealth management firm headquartered in Massachusetts, for a cash payment of approximately $2.7 billion. As part of the transaction, Commonwealth will transition its advisory and brokerage assets to the Company’s platform. The Company expects to complete the conversion in the fourth quarter of 2026. Given the recency of the closing, the purchase accounting analysis has not yet been completed.

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 the LPL Holdings, Inc.’s revolving credit facility. On April 2, 2025, the Company completed a public offering of approximately 5.4 million shares of the Company’s common stock at an offering price of $320.00 per share, and on April 3, 2025, the Company completed the issuance of $500.0 million in aggregate principal amount of 4.900% senior unsecured notes due 2028, $500.0 million in aggregate principal amount of 5.150% senior unsecured notes due 2030 and $500.0 million in aggregate principal amount of 5.750% senior unsecured notes due 2035. See Note 9 - Corporate Debt and Other Borrowings, Net, and Note 11 - Stockholders’ Equity within the notes to the condensed consolidated financial statements for additional information.
Other Acquisitions
During the six months ended June 30, 2025, the Company completed 21 acquisitions, 19 of which were completed under the Liquidity & Succession solution in which the Company buys advisor practices. Five of these acquisitions have been accounted for as business combinations and 16 have been accounted for as asset acquisitions.
Business Combinations
Acquisition of The Investment Center, Inc. (“The Investment Center”)
In March 2025, the Company acquired The Investment Center for total consideration of $70.6 million, which included $70.2 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 has 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 three and six months ended June 30, 2025, were $2.5 million and $4.8 million, respectively, primarily related to professional services which were classified as professional services expense and promotional expense in the Company's condensed consolidated statements of income. The Company recorded purchase accounting adjustments during the three months ended June 30, 2025 which resulted in a $6.1 million decrease in other liabilities, a $0.4 million a decrease in advisor relationships, and a $5.6 million decrease in goodwill. As of June 30, 2025, the Company had allocated $43.5 million and $27.1 million
of the consideration to advisor relationships and goodwill, respectively. The advisor relationships were assigned a useful life of 16 years. See Note 7 - Goodwill and Other Intangibles, Net for additional information.
Other Business Combinations
The Company accounted for four other acquisitions under the acquisition method of accounting for business combinations. Total consideration for these transactions was $68.0 million, which included $58.3 million of cash, and liabilities of $9.6 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 growth is achieved in the years following the closing. This contingent consideration may be settled for amounts up to $44.1 million in the years following the closing. At June 30, 2025, the Company had provisionally allocated $56.0 million of the consideration to client relationships, which were assigned a useful life of 14 years to 15 years, and $11.7 million to goodwill.
Asset Acquisitions
The Company accounted for 16 other acquisitions as asset acquisitions. These transactions included total initial consideration of $143.7 million, including $141.7 million which was allocated to client relationships and $2.0 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 $94.1 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 7 – Goodwill and Other Intangibles, Net, for additional information.
Acquisitions Completed in Prior Periods
Acquisition of Atria Wealth Solutions, Inc.
On October 1, 2024 ("acquisition date"), the Company acquired 100% of the outstanding common shares of Atria, 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.

During the six months ended June 30, 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, an $8.7 million decrease in other liabilities, a $0.4 million increase in deferred tax liabilities, and a $2.0 million increase in accounts payable and accrued liabilities. These cumulative adjustments resulted in a $2.9 million increase to goodwill.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations. The following table summarizes the total consideration for the transaction at the acquisition date (dollars in thousands):
Total ConsiderationOctober 1, 2024
Cash$853,429 
Fair value of contingent consideration19,545 
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 provisional purchase price allocation at the acquisition date (dollars in thousands):

Provisional Purchase Price Allocation
October 1, 2024
Fair value of consideration transferred
$872,974 
Assets
Cash and equivalents$76,259 
Restricted cash15,866
Receivables from brokers, dealers and clearing organizations13,734
Other receivables37,163
Other intangibles620,100
Other assets25,273
Total identifiable assets acquired$788,395 
Liabilities
Accrued advisory and commission expenses payable
32,756
Accounts payable and accrued liabilities54,500
Deferred tax liabilities
112,320
Other liabilities17,649
Total liabilities assumed$217,225 
Net assets acquired
571,170 
Goodwill$301,804 

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 7 - 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. The purchase accounting analysis is ongoing and may result in changes to the value of certain tax related assets acquired and liabilities recorded.

Acquisition related costs incurred as part of the Atria acquisition during the three and six months ended June 30, 2025, were $32.0 million and $44.0 million, respectively, primarily related to professional services and conversion costs, which were classified as professional services expense and promotional expense, respectively, in the Company's condensed consolidated statements of income. Atria's results were included in the Company's condensed consolidated statements of income during the three and six months ended June 30, 2025. For this period, total revenues attributable to Atria were approximately $185.4 million and $370.9 million, respectively, 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):
Three Months Ended June 30,Six Months Ended June 30,
LPL Financial and Atria Pro Forma Combined Financial Information (unaudited)20242024
Total revenue$3,137,194 $6,175,212 
Net income$219,703 $484,089 

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. 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 Acquisitions
During the twelve months ended December 31, 2024, the Company completed 23 other acquisitions, 22 of which were completed under the Liquidity & Succession solution in which the Company buys advisor practices. Certain of these acquisitions have been accounted for as business combinations and certain have been accounted for as asset acquisitions.
Business Combinations
The Company accounted for seven of these acquisitions under the acquisition method of accounting for business combinations. 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 7 – Goodwill and Other Intangibles, Net, for additional information.
Asset Acquisitions
The Company accounted for 16 other acquisitions 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 7 – Goodwill and Other Intangibles, Net, for additional information.