LPL Financial (LPLA) elects independent director Somesh Khanna to board

Rhea-AI Filing Summary

LPL Financial Holdings Inc. reported that its board of directors elected Somesh Khanna as a director, effective January 5, 2026. The board determined that he is independent under Nasdaq listing standards, meaning he meets the exchange’s criteria for an outside director.

Khanna will receive a pro-rated annual service retainer under LPL Financial’s non-employee director compensation policy, with cash and restricted shares of common stock to be granted on February 1, 2026, based on that policy. The restricted shares are scheduled to vest in full on May 13, 2026. The company also issued a press release titled “Somesh Khanna Elected to LPL Financial Board of Directors” describing this board change.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

January 5, 2026

Date of report (date of earliest event reported)

LPL Financial Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-34963		20-3717839
(State or other jurisdictions of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Nos.)

4707 Executive Drive, San Diego, California 92121

(Address of principal executive offices) (Zip Code)

(800) 877-7210

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed since Last Report)

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

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock - par value $0.001 per share		LPLA		The Nasdaq Global Select Market

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

Emerging growth company ☐

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 5, 2026, Somesh Khanna was elected as a director of LPL Financial Holdings Inc. (the “Company”) by the Company’s board of directors (the “Board”), effective immediately. The Board has determined that Mr. Khanna is independent under applicable listing standards of the Nasdaq Stock Market.

Mr. Khanna will be entitled to a pro-rated annual service retainer under the Company’s non-employee director compensation policy (“Policy”), as described in the compensation section of the Company’s proxy statement filed with the Securities and Exchange Commission on March 25, 2025. He will be awarded cash and restricted shares of the Company’s common stock on February 1, 2026, in amounts determined under the Policy. The restricted shares will vest in full on May 13, 2026.

Item 7.01 Regulation FD Disclosure.

A copy of the press release issued by the Company in connection with Mr. Khanna’s election is furnished with this Form 8-K and attached hereto as Exhibit 99.1.

Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1		Press Release dated January 8, 2026 (“Somesh Khanna Elected to LPL Financial Board of Directors”)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

LPL FINANCIAL HOLDINGS INC.
By:		/s/ Robert S. Hatfield III
Name:		Robert S. Hatfield III
Title:		Secretary

Dated: January 8, 2026

FAQ

What board change did LPL Financial Holdings Inc. (LPLA) disclose?

LPL Financial Holdings Inc. disclosed that Somesh Khanna was elected as a director by the board of directors, effective January 5, 2026.

Is new director Somesh Khanna considered independent at LPL Financial (LPLA)?

Yes. The board of LPL Financial determined that Somesh Khanna is independent under the applicable listing standards of the Nasdaq Stock Market.

How will Somesh Khanna be compensated as a director of LPL Financial (LPLA)?

He will receive a pro-rated annual service retainer under the company’s non-employee director compensation policy, including cash and restricted shares of common stock, with amounts determined by that policy.

When will Somesh Khanna receive his equity award from LPL Financial (LPLA)?

Under the compensation policy, cash and restricted shares of LPL Financial’s common stock are scheduled to be awarded to Somesh Khanna on February 1, 2026.

When do Somesh Khanna’s restricted shares vest at LPL Financial (LPLA)?

The restricted shares of LPL Financial common stock granted to Somesh Khanna are set to vest in full on May 13, 2026.

Did LPL Financial (LPLA) issue a press release about Somesh Khanna’s election?

Yes. LPL Financial issued a press release titled “Somesh Khanna Elected to LPL Financial Board of Directors”, dated January 8, 2026, as an exhibit.