LPLA Form 4: Director Putnam receives 136,651.5 vested stock units

Rhea-AI Filing Summary

James S. Putnam, a director of LPL Financial Holdings Inc. (LPLA), was credited with fully vested stock units on 08/29/2025 that are payable under the company’s Non-Employee Director Deferred Compensation Plan (DDCP). The units represent the right to receive one share of common stock each and were credited in connection with a quarterly cash dividend on common shares.

The filing reports 136,651.5 shares (amount shown as beneficially owned following the transaction) and a price of $0, reflecting a non-cash credit of vested stock units granted under the Issuer’s 2021 Omnibus Equity Incentive Plan. The signature on the form was provided by an attorney-in-fact on 09/03/2025.

Positive

• Aligned incentives: Director compensation was credited as fully vested stock units, increasing alignment with shareholders without immediate cash payout
• Use of deferred compensation: Units were credited to the DDCP, indicating use of established plan mechanisms rather than ad hoc grants

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation transaction: fully vested stock units were credited to a director’s deferred compensation account, reflecting standard governance practices.

The report documents a non-cash credit of stock units to a director’s DDCP account tied to a quarterly dividend. This is a standard mechanism to defer director compensation and align interests with shareholders without immediate cash payout. The transaction does not indicate any new option grants, exercised derivatives, or unusual timing. For governance review, key items are the plan authorities (2021 Omnibus Plan and DDCP) and the fact the units are fully vested on grant date.

Compensation Analyst

TL;DR: The filing shows a vested equity credit to a director at zero cash cost to the reporting person, consistent with deferred dividend-share practices.

From a compensation perspective, the credit of vested stock units (each converting to one share) following a cash dividend is a non-cash compensation event that increases the director’s share-equivalent holdings by 136,651.5 units. The use of the DDCP suggests the company offers directors the option to defer equity compensation, which can be tax-efficient for the recipient and preserves company cash. This appears routine and not dilutive beyond the existing plan authorizations disclosed elsewhere.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Putnam James S

(Last) (First) (Middle)

C/O LPL FINANCIAL HOLDINGS INC.

4707 EXECUTIVE DRIVE

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LPL Financial Holdings Inc. [ LPLA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/29/2025		A		7(1)	A	$0	136,651.5	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents stock units granted under the Issuer's 2021 Omnibus Equity Incentive Plan. Each stock unit represents the right to receive one share of common stock and is fully vested. The reporting person was previously granted stock units that were subject to a written deferral election under the Issuer's Non-Employee Director Deferred Compensation Plan (the "DDCP"), which stock units are fully vested as of the date hereof. The stock units reported hereby were credited to the reporting person's DDCP account in connection with a quarterly cash dividend that was paid on shares of common stock.

Remarks:

The signatory is signing on behalf of James S. Putnam pursuant to a Power of Attorney dated November 21, 2024.

	/s/ Robert S. Hatfield III, attorney-in-fact	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did James S. Putnam report on Form 4 for LPLA?

The filing reports that on 08/29/2025 Mr. Putnam was credited with fully vested stock units under the 2021 Omnibus Equity Incentive Plan, credited to his DDCP account in connection with a quarterly cash dividend.

How many shares or units were reported as beneficially owned after the transaction?

The form shows 136,651.5 as the amount of securities beneficially owned following the reported transaction.

Was there any cash paid by the reporting person for these units?

No; the reported price is $0, indicating a non-cash credit of vested stock units.

What plans governed the credited units?

The units were granted under the Issuer’s 2021 Omnibus Equity Incentive Plan and were credited to the reporting person’s account under the Non-Employee Director Deferred Compensation Plan (DDCP).

Who signed the Form 4 and when?

An attorney-in-fact, Robert S. Hatfield III, signed the form on behalf of James S. Putnam on 09/03/2025.