Equity awards and tax withholding for LPL Financial (LPLA) executive

Rhea-AI Filing Summary

LPL Financial Holdings executive Greg Gates reported several equity award transactions in Common Stock. On February 25, 2026, he acquired 1,856 shares upon vesting of performance stock units granted on February 25, 2023, which earned out at 81% of his target based on relative total stockholder return over a three-year period ending February 14, 2026.

He also received new restricted stock unit awards representing 2,774 shares that vest ratably on each of February 25, 2027, February 25, 2028 and February 25, 2029, and 2,807 shares where one-half vests on February 25, 2028 and the other half on August 31, 2029. In connection with vesting, 1,293 shares were disposed of at $318.47 per share to satisfy tax withholding obligations. After these transactions, his direct holdings consist of Common Stock and multiple tranches of restricted stock units with specified future vesting dates.

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

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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^*

Gates Greg

(Last) (First) (Middle)

C/O LPL FINANCIAL

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		A		1,856(1)	A	$0	16,476	D
Common Stock	02/25/2026		F		1,293	D	$318.47	15,183	D
Common Stock	02/25/2026		A		2,774(2)	A	$0	17,957	D
Common Stock	02/25/2026		A		2,807(3)	A	$0	20,764(4)	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 shares of Common Stock received upon vesting of performance stock units ("PSUs") that were granted on February 25, 2023. The granted PSUs were eligible to become earned PSUs based on the Issuer's total stockholder return ("TSR") relative to the TSR of a predetermined comparator group over a three-year performance period ending February 14, 2026. Based on the Issuer's TSR relative to this peer group, PSUs were earned at 81% of the reporting person's target award.

2. These shares represent restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Common Stock on the applicable vesting date. These restricted stock units will vest ratably on each of February 25, 2027, February 25, 2028 and February 25, 2029. Vested shares will be issued to the reporting person as soon as practicable after the vesting date.

3. These shares represent restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Common Stock on the applicable vesting date. One-half of these restricted stock units will vest on February 25, 2028 and the other half of such RSUs to vest on August 31, 2029. Vested shares will be issued to the reporting person as soon as practicable after the vesting date.

4. Consists of (i) 12,458 shares of Common Stock; (ii) 511 restricted stock units that vest in full on June 12, 2026; (iii) 776 restricted stock units that vest in full on February 25, 2027; (iv) 1,438 restricted stock units that vest ratably on each of February 25, 2027 and February 25, 2028; and (v) the restricted stock units reported on this Form 4.

Remarks:

The signatory is signing on behalf of Greg Gates pursuant to a Power of Attorney dated December 17, 2024.

	/s/ Robert S. Hatfield III, attorney-in-fact	02/27/2026
	** 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 equity awards did Greg Gates report in this LPLA Form 4?

Greg Gates reported multiple equity awards in LPL Financial Holdings Common Stock, including vested performance stock units and new restricted stock units. These represent stock-based compensation that vests over future dates and increases his potential ownership as conditions and time-based schedules are met.

How were Greg Gates’ performance stock units at LPL Financial (LPLA) earned?

The performance stock units granted on February 25, 2023 were earned at 81% of Greg Gates’ target award. The payout was based on LPL Financial’s total stockholder return relative to a predetermined peer group over a three-year performance period ending February 14, 2026.

What are the vesting schedules for Greg Gates’ new restricted stock units at LPLA?

Greg Gates received restricted stock units that vest ratably on February 25, 2027, 2028 and 2029, and another grant where half vests on February 25, 2028 and the remaining half on August 31, 2029. Each unit converts into one share of Common Stock at vesting.

Why did Greg Gates dispose of some LPL Financial (LPLA) shares in this filing?

He disposed of 1,293 shares of LPL Financial Common Stock at $318.47 per share to cover tax liabilities. This transaction was a tax-withholding disposition associated with equity vesting rather than an open-market sale intended to change his investment position.

What does Greg Gates’ post-transaction LPLA equity position include?

After the reported transactions, Greg Gates’ position includes shares of Common Stock and several restricted stock unit tranches. These units have defined vesting dates in 2026, 2027, 2028 and 2029, and each vested unit will deliver one share of Common Stock to him.