Fair Value Measurements | FAIR VALUE MEASUREMENTS Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are prioritized within a three-level fair value hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. There have been no transfers of assets or liabilities between these fair value measurement classifications during the nine months ended September 30, 2024 or 2023. The Company’s fair value measurements are evaluated within the fair value hierarchy, based on the nature of inputs used to determine the fair value at the measurement date. At September 30, 2024 and December 31, 2023, the Company had the following financial assets and liabilities that are measured at fair value on a recurring basis: Cash Equivalents — The Company’s cash equivalents include money market funds and U.S. government obligations, which are short term in nature with readily determinable values derived from active markets. Cash Equivalents Segregated Under Federal or Other Regulations — The Company’s cash equivalents segregated under federal or other regulations include U.S. treasury bills, which are short term in nature with readily determinable values derived from active markets. Trading Securities and Securities Sold, But Not Yet Purchased — The Company’s trading securities consist of house account model portfolios established and managed for the purpose of benchmarking the performance of its fee-based advisory platforms and temporary positions resulting from the processing of client transactions. The Company uses prices obtained from independent third-party pricing services to measure the fair value of its trading securities. Prices received from the pricing services are validated when security prices move beyond a certain deviation threshold using various methods including comparison to prices received from additional pricing services, comparison to available quoted market prices and review of other relevant market data including implied yields of major categories of securities. In general, these quoted prices are derived from active markets for identical assets or liabilities. When quoted prices in active markets for identical assets and liabilities are not available, the quoted prices are based on similar assets and liabilities or inputs other than the quoted prices that are observable, either directly or indirectly. For negotiable certificates of deposit and treasury securities, the Company utilizes market-based inputs, including observable market interest rates that correspond to the remaining maturities or the next interest reset dates. At September 30, 2024 and December 31, 2023, the Company did not adjust prices received from the independent third-party pricing services. Other Assets — The Company’s other assets include: (1) deferred compensation plan assets that are invested in life insurance, money market and other mutual funds, which are actively traded and valued based on quoted market prices; and (2) certain non-traded real estate investment trusts, which are valued using quoted prices for identical or similar securities and other inputs that are observable or can be corroborated by observable market data. Fractional Shares — The Company’s investment in fractional shares held by customers is reflected in other assets while the related purchase obligation for such shares is reflected in other liabilities. The Company uses prices obtained from independent third-party pricing services to measure the fair value of its investment in fractional shares held by customers and the related repurchase obligation. Prices received from the pricing services are validated using various methods including comparison to prices received from additional pricing services, comparison to available quoted market prices and review of other relevant market data including implied yields of major categories of securities. At September 30, 2024 and December 31, 2023, the Company did not adjust prices received from the independent third-party pricing services. Contingent Consideration — The Company measures contingent consideration liabilities at fair value at the acquisition date, as applicable, and thereafter on a recurring basis using unobservable (Level 3) inputs. These contingent consideration liabilities are reflected in other liabilities. See Note 4 - Acquisitions for additional information. Level 3 Recurring Fair Value Measurements The Company determines the fair value for its contingent consideration obligations using Monte-Carlo simulation and discounted cash flows models. Contingent payments are estimated by applying significant unobservable inputs, including forecasted growth rates applied to project future revenue or asset growth and discount rates which are based on the cost of debt and equity. These projections are measured against the performance targets specified in each respective acquisition agreement, which may include growth in assets under management, net new assets, asset conversion or retention, or revenue growth. Significant increases or decreases in the Company’s forecasted growth rates over the measurement period or discount rates would result in a higher or lower fair value measurement. The following tables summarize inputs used in the measurement of contingent consideration (dollars in thousands): Quantitative Information About Level 3 Fair Value Measurements September 30, 2024 Type Valuation Techniques Unobservable Inputs Range $ 136,794 Contingent Consideration Monte-Carlo Simulation Model Forecasted Growth Rates 12.0 % - 29.5 % Discount Rate 12.6 % - 16.6 % Equivalency Rate (1) 5.8 % - 5.8 % $ 136,794 ____________________ (1) Equivalency rate is defined as the prevailing market interest rate used to discount future payments. Quantitative Information About Level 3 Fair Value Measurements December 31, 2023 Type Valuation Techniques Unobservable Inputs Range $ 114,844 Contingent Consideration Monte-Carlo Simulation Model Forecasted Growth Rates 12.0 % - 29.5 % Discount Rate 13.6 % - 15.7 % 4,000 Contingent Consideration Discounted Cash Flow Model Discount Rate 9.3 % - 9.3 % $ 118,844 The following table summarizes the changes in fair value for the Company’s Level 3 liabilities during the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Balance - Beginning of period $ 129,848 $ 49,387 $ 118,844 $ 3,860 Additions 2,598 — 42,978 45,387 Payments (1,500) — (55,500) — Fair value adjustments 5,848 — 30,472 140 Balance - End of period $ 136,794 $ 49,387 $ 136,794 $ 49,387 Recurring Fair Value Measurements The following table summarizes the Company’s financial assets and financial liabilities measured at fair value on a recurring basis (in thousands): September 30, 2024 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 198 $ — $ — $ 198 Cash equivalents segregated under federal or other regulations 596,416 — — 596,416 Restricted cash 98,341 — — 98,341 Investment securities — trading: Mutual funds 16,556 — — 16,556 U.S. treasury obligations 77,772 — — 77,772 Equity securities 9 — — 9 Money market funds 109 — — 109 Debt securities — 248 — 248 Total investment securities — trading 94,446 248 — 94,694 Other assets: Deferred compensation plan 830,539 — — 830,539 Fractional shares — investment (1) 233,790 — — 233,790 Other investments — 4,189 — 4,189 Total other assets: 1,064,329 4,189 — 1,068,518 Total assets at fair value $ 1,853,730 $ 4,437 $ — $ 1,858,167 Liabilities Other liabilities: Securities sold, but not yet purchased: Equity securities $ 44 $ — $ — $ 44 Mutual funds 1 — — 1 Total securities sold, but not yet purchased 45 — — 45 Fractional shares — repurchase obligation (1) 233,790 — — 233,790 Contingent consideration — — 136,794 136,794 Total other liabilities 233,835 — 136,794 370,629 Total liabilities at fair value $ 233,835 $ — $ 136,794 $ 370,629 ____________________ (1) Investment in and related repurchase obligation for fractional shares resulting from the Company’s dividend reinvestment program (“DRIP”). The following table summarizes the Company’s financial assets and financial liabilities measured at fair value on a recurring basis (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 166 $ — $ — $ 166 Cash equivalents segregated under federal or other regulations 720,077 — — 720,077 Restricted cash 103,226 — — 103,226 Investment securities — trading: Mutual funds 50,518 — — 50,518 U.S. treasury obligations 25,388 — — 25,388 Money market funds 107 — — 107 Equity securities 43 — — 43 Debt securities — 32 — 32 Total investment securities — trading 76,056 32 — 76,088 Other assets: Deferred compensation plan 677,548 — — 677,548 Fractional shares — investment (1) 177,131 — — 177,131 Other investments — 3,960 — 3,960 Total other assets 854,679 3,960 — 858,639 Total assets at fair value $ 1,754,204 $ 3,992 $ — $ 1,758,196 Liabilities Other liabilities: Securities sold, but not yet purchased: Equity securities $ 487 $ — $ — $ 487 Mutual funds 55 — — 55 Total securities sold, but not yet purchased 542 — — 542 Fractional shares — repurchase obligation (1) 177,131 — — 177,131 Contingent consideration — — 118,844 118,844 Total other liabilities 177,673 — 118,844 296,517 Total liabilities at fair value $ 177,673 $ — $ 118,844 $ 296,517 ____________________ (1) Investment in and related repurchase obligation for fractional shares resulting from the Company’s DRIP. Fair Value of Financial Instruments Not Measured at Fair Value The following tables summarize the carrying values, fair values and fair value hierarchy level classification of financial instruments that are not measured at fair value (in thousands): September 30, 2024 Carrying Value Level 1 Level 2 Level 3 Total Fair Value Assets Cash $ 1,474,756 $ 1,474,756 $ — $ — $ 1,474,756 Cash segregated under federal or other regulations 786,451 786,451 — — 786,451 Restricted cash 6,540 6,540 — — 6,540 Receivables from clients, net 622,015 — 622,015 — 622,015 Receivables from brokers, dealers and clearing organizations 53,763 — 53,763 — 53,763 Advisor repayable loans, net (1) 358,043 — — 275,358 275,358 Other receivables, net 802,186 — 802,186 — 802,186 Investment securities — held-to-maturity securities 16,402 — 16,514 — 16,514 Other assets: Securities borrowed 6,734 — 6,734 — 6,734 Deferred compensation plan (2) 9,203 9,203 — — 9,203 Other investments (3) 6,034 — 6,034 — 6,034 Total other assets 21,971 9,203 12,768 — 21,971 Liabilities Client payables $ 2,039,140 $ — $ 2,039,140 $ — $ 2,039,140 Payables to brokers, dealers and clearing organizations 211,054 — 211,054 — 211,054 Corporate debt and other borrowings, net 4,441,913 — 4,491,906 — 4,491,906 December 31, 2023 Carrying Value Level 1 Level 2 Level 3 Total Fair Value Assets Cash $ 465,505 $ 465,505 $ — $ — $ 465,505 Cash segregated under federal or other regulations 1,287,235 1,287,235 — — 1,287,235 Restricted cash 4,954 4,954 — — 4,954 Receivables from clients, net 588,585 — 588,585 — 588,585 Receivables from brokers, dealers and clearing organizations 50,069 — 50,069 — 50,069 Advisor repayable loans, net (1) 340,985 — — 236,888 236,888 Other receivables, net 743,317 — 743,317 — 743,317 Investment securities - held-to-maturity securities 15,223 — 15,079 — 15,079 Other assets: Securities borrowed 4,334 — 4,334 — 4,334 Deferred compensation plan (2) 6,217 6,217 — — 6,217 Other investments (3) 4,695 — 4,695 — 4,695 Total other assets 15,246 6,217 9,029 — 15,246 Liabilities Client payables $ 2,266,176 $ — $ 2,266,176 $ — $ 2,266,176 Payables to brokers, dealers and clearing organizations 163,337 — 163,337 — 163,337 Corporate debt and other borrowings, net 3,734,111 — 3,680,199 — 3,680,199 __________________ (1) Includes repayable loans and forgivable loans which have converted to repayable upon advisor termination or change in agreed upon terms. (2) Includes cash balances awaiting investment or distribution to plan participants. (3) Other investments include Depository Trust Company common shares and Federal Reserve stock. |