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What changed in OPPENHEIMER HOLDINGS INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of OPPENHEIMER HOLDINGS INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+336 added−314 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in OPPENHEIMER HOLDINGS INC's 2025 10-K

336 paragraphs added · 314 removed · 245 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

90 edited+15 added−11 removed121 unchanged
Biggest changeThe size of Oppenheimer's securities positions and other financial instrument holdings varies substantially based upon economic and market conditions, allocations of capital, underwriting commitments and trading volume. Also, the aggregate value of inventories of securities which Oppenheimer may carry is limited by the Net Capital Rule.
Biggest changeThe Company is not subject to the “Volcker Rule” restrictions on proprietary trading that went into effect in July 2015, as it only applies to banks and other subsidiaries of bank holding companies. The size of Oppenheimer's securities positions and other financial instrument holdings varies substantially based upon economic and market conditions, allocations of capital, underwriting commitments and trading volume.
Oppenheimer Europe Ltd., which is based in the United Kingdom, with offices in the Isle of Jersey and Switzerland, provides institutional equities and fixed income brokerage and corporate finance as well as investment banking and fund placement activities and is regulated by the Financial Conduct Authority in the United Kingdom, and the Jersey Financial Services Commission in the Isle of Jersey.
Oppenheimer Europe Ltd., which is based in the United Kingdom, with offices in the Isle of Jersey and Switzerland, provides institutional equities, fixed income brokerage and corporate finance services as well as investment banking and fund placement activities and is regulated by the Financial Conduct Authority in the United Kingdom, and the Jersey Financial Services Commission in the Isle of Jersey.
Equities Capital Markets — Oppenheimer provides a full spectrum of capital raising solutions for corporate clients through initial public offerings, both fully and confidentially marketed public follow-on offerings, convertible note offerings, registered directs, private investments in public equity, private placements, at-the-market offerings, and special purpose acquisition companies ("SPACs").
Equities Capital Markets — Oppenheimer provides a full spectrum of equity and equity-like capital raising solutions for corporate clients through initial public offerings, both fully and confidentially marketed public follow-on offerings, convertible note offerings, registered directs, private investments in public equity, private placements, at-the-market offerings, and special purpose acquisition companies ("SPACs").
Discretionary Advisory Accounts - Oppenheimer offers two discretionary portfolio management programs. Through its Omega and Alpha programs, Oppenheimer offers client-focused discretionary fee-based investment programs managed by Oppenheimer advisors. Non-Discretionary Advisory Accounts - Under Oppenheimer's Preference Program, Oppenheimer provides fee-based non-discretionary investment advisory services and consultation to clients.
Discretionary Advisory Accounts - Oppenheimer offers two discretionary portfolio management programs. Through its Omega and Alpha programs, Oppenheimer offers client-focused discretionary fee-based investment programs managed by Oppenheimer financial advisors. Non-Discretionary Advisory Accounts - Under Oppenheimer's Preference Program, Oppenheimer provides fee-based non-discretionary investment advisory services and consultation to clients.
On an ongoing basis, the Company is committed to providing the highest level of learning for its employee base through Oppenheimer University, our eLearning platform comprised of a deep catalogue of content curated to the specific learning needs of our employees, covering a wide range of business areas, financial products, corporate matters, and regulatory and compliance training.
On an ongoing basis, the Company is committed to providing the highest level of learning for its employee base through Oppenheimer University, our e-Learning platform comprised of a deep catalogue of content curated to the specific learning needs of our employees, covering a wide range of business areas, financial products, corporate matters, and regulatory and compliance training.
The Company's human capital network includes, but is not limited to, financial advisors, research analysts, investment bankers, sales and trading professionals, portfolio managers, market analysts as well as employees in various support functions throughout the firm. The Company's human capital management strategy is defined and overseen by the Management Committee in collaboration with the Chairman and CEO.
The Company's human capital network includes, but is not limited to, financial advisors, research analysts, investment bankers, sales and trading professionals, portfolio managers, market analysts as well as employees in various support functions throughout the Firm. The Company's human capital management strategy is defined and overseen by the Management Committee in collaboration with the President/CEO.
Oppenheimer Investments Asia Limited is required to maintain Required Liquid Capital of the greater of HKD 3.0 million or 5% of Adjusted Liabilities as defined by the Hong Kong Securities and Futures Financial Resources Rules. As of December 31, 2024, Oppenheimer Investments Asia Limited was in compliance with its regulatory requirements.
Oppenheimer Investments Asia Limited is required to maintain Required Liquid Capital of the greater of HKD 3.0 million or 5% of Adjusted Liabilities as defined by the Hong Kong Securities and Futures Financial Resources Rules. As of December 31, 2025, Oppenheimer Investments Asia Limited was in compliance with its regulatory requirements.
In 2020, the DOL published its final prohibited transaction exemption (“PTE”) addressing investment advice fiduciaries to ERISA plans and IRAs.
In 2020, the DOL published its final prohibited transaction exemption (“PTE”) addressing investment advice fiduciaries provide to ERISA plans and IRAs.
Several new rules have been adopted to regulate and/or prohibit proprietary trading for certain deposit taking institutions, control the amount and timing of compensation to "highly paid" employees, require the adoption of policies to "clawback" erroneously awarded compensation to executive officers, mandate disclosure of information reflecting the relationship between executive compensation paid and the entity's financial performance, create new regulations around financial transactions with retirement plans and increase the disclosures provided to clients.
Several new rules have been adopted to regulate and/or prohibit proprietary trading for certain deposit taking 12 Table of Contents institutions, control the amount and timing of compensation to "highly paid" employees, require the adoption of policies to "clawback" erroneously awarded compensation to executive officers, mandate disclosure of information reflecting the relationship between executive compensation paid and the entity's financial performance, create new regulations around financial transactions with retirement plans and increase the disclosures provided to clients.
Oppenheimer Trust is a limited purpose trust company licensed by the Delaware State Bank Commissioner to provide fiduciary and related services. Oppenheimer Trust is required to maintain capital of $4.15 million. As of December 31, 2024, Oppenheimer Trust was in compliance with its capital requirements.
Oppenheimer Trust is a limited purpose trust company licensed by the Delaware State Bank Commissioner to provide fiduciary and related services. Oppenheimer Trust is required to maintain capital of $4.15 million. As of December 31, 2025, Oppenheimer Trust was in compliance with its capital requirements.
The Company has taken numerous actions, and incurred substantial expenses, since the passage of the legislation to comply with the Sarbanes-Oxley Act. Management has determined that the Company's internal control over financial reporting as of December 31, 2024 was effective.
The Company has taken numerous actions, and incurred substantial expenses, since the passage of the legislation to comply with the Sarbanes-Oxley Act. Management has determined that the Company's internal control over financial reporting as of December 31, 2025 was effective.
Numerous other states are considering privacy legislation either along the lines of, or with more onerous requirements than, the CCPA, or have adopted new privacy laws that will go into effect in 2025 and 2026. 13 Table of Contents The General Data Protection Regulation (“GDPR”) imposes additional requirements for companies that collect or store personal data of European Union residents.
Numerous other states are considering privacy legislation either along the lines of, or with more onerous requirements than, the CCPA, or have adopted new privacy laws that will go into effect in 2025 and 2026. The General Data Protection Regulation (“GDPR”) imposes additional requirements for companies that collect or store personal data of European Union residents.
The stocks in which Oppenheimer makes a market may also include those of issuers which are followed by Oppenheimer's research department. 4 Table of Contents Equity Research — Oppenheimer provides regular research reports, notes and earnings updates and also sponsors research conferences where the management of covered companies can meet with investors in a group format as well as in one-on-one meetings.
The stocks in which Oppenheimer makes a market may also include those of issuers which are followed by Oppenheimer's research department. Equity Research — Oppenheimer provides regular research reports, notes and earnings updates and also sponsors research conferences where the management of covered companies can meet with investors in a group format as well as in one-on-one meetings.
SIPC is funded through assessments on registered broker-dealers. In addition, Oppenheimer has purchased additional "excess of SIPC" policy protection from certain underwriters at Lloyd's of London of an additional $99.5 million (and $900,000 for claims for cash balances) per customer. The "excess of SIPC" policy has an overall aggregate limit of liability of $300.0 million.
SIPC is funded through assessments on registered broker-dealers. In addition, Oppenheimer has purchased additional "excess of SIPC" 15 Table of Contents policy protection from certain underwriters at Lloyd's of London of an additional $99.5 million (and $900,000 for claims for cash balances) per customer. The "excess of SIPC" policy has an overall aggregate limit of liability of $300.0 million.
Mergers & Acquisitions — Oppenheimer advises buyers and sellers on sales, divestitures, mergers, acquisitions, tender offers, privatizations, and joint ventures. Oppenheimer provides dedicated senior banker leadership throughout the life cycle of each financial advisory transaction, which combines our structuring and negotiating expertise with our industry knowledge, extensive relationships and capital markets capabilities.
Mergers and Acquisitions — Oppenheimer advises buyers and sellers on sales, divestitures, mergers, acquisitions, tender offers, privatizations, and joint ventures. Oppenheimer provides dedicated senior banker leadership throughout the process of each financial advisory transaction, which combines our structuring and negotiating expertise with our industry knowledge, extensive relationships and capital markets capabilities.
Oppenheimer also publishes desk analysis with respect to a number of such securities. Risk of loss upon default by the borrower is significantly greater with respect to unrated or non-investment grade securities than with investment grade securities. These securities are generally unsecured and are often subordinated to other creditors of the issuer.
Oppenheimer also publishes desk analysis with respect to a number of such securities. Risk of loss upon default by the borrower is significantly greater with respect to unrated or non-investment grade securities than with investment grade securities. These securities are generally unsecured and 5 Table of Contents are often subordinated to other creditors of the issuer.
These programs are designed to provide competitive compensation and financial incentives for employees in meeting various performance targets which drive the overall financial performance of the Company while taking into account the Company's overall financial performance, individual performance, as well as the Company's corporate and risk management objectives.
These programs are designed to provide competitive 9 Table of Contents compensation and financial incentives for employees in meeting various performance targets which drive the overall financial performance of the Company while taking into account the Company's overall financial performance, individual performance, as well as the Company's corporate and risk management objectives.
The California Privacy Rights Act of 2020, effective January 1, 2023, subsequently amends the CCPA in a number of ways, including, without limitation, by introducing a new data category and additional privacy principles, as well as expanding data subject rights and establishing a dedicated privacy regulator.
The California Privacy Rights Act of 2020, effective January 1, 2023, subsequently amends the CCPA in a number of 13 Table of Contents ways, including, without limitation, by introducing a new data category and additional privacy principles, as well as expanding data subject rights and establishing a dedicated privacy regulator.
Oppenheimer and Freedom are each registered as a broker-dealer in the 50 states and the District of Columbia and Puerto Rico. Oppenheimer Europe Ltd. is regulated by the Financial Conduct Authority ("FCA") in the United Kingdom and the Jersey Financial Services Commission ("JFSC") in the Isle of Jersey.
Oppenheimer is registered as a broker-dealer in the 50 states and the District of Columbia and Puerto Rico. Oppenheimer Europe Ltd. is regulated by the Financial Conduct Authority ("FCA") in the United Kingdom and the Jersey Financial Services Commission ("JFSC") in the Isle of Jersey.
Oppenheimer is a leading underwriter of mid- and small-cap equity offerings, where it may act as a Lead Book runner, Joint Book runner or Co-Manager as the case may be. In addition, Oppenheimer provides significant expertise and underwriting support to issuers of convertible debt, including the restructuring of such issues.
Oppenheimer is a leading underwriter of mid- and small-cap equity offerings, where it may act as a Lead Book runner, Joint Book runner or Co-Manager as the case may be. In addition, Oppenheimer provides significant expertise and underwriting support to issuers of convertible debt.
In addition, the Company has a relatively flat management structure that fosters innovative thought generation and quick decision-making. Employees are encouraged to escalate business issues, which 8 Table of Contents are dealt with effectively and efficiently, in part, because Company management endeavors to always be accessible and accountable.
In addition, the Company has a relatively flat management structure that fosters innovative thought generation and quick decision-making. Employees are encouraged to escalate business issues, which are dealt with effectively and efficiently, in part, because Company management endeavors to always be accessible and accountable.
See note 19 to the consolidated financial statements appearing in Item 8 for further information on the Company's regulatory capital requirements.
See Note 18 to the consolidated financial statements appearing in Item 8 for further information on the Company's regulatory capital requirements.
Oppenheimer provides fundamental equity research, execution services and access to all major U.S. equity exchanges, the Over the Counter Market, and alternative execution venues, in addition to capital markets/origination, various arbitrage strategies, portfolio and electronic trading. Oppenheimer offers a suite of quantitative and algorithmic trading solutions to access liquidity in global markets.
Oppenheimer provides fundamental equity research, execution services and access to all major U.S. equity exchanges and alternative execution venues, in addition to capital markets/origination, various arbitrage strategies, portfolio and electronic trading. Oppenheimer offers a suite of quantitative and algorithmic trading solutions to access liquidity in global markets.
Compliance with the Net Capital Rule could limit those operations of the brokerage subsidiaries of the Company that require the intensive use of capital, such as underwriting and trading activities and the financing of customer account balances, and also could restrict the Company's ability to withdraw capital from its brokerage subsidiaries, which in turn could limit the Company's ability to pay dividends, repay debt and redeem or purchase shares of its outstanding capital stock.
Compliance with the Net Capital Rule could limit the operations of Oppenheimer that require the intensive use of capital, such as underwriting and trading activities and the financing of customer account balances, and also could restrict the Company's ability to withdraw capital from Oppenheimer, which in turn could limit the Company's ability to pay dividends, repay debt and redeem or purchase shares of its outstanding capital stock.
(Freedom computes net capital under the basic formula as provided by the Net Capital Rule.) Under the alternative method, Oppenheimer is required to maintain a minimum "net capital", as defined in the Net Capital Rule, at least equal to 2% of the amount of its "aggregate debit items" computed in accordance with the Formula for Determination of Reserve Requirements for Brokers and Dealers or $1.5 million, whichever is greater.
Under the alternative method, Oppenheimer is required to maintain a minimum "net capital", as defined in the Net Capital Rule, at least equal to 2% of the amount of its "aggregate debit items" computed in accordance with the Formula for Determination of Reserve Requirements for Brokers and Dealers or $1.5 million, whichever is greater.
WEALTH MANAGEMENT Through its Wealth Management division, Oppenheimer provides a comprehensive array of financial services through a network of 931 financial advisors in 88 offices located throughout the United States. Clients include high-net-worth individuals and families, corporate executives, and public and private businesses.
WEALTH MANAGEMENT Through its Wealth Management business, Oppenheimer provides a comprehensive array of financial services through a network of 924 financial advisors in 88 offices located throughout the United States. Clients include high-net-worth individuals and families, corporate executives, and public and private businesses.
The Company’s Chief Executive Officer will provide recommendations to the Compensation Committee with respect to salary, bonus, and other compensation paid to senior management and other employees. In turn, senior management will 9 Table of Contents make recommendations to the Chief Executive Officer regarding remuneration for their direct reports in various business and support functions.
The Company’s Chief Executive Officer will provide recommendations to the Compensation Committee with respect to salary, bonus, and other compensation paid to senior management and other employees. In turn, senior management will make recommendations to the Chief Executive Officer regarding remuneration for their direct reports in various business and support functions.
A breakdown of the firm’s compensation as a percentage of revenue by business segment is as follows: 2024 2023 2022 Total Firm 65.4 % 62.7 % 66.7 % Wealth Management 52.9 % 47.6 % 51.9 % Capital Markets 72.3 % 77.9 % 77.3 % Employee Safety and Well-Being The health and well-being of our employees and their loved ones is paramount to the firm.
A breakdown of the Firm’s compensation as a percentage of revenue by business segment is as follows: 2025 2024 2023 Total Firm 62.1 % 65.4 % 62.7 % Wealth Management 52.1 % 52.9 % 47.6 % Capital Markets 60.9 % 72.3 % 77.9 % Employee Safety and Well-Being The health and well-being of our employees and their loved ones is paramount to the Firm.
Securities Investor Protection Corporation ("SIPC") Oppenheimer and Freedom are each members of the SIPC, which provides, in the event of the liquidation of a broker-dealer, protection for customers' accounts (including the customer accounts of other securities firms when it acts on their behalf as a clearing broker) held by the firm of up to $500,000 for each customer, subject to a limitation of $250,000 for claims for cash balances.
Securities Investor Protection Corporation ("SIPC") Oppenheimer is a member of the SIPC, which provides, in the event of the liquidation of a broker-dealer, protection for customers' accounts (including the customer accounts of other securities firms when it acts on their behalf as a clearing broker) held by the Firm of up to $500,000 for each customer, subject to a limitation of $250,000 for claims for cash balances.
The new rulemaking has fundamentally altered the provision of research to financial institutions and also requires the registration of all market participants. This rulemaking has negatively impacted the overall availability of commission revenue in payment for equity research and negatively impacted the liquidity of markets for equities and fixed income securities in Europe. Fiduciary Standard — Rulemaking by the U.S.
The new rulemaking has fundamentally altered the provision of research to financial institutions and also requires the registration of all market participants. This rulemaking has negatively impacted the overall availability of commission revenue in payment for equity research and negatively impacted the liquidity of markets for equities and fixed income securities in Europe.
Platform support functions include sales and marketing along with administrative services such as trade execution, client services, records management and client reporting and performance monitoring as well as custody through Oppenheimer. At December 31, 2024, the Company had $49.4 billion of client assets under management ("AUM") in fee-based programs.
Platform support functions include sales and marketing along with administrative services such as trade execution, client services, records management and client reporting and performance monitoring as well as custody through Oppenheimer. At December 31, 2025, the Company had $55.2 billion of client assets under management ("AUM") in fee-based programs.
Clients may choose a variety of ways to establish a relationship and conduct business including brokerage accounts with transaction-based pricing and/or investment advisory accounts with asset-based fee pricing. As of December 31, 2024, the Company held client assets under administration of $129.5 billion.
Clients may choose a variety of ways to establish a relationship and conduct business including brokerage accounts with transaction-based pricing and/or investment advisory accounts with asset-based fee pricing. As of December 31, 2025, the Company held client assets under administration of $143.3 billion.
BondWave LLC The Company acquired BondWave LLC (“BondWave”), in December of 2023. BondWave is a cloud-based financial market software-as-a-service provider which offers institutions and broker-dealers active in fixed income markets with an integrated suite of portfolio analytics, transaction analytics and proprietary data solutions.
BondWave LLC BondWave LLC ("BondWave") is a cloud-based financial market software-as-a-service provider which offers institutions and broker-dealers active in fixed income markets with an integrated suite of portfolio analytics, transaction analytics and proprietary data solutions.
("Oppenheimer"), a New York-based securities broker-dealer and investment adviser, Oppenheimer Asset Management Inc. and its subsidiary advisors ("OAM"), a New York-based investment adviser, Freedom Investments, Inc. ("Freedom"), a discount securities broker-dealer based in New Jersey, Oppenheimer Trust Company of Delaware Inc. ("Oppenheimer Trust"), a Delaware limited purpose bank, and OPY Credit Corp.
("Oppenheimer"), a New York-based securities broker-dealer and investment adviser, Oppenheimer Asset Management Inc. and its subsidiary advisors ("OAM"), a New York-based investment adviser, Oppenheimer Trust Company of Delaware Inc. ("Oppenheimer Trust"), a Delaware limited purpose bank, and OPY Credit Corp.
Money Market Funds — The SEC adopted amendments to the rules that govern money market mutual funds. The amendments make structural and operational reforms to address risks of excessive withdrawals over relatively short time frames by investors from money market funds, while preserving the benefits of the funds. Oppenheimer does not sponsor any money market funds.
The amendments make structural and operational reforms to address risks of excessive withdrawals over relatively short time frames by investors from money market funds, while preserving the benefits of the funds. Oppenheimer does not sponsor any money market funds.
Public Finance and Municipal Trading Public Finance - Oppenheimer's public finance group advises and raises capital for state and local governments, public agencies, private developers and other borrowers. The group assists its clients by developing and executing capital financing plans that meet our clients' objectives and by maintaining strong national institutional and retail securities distribution capabilities.
Public Finance - Oppenheimer's public finance group raises capital for state and local governments, public agencies, private developers, non-profit organizations and other borrowers. The group assists its clients by developing and executing capital financing plans that meet the clients’ objectives, and by maintaining strong national institutional and retail securities distribution capabilities.
Taxable Fixed Income Oppenheimer employs over 110 d edicated fixed income sales and trading professionals in offices in the U.S., the United Kingdom (London), the Isle of Jersey (St. Helier) and Asia (Hong Kong).
Taxable Fixed Income Oppenheimer employs over 148 dedicated fixed income sales and trading professionals in offices in the U.S., the United Kingdom (London), the Isle of Jersey (St. Helier) and Asia (Hong Kong).
The Company makes available free of charge through its website its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, 15 Table of Contents proxy and information statements and other SEC filings and all amendments to those reports within 24 hours of such material being electronically filed with or furnished to the SEC. 16 Table of Contents
The Company makes available free of charge through its website its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements and other SEC filings and all amendments to those reports as soon as reasonably possible upon such material being electronically filed with or furnished to the SEC. 16 Table of Contents
Mutual Fund Managed Accounts - The Company offers two fee-based mutual fund managed account programs through Portfolio Advisory Services ("PAS"): (i) PAS, a non-discretionary advisory program where clients choose mutual funds approved by the Company to create strategic asset allocations; and (ii) PAS Directed, a discretionary advisory program where an Oppenheimer advisor chooses the mutual funds to create the asset allocation and portfolio construction.
Mutual Fund Managed Accounts - The Company offers three fee-based mutual fund managed account programs through Portfolio Advisory Services ("PAS"): (i) PAS Flex, a non-discretionary advisory program where clients choose mutual funds approved by the Company to create strategic asset allocations; (ii) PAS Directed, a discretionary advisory program where an Oppenheimer financial advisor chooses the mutual funds to create the asset allocation and portfolio construction; and (iii) PAS Research, a discretionary advisory program where OAM’s Consulting Group chooses the mutual funds to create strategic asset allocations.
Oppenheimer Israel Ltd. operates subject to the authority of the Israel Securities Authority. 11 Table of Contents Broker-dealer Regulation — The regulations to which broker-dealers are subject cover all aspects of the securities business, including sales methods, trade practices among broker-dealers, the use and safekeeping of customers' funds and securities, capital structure of securities firms, record keeping and the conduct of directors, officers and employees.
Broker-dealer Regulation — The regulations to which broker-dealers are subject cover all aspects of the securities business, including sales methods, trade practices among broker-dealers, the use and safekeeping of customers' funds and securities, capital structure of securities firms, record keeping and the conduct of directors, officers and employees.
The SEC and/or SROs may in certain circumstances restrict the Company's brokerage subsidiaries' ability to withdraw excess net capital and transfer it to the Company or to other Operating Subsidiaries or to expand the Company's business. As of December 31, 2024, Oppenheimer and Freedom were in compliance with their regulatory requirements.
The SEC and/or SROs may in certain circumstances restrict Oppenheimer's ability to withdraw excess net capital and transfer it to the Company or to other Operating Subsidiaries or to expand the Company's business. As of December 31, 2025, Oppenheimer was in compliance with their regulatory requirements.
Institutional Fixed Income Sales and Trading - Oppenheimer trades and holds positions in public and private debt (including sovereign debt) securities, including investment and non-investment grade, distressed and convertible corporate securities as well as municipal securities and trade claims.
Institutional Fixed Income Sales and Trading - Oppenheimer trades and may hold positions in public and private debt (including sovereign debt) securities, including investment and non-investment grade, distressed loans and securities, convertible corporate securities, municipal securities and trade claims.
Any such investments may also be a pre-cursor to offering participations in such investments through private early round partnership interests to qualified high net worth investors. 6 Table of Contents CONSOLIDATED SUBSIDIARIES Oppenheimer & Co. Inc. Oppenheimer is a registered broker-dealer with the U.S.
Any such investments may also be a pre-cursor to offering participations in such investments through private early round partnership interests to qualified high net worth investors. 6 Table of Contents CONSOLIDATED SUBSIDIARIES Oppenheimer & Co. Inc.
Oppenheimer acts as underwriter or placement agent on high yield senior and subordinated debt offerings as well as on bond financings for Emerging Market issuers. Oppenheimer focuses on structuring and distributing public and private debt through a variety of financing transactions, including 144A / Reg S issuances, securitizations, leveraged buyouts, recapitalizations and Chapter 11 exit financings.
Oppenheimer acts as underwriter, arranger or placement agent on senior and subordinated debt offerings for developed market and emerging-market issuers. Oppenheimer focuses on structuring and distributing public and private debt through a variety of financing transactions, including 144A / Reg S and 4(a)(2) issuances, securitizations, leveraged buyouts, recapitalizations, and Chapter 11 exit financings, among others.
The human capital needs of our business are also supported by the Company’s Human Resources Department, which reports into the Chief Financial Officer. At December 31, 2024, the Company employed 3,018 employees (2,977 full-time and 41 part-time), of whom 931 were financial advisors.
The human capital needs of our business are also supported by the Company’s Human Resources Department, which reports into the Chief Financial Officer. At December 31, 2025, the Company employed 2,947 employees (2,906 full-time and 41 part-time), of whom 924 were financial advisors.
Our people and culture are the cornerstones of our firm and our ability to deliver outstanding financial services to our clients. This culture is best exemplified by an employee base consisting of a high percentage of long-tenured, experienced professionals complemented by an up-and-coming talented group of associates in which the firm has and continues to invest time, effort and resources.
This culture is best exemplified by an employee base consisting of a high percentage of long-tenured, experienced professionals complemented by an up-and-coming talented group of associates in which the Firm has and continues to invest time, effort and resources.
In addition, Oppenheimer faces increasing competition from other sources, such as commercial banks, insurance companies, private equity and financial sponsors and certain major corporations that have entered the securities industry through acquisition, including Fintech competitors offering online investment services to smaller investors.
In addition, Oppenheimer faces increasing competition from other sources, such as commercial banks, insurance companies, private equity and financial sponsors and certain major corporations that have entered the securities industry through acquisition, including Fintech competitors offering online investment services to smaller investors. Many online firms offer “free” trades to all investors, which have become increasingly popular with small investors.
Debt Capital Markets — Oppenheimer offers a full range of debt capital markets solutions for domestic and international companies as well as foreign governments and quasi-sovereign institutions. We offer advice and counsel to issuers on deliberations leading to ratings issued by major rating agencies.
Debt Capital Markets — Oppenheimer offers a full range of debt capital markets solutions for domestic and international companies as well as foreign governments and quasi-sovereign institutions. We offer ratings advisory services to issuers in connection with ratings issued by major rating agencies.
REGULATORY CAPITAL REQUIREMENTS As registered broker-dealers and member firms regulated by FINRA, Oppenheimer and Freedom are subject to certain net capital requirements pursuant to Rule 15c3-1 (the "Net Capital Rule") promulgated under the Exchange Act.
REGULATORY CAPITAL REQUIREMENTS As a registered broker-dealer and member firm regulated by FINRA, Oppenheimer is subject to certain net capital requirements pursuant to Rule 15c3-1 (the "Net Capital Rule") promulgated under the Exchange Act.
The Net Capital Rule, which specifies minimum net capital requirements for registered brokers and dealers, is designed to measure the general financial integrity and liquidity of a broker-dealer and requires that at least a minimum part of its assets be kept in liquid form. 14 Table of Contents Oppenheimer elects to compute net capital under the alternative method of calculation permitted by the Net Capital Rule.
The Net Capital Rule, which specifies minimum net capital requirements for registered brokers and dealers, is designed to measure the general financial integrity and liquidity of a broker-dealer and requires that at least a minimum part of its assets be kept in liquid form.
Oppenheimer's high yield corporate bond research effort is designed to identify United States debt issuances that provide a combination of high current yield plus capital appreciation over the short to medium term as well as other special situations that may generate an attractive return.
Oppenheimer's high yield corporate bond research effort is designed to identify United States debt issuances that provide a combination of high current yield plus capital appreciation over the short to medium term as well as other special situations that may generate an attractive return. Our mortgage-backed securities practice focuses on the detailed analysis of individual agency and non-agency mortgage-backed securities.
The Consumer Financial Protection Bureau also implemented new rules affecting the interaction between financial institutions and consumers. 12 Table of Contents Under rules issued by the SEC regarding registration of municipal advisers, certain activities will be covered by the fiduciary duty of a municipal adviser to its government clients imposed by the Dodd-Frank Act, and result in the need for new written representations by issuers.
Under rules issued by the SEC regarding registration of municipal advisers, certain activities will be covered by the fiduciary duty of a municipal adviser to its government clients imposed by the Dodd-Frank Act, and result in the need for new written representations by issuers.
BondWave also offers municipal bond data analysis, news and information to financial institutions. 7 Table of Contents ADMINISTRATION AND OPERATIONS Administration and operations personnel are responsible for the processing of securities transactions; the receipt, identification and delivery of funds and securities; the maintenance of internal financial controls; accounting functions; custody of customers' securities; the handling of margin accounts for Oppenheimer and its correspondents; and general office services.
ADMINISTRATION AND OPERATIONS Administration and operations personnel are responsible for the processing of securities transactions; the receipt, identification and delivery of funds and securities; the maintenance of internal financial controls; accounting functions; custody of customers' securities; the handling of margin accounts for Oppenheimer and its correspondents; and general office services.
Margin Lending — Oppenheimer extends credit to its customers, collateralized by securities and cash in the customer's account, for a portion of the purchase price, and receives income from interest on such extensions of credit at interest rates derived from Oppenheimer's base rate as adjusted, from time to time.
Margin Lending — Oppenheimer extends credit to its customers, collateralized by securities and cash in the customer's account, for a portion of the purchase price, and receives income from interest on such extensions of credit at interest rates derived from Oppenheimer's base rate as adjusted, from time to time. 2 Table of Contents OAM is responsible for the Company's advisory programs and alternative investments businesses offered to the Firm’s wealth management clients.
Oppenheimer Investments Asia Limited is regulated by the Securities and Futures Commission ("SFC") in Hong Kong.
Oppenheimer Investments Asia Limited is regulated by the Securities and Futures Commission ("SFC") in Hong Kong. Oppenheimer Israel Ltd. operates subject to the authority of the Israel Securities Authority.
Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"), and an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and transacts business on various exchanges.
Oppenheimer is a registered broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and a member of FINRA, and an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and transacts business on various exchanges.
Oppenheimer Investments Asia Limited Oppenheimer Investments Asia Limited, which is based in Hong Kong, China, provides fixed income and equities brokerage services to institutional investors and is regulated by the Securities and Futures Commission in Hong Kong. Oppenheimer Europe Ltd.
Freedom’s de-registration as an SEC-registered broker-dealer became effective on January 30, 2026. Oppenheimer Investments Asia Limited Oppenheimer Investments Asia Limited, which is based in Hong Kong, China, provides fixed income and equities brokerage services to institutional investors and is regulated by the Securities and Futures Commission in Hong Kong. Oppenheimer Europe Ltd.
Additionally, foreign-based securities firms and commercial banks regularly offer their services in performing a variety of investment banking functions including mergers and acquisitions advice, leveraged buy-out financing, merchant banking, and bridge financing, all in direct competition with U.S. investment banks.
Additionally, foreign-based securities firms and commercial banks regularly offer their services in performing a variety of investment banking functions including mergers and acquisitions advice, leveraged buy-out financing, merchant banking, and bridge financing, all in direct competition with U.S. investment banks. 10 Table of Contents We also compete with companies that offer web-based financial services and discount brokerage services, usually with lower levels of service, to individual clients.
The requirements of the CAT have been and will continue to be expensive to implement and present potential privacy issues that may not be protected under existing rule-making and may make the Company liable for improper disclosure or cybersecurity hacking of the CAT database.
The requirements of the CAT have been and will continue to be expensive to implement and present potential privacy issues that may not be protected under existing rule-making and may make the Company liable for improper disclosure or cybersecurity hacking of the CAT database. 14 Table of Contents Trust Company Regulation — Oppenheimer Trust is a limited purpose trust company organized under the laws of Delaware and is regulated by the Office of the State Banking Commissioner.
Growing disruptions, arising from climate events, make the issue of business continuity both more important and less predictable than in previous periods. REGULATION Self-Regulatory Organization Membership — Oppenheimer is a member firm of the FINRA, a self-regulatory organization ("SROs"). In addition, Oppenheimer has satisfied the requirements of the Municipal Securities Rulemaking Board ("MSRB") for effecting customer transactions in municipal securities.
Growing disruptions, arising from climate events, make the issue of business continuity both more important and less predictable than in previous periods. REGULATION Self-Regulatory Organization Membership — Oppenheimer is a member firm of FINRA, a self-regulatory organization ("SRO") for broker-dealers and their registered representatives.
In recent years, online firms have offered “free” trades to all investors, which have become increasingly popular with small investors. To date, this competitive threat has not demonstrably impacted the Company’s business as it primarily is attractive to smaller investors who are not a target client group for the Company.
To date, this competitive threat has not demonstrably impacted the Company’s business as it primarily is attractive to smaller investors who are not a target client group for the Company.
Smaller broker-dealers were required to report equity and option trades in 2021. In May 2024, client personal information began to be submitted. The CAT NMS Plan requires SROs to create plans to eliminate duplicative reporting. In February, 2025, the SEC proposed to cease requiring the submission of client Personal Information (PII) effective immediately.
In May 2024, client personal information began to be submitted. The CAT NMS Plan requires SROs to create plans to eliminate duplicative reporting. In February 2025, the SEC issued an exemptive order allowing CAT participants to cease requiring the submission of client personal identifiable information ("PII") effective immediately.
The business includes discretionary and non-discretionary fee-based programs sponsored by Oppenheimer, OAM, Oppenheimer Investment Advisers ("OIA"), and Oppenheimer Investment Management LLC ("OIM"), as well as alternative investments sponsored through Advantage Advisers Multi Manager LLC, Advantage Advisers Management, LLC and Oppenheimer Alternative Investment Management LLC.
The business includes discretionary and non-discretionary fee-based programs sponsored by Oppenheimer, OAM, and Oppenheimer Investment Management LLC ("OIM"), as well as alternative investments sponsored through Advantage Advisers Multi Manager LLC, Advantage Advisers Management, LLC and Oppenheimer Alternative Investment Management LLC. OAM offers tailored investment management solutions and services to high-net-worth private clients, institutions and corporations and/or plans sponsored by them.
Equities Division Oppenheimer employs 38 senior research analysts covering approximately 675 equity securities, primarily listed in the U.S. and over 75 dedicated equity sales and trading professionals in offices throughout the U.S. and in the UK (London), Switzerland (Geneva), and Asia (Hong Kong).
Services include bespoke strategic and tactical fundraising advisory as well as primary fundraising, secondaries, co-investments and direct transactions. 4 Table of Contents Equities Division Oppenheimer employs 36 senior research analysts covering approximately 675 equity securities, primarily listed in the U.S. and over 75 dedicated equity sales and trading professionals in offices throughout the U.S. and in the UK (London), Switzerland (Geneva), and Asia (Hong Kong).
Our ability to compete effectively in these businesses is substantially dependent on our continuing ability to attract, retain and motivate qualified professionals, including successful financial advisors, research analysts, investment bankers, trading professionals, portfolio managers and other revenue producing or specialized support personnel. 10 Table of Contents The Company believes that the principal factors affecting competition in the securities and investment banking industries are the quality and ability of professional personnel and relative prices of services and products offered.
Our ability to compete effectively in these businesses is substantially dependent on our continuing ability to attract, retain and motivate qualified professionals, including successful financial advisors, research analysts, investment bankers, trading professionals, portfolio managers and other revenue producing or specialized support personnel.
Our mortgage backed securities practice focuses on the detailed analysis of individual agency and non-agency mortgage backed securities. Research 5 Table of Contents professionals cover Emerging Market fixed income issuers, focus on sovereign bonds and provide commentary on Emerging Market corporate bond issuers. Municipal bond research professionals are dedicated to the tax-exempt municipal bond market.
Research professionals cover Emerging Market fixed income issuers, focus on sovereign bonds and provide commentary on Emerging Market corporate bond issuers. Municipal bond research professionals are dedicated to the tax-exempt municipal bond market.
In addition to underwriting longer-term municipal securities, Oppenheimer also underwrites municipal revenue anticipation, tax anticipation and bond anticipation notes for local government issuers, as well as short-term bonds for bridge financing and real estate projects. Municipal Trading - Oppenheimer has regionally-based municipal bond trading desks serving our retail financial advisors and their clients.
In addition to underwriting longer-term municipal securities, Oppenheimer also underwrites municipal revenue anticipation, tax anticipation and bond anticipation notes for local government issuers, as well as short-term bonds for bridge financing and real estate projects. Debt Advisory and Restructuring — Oppenheimer provides advisory services to highly levered corporate issuers, financial sponsors, and debt investors.
OAM is registered as an investment adviser with the SEC under the Adviser Act. OAM provides investment advice to clients through separate accounts and wrap fee programs. OPY Credit Corp. OPY Credit Corp. primarily engages in secondary trading activities related to the purchase and sale of loans and trade claims, primarily on a riskless principal basis.
OAM is registered as an investment adviser with the SEC under the Adviser Act. OAM provides investment advice to clients through separate accounts and wrap fee programs. OPY Credit Corp.
Oppenheimer Trust Company of Delaware Inc. Oppenheimer Trust offers a wide variety of trust services to clients of Oppenheimer. This includes custody services, advisory services and specialized servicing options for clients. At December 31, 2024, Oppenheimer Trust held custodial assets of $541.0 million. Oppenheimer Trust is regulated by the Delaware State Bank Commissioner. Freedom Investments, Inc.
This includes custody services, advisory services and specialized servicing options for clients. At December 31, 2025, Oppenheimer Trust held custodial assets of $615.1 million. Oppenheimer Trust is regulated by the Delaware State Bank Commissioner. Freedom Investments, Inc. Freedom, which formerly offered discount brokerage services on a limited basis, ceased operations in late 2025.
Trust Company Regulation — Oppenheimer Trust is a limited purpose trust company organized under the laws of Delaware and is regulated by the Office of the State Banking Commissioner. The impact of any of, or more than one of, the foregoing regulations could have a material adverse effect on our business, financial condition and results of operations.
The impact of any of, or more than one of, the foregoing regulations could have a material adverse effect on our business, financial condition and results of operations.
It is our intention to prioritize these principles over business profits. Our Code of Conduct memorializes our beliefs and serves as a detailed guide for our directors, senior management, and employees to consult when making decisions about their conduct in relation to the Company’s business as well as their conduct outside of the business.
Our Code of Conduct memorializes our beliefs and serves as a detailed guide for our directors, senior management, and employees to consult when making decisions about their conduct in relation to the Company’s business as well as their conduct outside of the business. 8 Table of Contents Our people and culture are the cornerstones of our firm and our ability to deliver outstanding financial services to our clients.
We compete principally on the basis of the quality of our advisors, services, product selection, location and reputation in local markets.
In addition, we compete with advisors holding themselves out as "independent" and who are registered investment advisers or RIAs. We compete principally on the basis of the quality of our advisors, services, product selection, location and reputation in local markets.
There may be a limited market for some of these securities and market quotes may be available from only a small number of dealers or inter-dealer brokers.
Secondary trading activities related to the purchase and sale of distressed loans and securities are largely conducted on a riskless principal basis. There may be a limited market for some of these securities and market quotes may be available from only a small number of dealers or inter-dealer brokers.
The SEC is the federal agency charged with administration of the federal securities laws. Much of the regulation of broker-dealers has been delegated to SROs such as FINRA. FINRA has been designated as the primary regulator of Oppenheimer and Freedom with respect to securities and option trading activities.
Securities Regulation — The securities industry in the United States is subject to extensive regulation under both federal and state laws. The SEC is the federal agency charged with administration of the federal securities laws. Much of the regulation of broker-dealers has been delegated to SROs such as FINRA.
OAM offers proprietary and third party investment management capabilities through separately managed accounts, alternative investments and discretionary and non-discretionary 2 Table of Contents portfolio management programs as well as managed portfolios of mutual funds.
These include, but are not limited to, portfolio management, manager research and due diligence, asset allocation advice and financial planning. OAM offers proprietary and third party investment management capabilities through separately managed accounts, alternative investments and discretionary and non-discretionary portfolio management programs as well as managed portfolios of mutual funds.
As of December 31, 2023, Oppenheimer no longer provides commodity-related services to its customers. SROs adopt rules (subject to approval by the SEC) governing the industry and conduct periodic examinations of Oppenheimer's and Freedom's operations. Securities firms are also subject to regulation by state securities commissions in the states in which they do business.
FINRA has been designated as the primary regulator of Oppenheimer with respect to securities and option trading activities. SROs adopt rules (subject to approval by the SEC) 11 Table of Contents governing the industry and conduct periodic examinations of Oppenheimer's operations. Securities firms are also subject to regulation by state securities commissions in the states in which they do business.
See "Regulatory Capital Requirements" herein and "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources" in Item 7.
Also, the aggregate value of inventories of securities which Oppenheimer may carry is limited by the Net Capital Rule. See "Regulatory Capital Requirements" herein and "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources" in Item 7.
Effective December 31, 2023, Oppenheimer terminated its commodity business and no longer facilitates client commodity transactions INFORMATION TECHNOLOGY The information technology department develops and supports the integrated solutions that provide a customized platform for our businesses.
INFORMATION TECHNOLOGY The information technology department develops and supports the integrated solutions that provide a customized platform for our businesses.
Oppenheimer Europe Ltd. is authorized by the FCA of the United Kingdom to provide investment services under the Investment Firms’ Prudential Regime (“IFPR”). Effective January 2022, IFPR changed its minimum capital requirement, which is now Sterling 750,000 (previously it was Euro 730,000).
Oppenheimer Europe Ltd. is authorized by the FCA of the United Kingdom to provide investment services under the Investment Firms’ Prudential Regime (“IFPR”). Pursuant to the IFPR, Oppenheimer Europe Ltd. is required to maintain a minimum of Sterling 750,000 in capital. As of December 31, 2025, Oppenheimer Europe Ltd. was in compliance with its regulatory requirements.
The investment banking industry coverage groups focus on the Consumer, Financial Institutions, Healthcare, Industrials and Technology sectors. Oppenheimer's industry coverage teams partner with Oppenheimer's Mergers and Acquisitions, Fund Placements and Advisory, Debt Advisory and Restructuring as well as Equities and Fixed Income platforms, to provide their clients with tailored advice and complete access to capital markets.
Oppenheimer's industry coverage teams partner with our Mergers and Acquisitions, Equity Capital Markets, Debt Capital Markets, Debt Advisory and Restructuring platforms, and Fund Placements and Advisory specialists, to provide their clients with tailored strategic and financial advice and comprehensive access to capital markets.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAs a result of the foregoing, the Company has and is likely to incur significant costs in preparing its infrastructure and maintaining it to resist any such attacks. In addition to personnel dedicated to overseeing the infrastructure and systems to defend against cybersecurity incidents, senior management is regularly briefed on issues, preparedness and any incidents requiring response.
Biggest changeIn addition to personnel dedicated to overseeing the infrastructure and systems to defend against cybersecurity incidents, senior management is regularly briefed on issues, preparedness and any incidents requiring response. At their regularly scheduled meetings, the Audit Committee of the Board of Directors and the Board of Directors are briefed and brought up to date on cybersecurity.
Misconduct by employees could include, employees binding the Company to transactions that exceed authorized limits or present unacceptable risks to the Company (rogue trading); employee theft and improper use of Company or client property; employees conspiring with other employees or third parties to defraud the Company; employees hiding unauthorized or unsuccessful activities from the Company, including outside business activities that are undisclosed and may result in liability to the Company; employees steering or soliciting their clients into investments which have not been sponsored by the Company and without the proper diligence; the improper use of confidential information; employee conduct outside of acceptable norms including harassment; employees posting offensive or inappropriate content on social or other internet media; or employees engaging in “hacking” or breaching our cybersecurity safeguards.
Misconduct by employees could include, employees binding the Company to transactions that exceed authorized limits or present unacceptable risks to the Company (rogue trading); employee theft and improper use of Company or client property; employees conspiring with other employees or third parties to defraud the Company; employees hiding unauthorized or unsuccessful activities from the Company, including outside business activities that are undisclosed and may result in liability to the Company; employees steering or soliciting their clients into investments which have not been sponsored by the Company and without the proper diligence; the improper use of confidential information; employee conduct outside of acceptable norms including harassment; employees posting offensive or 30 Table of Contents inappropriate content on social or other internet media; or employees engaging in “hacking” or breaching our cybersecurity safeguards.
The declaration and payment of future cash dividends and authorization of future share repurchases is subject to the Board of Director’s discretion and may be impacted by a number of factors, including but not limited to our net income levels, ability to generate positive operating cash flows, subsidiary capital requirements and general financial and business conditions.
The declaration and payment of future cash dividends and authorization of future share repurchases is subject to the Board of Director’s discretion and may be impacted by a number of factors, including but not limited to our net income levels, ability to generate positive operating cash flows, sources of liquidity, subsidiary capital requirements and general financial and business conditions.
While the Company has adopted a Code of Conduct and instituted training for its employees, it is difficult to predict when an employee may deviate from acceptable practices and open the Company to liability either from actions taken by other employees or by authorities. 30 Table of Contents
While the Company has adopted a Code of Conduct and instituted training for its employees, it is difficult to predict when an employee may deviate from acceptable practices and open the Company to liability either from actions taken by other employees or by authorities. 31 Table of Contents
Our future success depends, in part, on our ability to anticipate and respond effectively to the risk of, and the opportunity presented by, digital disruption and other technology change. These may include new applications based on artificial intelligence, machine learning, or new approaches to data mining.
Our future success depends, in part, on our ability to anticipate and respond effectively to the risk of, and the opportunity presented by, digital disruption and other technology change. These may include new applications based on artificial intelligence, machine learning, quantum computing or new approaches to data mining.
If we are unable to raise funding using the methods described above, we would likely need to finance or liquidate unencumbered assets, such as our investment portfolios, trading assets or corporate-owned life insurance policies, to meet maturing liabilities or other obligations.
If we are unable to raise funding using the methods described above, we would likely need to finance or liquidate unencumbered assets, such as our investment portfolios, trading assets or company-owned life insurance policies, to meet maturing liabilities or other obligations.
In addition, our ability to raise funding could be impaired if investors or lenders develop a negative perception of our long-term or short-term financial prospects due to factors such as an incurrence of large trading or operational losses, or a decline in the level of our business activity, if regulatory authorities take significant action against us or our industry, or we discover significant employee misconduct or illegal activity.
In addition, our 18 Table of Contents ability to raise funding could be impaired if investors or lenders develop a negative perception of our long-term or short-term financial prospects due to factors such as an incurrence of large trading or operational losses, or a decline in the level of our business activity, if regulatory authorities take significant action against us or our industry, or we discover significant employee misconduct or illegal activity.
The Company depends on its senior employees and the loss of their services could harm its business. The Company's success is dependent in large part upon the services of its senior executives and employees. Any loss of service of the chief executive officer ("CEO") may adversely affect the business and operations of the Company.
The Company depends on its senior employees and the loss of their services could harm its business. The Company's success is dependent in large part upon the services of its senior executives and employees. Any loss of service of the chief executive officer ("CEO") and/or Chairman may adversely affect the business and operations of the Company.
As a result, these methods may not predict future risk exposures, which could be significantly greater than historical measures indicate. Other risk management methods depend on evaluation of information regarding markets, clients or other matters that are publicly available or otherwise accessible. This information may not be accurate, complete or up-to-date or properly evaluated.
As a result, these methods may not predict future 25 Table of Contents risk exposures, which could be significantly greater than historical measures indicate. Other risk management methods depend on evaluation of information regarding markets, clients or other matters that are publicly available or otherwise accessible. This information may not be accurate, complete or up-to-date or properly evaluated.
Additionally, increases in the fair value of OPY Class A non-voting common stock will likely result in higher compensation expense associated with the Oppenheimer stock appreciation rights (“OARs”) offered to certain employees as part of their compensation package. The value of our financial instruments may be materially affected by market fluctuations.
Additionally, increases in the fair value of OPY Class A non-voting common stock generally result in higher compensation expense associated with the Oppenheimer stock appreciation rights (“OARs”) offered to certain employees as part of their compensation package. The value of our financial instruments may be materially affected by market fluctuations.
Our results of operations have been, in the past, and may, in the future, be materially affected by market fluctuations due to global financial markets, economic conditions, weather events, public health epidemics, changes to global trade policies, tax legislation and tariffs and other factors, including the level and volatility of equity, fixed income and commodity prices, the level and term structure of interest rates, inflation and currency values, and the level of other market indices.
Our results of operations have been, in the past, and/or may, in the future, be materially affected by market fluctuations due to global financial markets, economic conditions, sanctions, weather events, public health epidemics, changes to global trade policies, tax legislation and tariffs, bank failures and other factors, including the level and volatility of equity, fixed income and commodity prices, the level and term structure of interest rates, inflation and currency values, and the level of other market indices.
A period of sustained downturns and/or volatility in the securities markets, and/or prolonged levels of increasing interest rates, could lead to a return to increased credit market dislocations, reductions in the value of real estate, and other negative market factors which could significantly impair our revenues and profitability.
A period of sustained downturns and/or volatility in the securities markets, and/or prolonged levels of increasing interest rates, could lead to a return 27 Table of Contents to increased credit market dislocations, reductions in the value of real estate, and other negative market factors which could significantly impair our revenues and profitability.
If management’s estimates and assumptions are inaccurate, our financial position and results of operations could be materially and adversely impacted. 26 Table of Contents At times, the Financial Accounting Standards Board (the “FASB”) and the SEC may amend or introduce new accounting standards or interpretive guidance that could impact the preparation of our financial statements.
If management’s estimates and assumptions are inaccurate, our financial position and results of operations could be materially and adversely impacted. At times, the Financial Accounting Standards Board (the “FASB”) and the SEC may amend or introduce new accounting standards or interpretive guidance that could impact the preparation of our financial statements.
U.S. markets may also be impacted by political and civil unrest occurring in the Middle East, Eastern Europe, Russia, Venezuela and Asia. Concerns about the EU, including Brexit, and the stability of the EU's sovereign debt, has caused uncertainty and disruption for financial markets globally.
U.S. markets may also be impacted by political and civil unrest occurring in the Middle East, Eastern Europe, Russia, Venezuela and Asia. Concerns about the EU, including Brexit, and the stability of the EU's sovereign debt, may cause uncertainty and disruption for financial markets globally.
Although cybersecurity incidents among financial services firms are on the rise, we have not experienced any material losses relating to cyber-attacks or other information security breaches, although such attacks are occurring more frequently and with increased sophistication. However, there can be no assurance that we will not suffer such losses in the future.
Although cybersecurity incidents among financial 20 Table of Contents services firms are on the rise, we have not experienced any material losses relating to cyber-attacks or other information security breaches, although such attacks are occurring more frequently and with increased sophistication. However, there can be no assurance that we will not suffer such losses in the future.
With the increase in the value of financial assets (particularly equity securities), utilities, of which we are a member, have significantly increased their deposit requirements, which are purported to reflect the risks to the financial system of members unable to meet their settlement obligations.
With the increase in the value of financial assets (particularly equity securities), clearing organizations, of which we are a member, have significantly increased their deposit requirements, which are purported to reflect the risks to the financial system of members unable to meet their settlement obligations.
There are significant technical and financial costs and risks in the 20 Table of Contents development of new or enhanced applications, including the risk that we might be unable to effectively use new technologies or adapt our applications to emerging industry standards.
There are significant technical and financial costs and risks in the development of new or enhanced applications, including the risk that we might be unable to effectively use new technologies or adapt our applications to emerging industry standards.
If the Company violates the securities laws, or is involved in litigation in connection with a violation, the Company's reputation and results of operations may be adversely affected. 24 Table of Contents Many aspects of the Company's business involve substantial risks of liability.
If the Company violates the securities laws, or is involved in litigation in connection with a violation, the Company's reputation and results of operations may be adversely affected. Many aspects of the Company's business involve substantial risks of liability.
If interest rates continue to decrease in immediate future periods, which appears highly probable, and/or balances within our cash sweep products decrease, the Company's profitability will be negatively impacted. Credit Risk Credit risk may expose the Company to losses caused by the inability of borrowers or other third parties to satisfy their obligations.
If interest rates continue to decrease in immediate future periods, and/or balances within our cash sweep products decrease, the Company's profitability will be negatively impacted. Credit Risk Credit risk may expose the Company to losses caused by the inability of borrowers or other third parties to satisfy their obligations.
Under some scenarios, such requirements required even on simple agency transactions could be so significant as to be beyond the Company’s ability to fund.
Under some scenarios, such requirements imposed even on simple agency transactions could be so significant as to be beyond the Company’s ability to fund.
The Company's future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services that 21 Table of Contents will satisfy customer demands, as well as to create additional efficiencies in the Company's operations. Many of the Company's competitors have substantially greater resources to invest in technological improvements.
The Company's future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create efficiencies in the Company's operations. Many of the Company's competitors have substantially greater resources to invest in technological improvements.
The number of engagements the Company has at any given time is subject to change and may not necessarily result in future revenues. • A portion of the Company's revenues are derived from various asset management advisory fees that often are primarily comprised of base management and performance (or incentive) fees.
The number of engagements the Company has at any given time is subject to change and may not necessarily result in future revenues. • A portion of the Company's revenues are derived from various asset management advisory fees that often are primarily comprised of base management and performance (or incentive) fees. Management fees are primarily based on assets under management.
There can be no assurance that our business contingency and security response plans fully mitigate all potential risks to us. Our ability to conduct business may be adversely affected by a disruption in the infrastructure that supports our businesses and the communities where we are located.
There can be no assurance that our business contingency and security response plans fully mitigate all potential risks to us. Our ability to conduct business 19 Table of Contents may be adversely affected by a disruption in the infrastructure that supports our businesses and the communities where we are located.
Hostilities between Russia and Ukraine, the conflict between Israel, Hamas and Iran, as well as related disruptions of shipping routes in the Red Sea and related military action, and military and other risks related to China's territorial claims adversely affecting its neighbors including Taiwan, could have unforeseen and negative impacts upon the markets and the Company and its operations.
Hostilities between Russia and Ukraine, the conflict between Israel, Hamas and Iran, as well as related disruptions of shipping routes in the Red Sea and related military action, military and other risks related to China's territorial claims adversely affecting its neighbors including Taiwan and recent U.S. military activity in Venezuela could have unforeseen and negative impacts upon the markets and the Company and its operations.
There can be no guarantee that the operation of these systems will allow the Company to prevent or mitigate the various risks faced by its businesses. Various regulators periodically review the companies’ risk control practices, and, if found inadequate, bring enforcement actions and seek sanctions against such firms.
There can be no guarantee that the operation of these systems will allow the Company to prevent or mitigate the various risks faced by its businesses. Various regulators periodically review the Company’s risk control practices, and, if found inadequate, can bring enforcement actions and seek sanctions against the Firm.
We continue to focus on improving the resilience of our operations, fostering an inclusive 22 Table of Contents workforce and maintaining a system of good corporate governance.
We continue to focus on improving the resilience of our operations, fostering an inclusive workforce and maintaining a system of good corporate governance.
Institutions subject to MiFID II, which the Company does business with primarily through its European- based subsidiary, were required to unbundle such payments commencing January 3, 2018. These arrangements have increased the competitive pressures on sales commissions and have affected the value the Company's clients place on high-quality research.
Institutions subject to MiFID II, which the Company does business with primarily through its European- based subsidiary, are required to unbundle such payments. These arrangements have increased the competitive pressures on sales commissions and have affected the value the Company's clients place on high-quality research.
We may introduce new products or services or change processes or reporting, including in connection with new regulatory requirements, resulting in new operational risks that we may not fully 19 Table of Contents appreciate or identify.
We may introduce new products or services or change processes or reporting, including in connection with new regulatory requirements, resulting in new operational risks that we may not fully appreciate or identify.
Any failure to accurately identify and address our responsibilities and liabilities in this new environment could negatively affect any solutions we develop incorporating such technologies and could subject us to reputational harm, regulatory action or litigation, any of which may harm our financial condition and operating results.
Any failure to accurately identify and address our responsibilities and liabilities in this new environment could 21 Table of Contents negatively affect any solutions we develop or deploy and could subject us to reputational harm, regulatory action or litigation, any of which may harm our financial condition and operating results.
In the fixed income market, regulatory requirements have resulted in greater price transparency, leading to increased price competition and decreased trading margins.
In the fixed income market, regulatory requirements have resulted in greater price 28 Table of Contents transparency, leading to increased price competition and decreased trading margins.
The Company issues two classes of shares, Class A non-voting common stock (the “Class A Stock") and Class B voting common stock (the "Class B Stock"). At December 31, 2024, there were 99,665 shares of Class B Stock outstanding compared to 10,231,736 shares of Class A Stock outstanding.
The Company issues two classes of shares, Class A non-voting common stock (the “Class A Stock") and Class B voting common stock (the "Class B Stock"). At December 31, 2025, there were 99,665 shares of Class B Stock outstanding compared to 10,387,575 shares of Class A Stock outstanding.
Our Board of Directors declared cash dividends of $0.66 per share in 2024 to holders of Class A and Class B Stock and also authorized the Company to repurchase shares of its Class A Stock.
Our Board of Directors declared cash dividends of $1.72 per share in 2025 to holders of Class A and Class B Stock and also authorized the Company to repurchase shares of its Class A Stock.
Continued uncertainties loom over the outcome of the EU's financial support programs. It is possible that other EU member states may choose to follow Britain's lead and leave the EU. Any negative impact on economic conditions and global markets from these developments could adversely affect our business, financial condition and liquidity.
It is possible that other EU member states may choose to follow Britain's lead and leave the EU. Any negative impact on economic conditions and global markets from these developments could adversely affect our business, financial condition and liquidity.
Developments in market and economic conditions have adversely affected, and may in the future adversely affect, the Company's business and profitability. Performance in the financial services industry is heavily influenced by the overall strength of economic conditions and financial market activity, which generally have a direct and material impact on the Company's results of operations and financial condition.
Performance in the financial services industry is heavily influenced by the overall strength of economic conditions and financial market activity, which generally have a direct and material impact on the Company's results of operations and financial condition.
Our short-term lines of credit are uncommitted in nature and subject to the risk that our lenders decline to fund a requested loan. The Company has uncommitted short-term lines of credit in the form of bank call loans with multiple third-party financial institutions. All these arrangements are secured in nature, with the Company fully collateralizing any drawdowns with marketable securities.
Our short-term lines of credit are uncommitted in nature and subject to the risk that our lenders decline to fund a requested loan. The Company has uncommitted short-term lines of credit in the form of bank call loans with multiple third-party financial institutions.
The Company maintains key man insurance on the life of its CEO. Approximately 98% of the shares of Class B Stock are held by Phase II Financial Inc. ("Phase II"), a Delaware corporation controlled by Mr. Albert Lowenthal, the Chairman and CEO of the Company. In the event of Mr.
The Company maintains key man insurance on the life of its Chairman. Approximately 98% of the shares of Class B Stock are held by Phase II Financial Inc. ("Phase II"), a Delaware corporation controlled by Mr. Albert Lowenthal, the Chairman of the Company. In the event of Mr. Lowenthal's death or incapacity, control of Phase II would pass to Mr.
New regulations may result in enhanced standards of duty on broker-dealers in their dealings with their clients (fiduciary standards). Consequently, these regulations often serve to limit the Company's activities, including through net capital, customer protection 23 Table of Contents and market conduct requirements, including those relating to principal trading.
New regulations may result in enhanced standards of duty on broker-dealers in their dealings with their clients (fiduciary standards). Consequently, these regulations often serve to limit the Company's activities, including through net capital, customer protection and market conduct requirements, including those relating to principal trading. Much of the regulation of broker-dealers has been delegated to self-regulatory organizations, principally FINRA.
Our ability to insure our property and insure against business interruption may be adversely affected by climate change and the refusal by insurance carriers to insure against certain resultant risks. In addition, insurance claims may divert management resources away from operating the business.
Our ability to insure our property and insure against business interruption may be adversely affected by climate change and the refusal by insurance carriers to insure against certain resultant risks. In addition, insurance claims may divert management resources away from operating the business. Climate change and emerging state-level sustainability reporting requirements could adversely affect our operations, financial condition and reputation.
Approximately 98% of the Class B Stock is held by an entity controlled by Mr. Albert Lowenthal, the Chairman and CEO of the Company, which allows Mr. Lowenthal to control all matters requiring stockholder approval. Due to the lack of voting power, the holders of the Class A Stock have limited influence on corporate matters.
Albert Lowenthal, the Chairman of the Company, which allows Mr. Lowenthal to control all matters requiring stockholder approval. Due to the lack of voting power, the holders of the Class A Stock have limited influence on corporate matters.
The voting power associated with the Class B Stock allows holders of the 25 Table of Contents Class B Stock to effectively exercise control over all matters requiring stockholder approval, including the election of all directors and approval of significant corporate transactions, and other matters affecting the Company.
The voting power associated with the Class B Stock allows holders of the Class B Stock to effectively exercise control over all matters requiring stockholder approval, including the election of all directors and approval of significant corporate transactions, and other matters affecting the Company. Approximately 98% of the Class B Stock is held by an entity controlled by Mr.
Management fees are primarily based on assets 27 Table of Contents under management. Assets under management balances are impacted by net inflow/outflow of client assets and changes in market values.
Assets under management balances are impacted by net inflow/outflow of client assets and changes in market values.
It is possible that our lenders exit these uncommitted relationships or reduce the amount of our available funding, which could have a material adverse effect on our available liquidity and our ability to meet short-term obligations. If the Company is unable to repay its outstanding indebtedness when due, its operations may be materially adversely affected.
It is possible that our lenders exit these uncommitted relationships or reduce the amount of our available funding, which could have a material adverse effect on our available liquidity and our ability to meet short-term obligations.
We may be unable to sell some of our assets or we may have to sell assets at a discount to market value, either of which could adversely affect our results of operations, cash flows and financial condition.
The shortening of the settlement cycle of equities transactions to one day has significantly mitigated the risks of counterparty failure. We may be unable to sell some of our assets or we may have to sell assets at a discount to market value, either of which could adversely affect our results of operations, cash flows and financial condition.
Under these arrangements, lenders are not contractually obligated to make loans to us and may decline to fund any requested loan in their sole discretion.
All of these arrangements are secured in nature, with the Company fully collateralizing any drawdowns with marketable securities. Under these arrangements, lenders are not contractually obligated to make loans to us and may decline to fund any requested loan in their sole discretion.
Much of the regulation of broker-dealers has been delegated to self-regulatory organizations, principally FINRA. FINRA adopts rules, subject to approval by the SEC, which govern its members and conducts periodic examinations of member firms' operations.
FINRA adopts rules, subject to approval by the SEC, which govern its members and conducts periodic examinations of member firms' operations.
Given the lower trading volume of the Company's Class A Stock and an overall reduction of outstanding shares through share repurchases in recent years, significant sales of shares of the Company's Class A Stock, or the expectation of these sales, could cause the Company's Class A Stock price to fall and increase the volatility of the Class A Stock generally.
Given the lower trading volume of the Company's Class A Stock and an overall reduction of outstanding shares through share repurchases in recent years, significant sales of shares of the Company's Class A Stock, or the expectation of these sales, could cause the Company's Class A Stock price to fall and increase the volatility of the Class A Stock generally. 26 Table of Contents The Company is the holding company of several operating subsidiaries, and is reliant on dividends and other sources of funding from those subsidiaries to pay dividends to holders of Class A Stock and meet other obligations.
If the Company's senior executives or employees terminate their employment and the Company is unable to find suitable replacements in relatively short periods of time, its operations may be materially and adversely affected. 29 Table of Contents The precautions the Company takes to prevent and detect employee misconduct may not be effective and the Company could be exposed to unknown and unmanaged risks or losses.
Lowenthal's spouse. If the Company's senior executives or employees terminate their employment and the Company is unable to find suitable replacements in relatively short periods of time, its operations may be materially and adversely affected.
Substantial legal liability or significant regulatory action taken against us could have a material adverse effect on our business prospects including our financial condition and results of operations. Numerous regulatory changes, and enhanced regulatory and enforcement activity, relating to the asset management business may increase our compliance and legal costs and otherwise adversely affect our business.
Substantial legal liability or significant regulatory action taken against us could have a material adverse effect on our business prospects including our financial condition and results of operations.
While Oppenheimer limits customer loans to an amount not greater than 65% of the fair value of the securities, our two largest customer accounts collectively comprise approximately 52% of the margin loans as of December 31, 2024. Defaults by another large financial institution could adversely affect financial markets generally.
While Oppenheimer limits customer loans to an amount not greater than 65% of the fair value of the securities, our two largest customer accounts collectively comprise approximately 47.8% of the margin loans as of December 31, 2025. Both accounts are significantly over collateralized.
Certain of the Company’s risk management systems are subject to regulatory review and may be found to be insufficient by the Company’s regulators potentially leading to regulatory sanctions.
Shortening of the equities securities settlement cycle to one day has reduced some of the counterparty risk associated with rapid changes in securities pricing. Certain of the Company’s risk management systems are subject to regulatory review and may be found to be insufficient by the Company’s regulators potentially leading to regulatory sanctions.
Recent failures of enterprises central to the functioning of the digital currency market have created uncertainty as to the impact of this market on currency markets and the general economy. 18 Table of Contents Liquidity Risk Liquidity risk refers to the risk that we will be unable to finance our operations due to a loss of access to the capital markets or difficulty in liquidating our assets.
Liquidity Risk Liquidity risk refers to the risk that we will be unable to finance our operations due to a loss of access to the capital markets or difficulty in liquidating our assets.
Depending on the circumstances giving rise to the breach, this liability may not be subject to a contractual limit or an exclusion of consequential or indirect damages.
Depending on the circumstances giving rise to the breach, this liability may not be subject to a contractual limit or an exclusion of consequential or indirect damages. As a result of the foregoing, the Company has and is likely to incur significant costs in preparing its infrastructure and maintaining it to resist any such attacks.
The ability to attract, develop and retain highly skilled and productive employees, particularly qualified financial advisors is critical to the success of the Company's business.
If the Company is unable to manage these risks relating to its foreign operations effectively, its reputation and results of operations could be harmed. 29 Table of Contents The ability to attract, develop and retain highly skilled and productive employees, particularly qualified financial advisors is critical to the success of the Company's business.
In lieu of organic growth, it becomes increasingly necessary to grow through the acquisition of a business or businesses that fulfill the Company’s strategic decisions 28 Table of Contents for growth.
In lieu of organic growth, it becomes increasingly necessary to grow through the acquisition of a business or businesses that fulfill the Company’s strategic decisions for growth. However, due to competition or the cost of such acquisitions, such expansion may not be available on a profitable basis and may threaten the Company’s ongoing ability to expand its business.
Reporting requirements in connection with climate change may place an increased burden on our business including adopting processes and procedures at increased cost to meet the data reporting measures that may be required. We also may be negatively impacted by any decisions we make to continue to conduct or change our activities in response to considerations relating to climate change.
Such reporting requirements may place an increased burden on our business, including requiring the adoption of processes and procedures at increased cost to meet the data reporting measures that are or will be required.
Prior to the Federal Reserve increasing the federal funds rate during its 2022 and 2023 monetary tightening cycle, the historical low interest rate environment substantially reduced the interest profits available to the Company through its margin lending and also reduced profit contributions from cash sweep products such as the FDIC-insured Bank Deposit program.
Additionally, decreases in interest rates will likely result in a reduction in interest revenue available to the Company through its margin lending and also reduced profit contributions from cash sweep products such as the FDIC-insured Bank Deposit program.
At their regularly scheduled meetings, the Audit Committee of the Board of Directors and the Board of Directors are briefed and brought up to date on cybersecurity. The Company continually encounters technological change. The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services, driven by the emergence of the Fintech industry.
The Company continually encounters technological change. The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services, driven by the emergence of the Fintech industry. The effective use of technology increases efficiency and enables financial institutions to better serve customers and reduce costs.
The change in administrations at the federal level may significantly impact expectations around ESG policies and our ability to foresee necessary changes to meet societal standards . REGULATORY AND COMPLIANCE RISKS The Company is subject to extensive securities regulation and the failure to comply with these regulations could subject it to monetary penalties or sanctions.
Ongoing political shifts at both federal and state levels — including elections and regulatory appointments — may abruptly alter ESG policy contours, complicating our ability to anticipate and adapt to new expectations and regulatory standards. 23 Table of Contents REGULATORY AND COMPLIANCE RISKS The Company is subject to extensive securities regulation and the failure to comply with these regulations could subject it to monetary penalties or sanctions.
The Company operates in Israel, the United Kingdom, the Isle of Jersey, Switzerland and Hong Kong. If the Company is unable to manage these risks relating to its foreign operations effectively, its reputation and results of operations could be harmed.
The Company operates in Israel, the United Kingdom, the Isle of Jersey, Switzerland and Hong Kong.
However, due to competition or the cost of such acquisitions, such expansion may not be available on a profitable basis and may threaten the Company’s ongoing ability to expand its business. The business operations that are conducted outside of the United States subject the Company to unique risks and potential loss.
The business operations that are conducted outside of the United States subject the Company to unique risks and potential loss.
The Company runs the risk that employee misconduct could occur.
The precautions the Company takes to prevent and detect employee misconduct may not be effective and the Company could be exposed to unknown and unmanaged risks or losses. The Company runs the risk that employee misconduct could occur.
Removed
The commercial soundness of many financial institutions may be closely interrelated as a result of credit, trading, clearing, or other relationships between these institutions. During 2023, several large regional banks failed and their operations were assumed by other institutions. During this period of uncertainty, markets were negatively impacted and clients redeployed their cash deposits to institutions deemed to be “safer”.
Added
There are also risks associated with discontinuing and transitioning away from older but proven technologies, as such system migrations may experience cost overruns and involve operational disruptions, data migration challenges and increased risk of errors that could adversely affect our financial reporting and internal controls.
Removed
As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses, or defaults by other institutions.
Added
Several states have introduced or proposed regulations governing the use of artificial intelligence which may limit our ability to use these technologies and/or may result in increased compliance and operational costs. It is possible that federal or other regulations may be issued in the future that are similar or potentially more restrictive, requiring significant resources to comply with applicable laws.
Removed
This is sometimes referred to as "systemic risk" and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges with which the Company interacts on a daily basis, and therefore could adversely affect the Company. The development and use of digital currencies may create additional credit risks.
Added
We continue to evaluate emerging technologies like agentic artificial intelligence for incorporation into our business.
Removed
The Company cannot assure that its operations will generate funds sufficient to repay its existing debt obligations as they come due. The Company's failure to repay its indebtedness and make interest payments as required by our debt obligations could have a material adverse effect on our results of operations and financial condition.
Added
Additionally, growing industry interest and regulatory discussions around expanding trading hours, including proposals for near-continuous or 24/7 markets, could significantly alter market structure and introduce new business, operational and compliance risks. Extended or continuous trading sessions may experience lower liquidity and wider bid-ask spreads, which could increase execution risk and market volatility.
Removed
The federally mandated Consolidated Audit Trail ("CAT") program which requires that client personally identifiable information be submitted to a database not controlled by us may expose us to liability for breaches of that data base not under our control. See “Business – REGULATION – Consolidated Audit Trail” in Part I, Item 1.
Added
These conditions may adversely affect our ability to provide efficient trade execution and could result in higher transaction costs for clients. Furthermore, operating in a 24/7 environment could require substantial investment in technology infrastructure, cybersecurity, and staffing to maintain system resilience and regulatory compliance across all hours.
Removed
The effective use of technology increases efficiency and enables financial institutions to better serve customers and reduce costs.
Added
Additionally, continuous trading may increase exposure to operational errors, system outages, and heightened surveillance obligations. Regulatory frameworks governing margin, settlement cycles, and market oversight for extended-hours trading remain uncertain. Changes in these areas could impose additional compliance burdens or alter competitive dynamics.
Removed
In addition, the SEC has recently proposed new rules on the use of artificial intelligence by investment advisers that could add to the compliance risks and burdens of using this technology. We continue to evaluate emerging technologies like artificial intelligence, machine learning and generative artificial intelligence for incorporation into our business.
Added
Failure to adapt effectively to these developments could negatively impact our reputation, business, financial condition, and results of operations. The Company does not currently offer the direct purchase or sale of digital or related custody services, which may limit our ability to compete or adapt to market trends.
Removed
State and federal regulations relating to these emerging technologies are quickly evolving, and, should we adopt such technologies, we may require significant resources to maintain our business practices while seeking to comply with applicable laws.
Added
We do not currently offer the ability to transact directly in cryptocurrencies or other direct digital asset products, nor do we provide custody services for such assets. As investor interest in digital assets and blockchain-based financial products continues to grow, certain competitors may seek to differentiate themselves by offering crypto or crypto-related investment products, custody solutions, or tokenized securities.
Removed
Climate change concerns could disrupt our businesses, adversely affect client activity levels, adversely affect the creditworthiness of our counterparties and damage our reputation.
Added
If we do not offer services related to digital assets, this could limit our ability to attract or retain clients who seek exposure to digital assets or integrated custody solutions, including investment banking clients who wish to pursue a tokenized IPO.
Removed
The Company is the holding company of several operating subsidiaries, and is reliant on dividends and other sources of funding from those subsidiaries to pay dividends to holders of Class A Stock and meet other obligations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeBoard Oversight The Board of Directors, both directly and through the Audit Committee, oversees management’s responsibility of ensuring proper functioning of our cybersecurity risk management program. In particular, the Audit Committee assists the Board in its oversight of management’s responsibility to assess, manage and mitigate cybersecurity risks. Recently the Audit Committee added a member with significant cybersecurity experience.
Biggest changeIn particular, the Audit Committee assists the Board in its oversight of management’s responsibility to assess, manage and mitigate cybersecurity risks. Recently, the Audit Committee added a member with significant cybersecurity experience. The Audit Committee receives a cybersecurity update at each regular meeting of the Board covering cybersecurity risks, cybersecurity staffing and staff development including certifications and training.
We have processes to evaluate third party service providers and vendors that have access to sensitive systems and Company and customer data, which does include the use of cybersecurity questionnaires and due diligence procedures such as assessments of that service provider’s cybersecurity posture.
We have processes to evaluate third party service providers and vendors that have access to sensitive systems and Company and customer data, which includes the use of cybersecurity questionnaires and due diligence procedures such as assessments of that service provider’s cybersecurity posture.
As of the date of this filing, the Company has not identified any cybersecurity threats that have materially affected or are reasonably anticipated to have a material effect on the Company’s business strategy, results of operations or financial condition.
These updates are given either in person by the CIO and CISO or in written presentations created by them. As of the date of this filing, the Company has not identified any cybersecurity threats that have materially affected or are reasonably anticipated to have a material effect on the Company’s business strategy, results of operations or financial condition.
The CIO and CISO have a standing monthly meeting with the President and General Counsel to discuss potential vulnerabilities in the cyber environment. The President formerly ran the Information Technology Department at the firm and as a result has significant systems experience including experience related to cybersecurity.
The CEO meets regularly with the CIO to discuss cybersecurity threats and existing and potentially new technology systems including those related to cybersecurity. The CIO and CISO have a standing monthly meeting with the President/CEO and General Counsel to discuss potential vulnerabilities in the cyber environment.
Risk reporting is provided at monthly meetings of the firm’s cross-business Cybersecurity Committee and periodic presentations to the firm’s Risk Management Committee, at which many members of the Company’s senior management are present. 31 Table of Contents The CEO meets regularly with the CIO to discuss cybersecurity threats and existing and potentially new technology systems including those related to cybersecurity.
The CISO and many members of his team have multiple decades of cybersecurity related experience. Risk reporting is provided at monthly meetings 32 Table of Contents of the Firm’s cross-business Cybersecurity Committee and periodic presentations to the Firm’s Risk Management Committee, at which many members of the Company’s senior management are present.
Removed
The CISO and many members of his team have multiple decades of cybersecurity related experience.
Added
The Company has recently modified its incident response plan to include mandates required under SEC Regulation S-P: Privacy of Consumer Financial Information and Safeguarding Customer Information.
Removed
The Audit Committee receives a cybersecurity update at each regular meeting of the Board covering cybersecurity risks, cybersecurity staffing and staff development including certifications and training. These updates are given either in person by the CIO and CISO or in written presentations created by them.
Added
The President/CEO formerly ran the Information Technology Department at the Firm and as a result has significant systems experience including experience related to cybersecurity. Board Oversight The Board of Directors, both directly and through the Audit Committee, oversees management’s responsibility of ensuring proper functioning of our cybersecurity risk management program.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOppenheimer Trust is based in Wilmington, Delaware. Freedom conducts its business from its offices located in Edison, New Jersey. Management believes that its present facilities are adequate for the purposes for which they are used and have adequate capacity to provide for presently contemplated future uses. In addition, the Company has offices in London, England, St.
Biggest changeOppenheimer Trust is based in Wilmington, Delaware. Management believes that its present facilities are adequate for the purposes for which they are used and have adequate capacity to provide for presently contemplated future uses. In addition, the Company has offices in London, England, St. Helier, Isle of Jersey, Geneva, Switzerland, Tel Aviv, Israel and Hong Kong, China.
Item 2. PROPERTIES The Company and Oppenheimer maintain offices at their headquarters at 85 Broad Street, New York, New York which houses their executive management team and many administrative functions for the firm as well as their research, trading, investment banking, and asset management divisions.
Item 2. PROPERTIES The Company and Oppenheimer maintain offices at their headquarters at 85 Broad Street, New York, New York which houses their executive management team and many administrative functions for the Firm as well as their research, trading, investment banking, and asset management businesses.
Helier, Isle of Jersey, Geneva, Switzerland, Tel Aviv, Israel and Hong Kong, China. Working arrangements for employees based outside of our corporate headquarters vary based on local regulations, including health regulations. Management is assessing its future real estate needs in light of the hybrid working environment, the existing footprint, and upcoming lease expirations.
Working arrangements for employees based outside of our corporate headquarters vary based on local regulations, including health regulations. All of the Company’s properties are leased under operating lease arrangements. Management is assessing its future real estate needs in light of the hybrid working environment, the existing footprint, and upcoming lease expirations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeIn addition, even where a loss is possible or an exposure to loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, it is often not possible to reasonably estimate the size of the possible loss or range of loss or possible additional losses or range of additional losses. 32 Table of Contents For certain legal and regulatory proceedings, the Company cannot reasonably estimate such losses, particularly for proceedings that are in their early stages of development or where plaintiffs seek substantial, indeterminate or special damages.
Biggest changeIn addition, even where a loss is possible or 33 Table of Contents an exposure to loss exists in excess of the liability already accrued with respect to a previously recognized loss contingency, it is often not possible to reasonably estimate the size of the possible loss or range of loss or possible additional losses or range of additional losses.
For legal and regulatory proceedings where there is at least a reasonable possibility that a loss or an additional loss may be incurred, the Company estimates a range of aggregate loss in excess of amounts accrued of up to $12 million.
For legal and regulatory proceedings where there is at least a reasonable possibility that a loss or an additional loss may be incurred, the Company estimates a range of aggregate loss in excess of amounts accrued of up to $253 million.
The SEC asked the Court to enter an order enjoining Oppenheimer from violating the above-referenced rules and requiring disgorgement and payment of a civil penalty. On January 30, 2024, Oppenheimer and the SEC reached an agreement in principle to settle the litigation pursuant to which Oppenheimer would pay a civil penalty of $1.2 million.
The SEC asked the Court to enter an order enjoining Oppenheimer from violating the above-referenced rules and requiring it to disgorge approximately $1.9 million plus interest and pay a civil penalty. On January 30, 2024, Oppenheimer and the SEC reached an agreement in principle to settle the litigation pursuant to which Oppenheimer would pay a civil penalty of $1.2 million.
On September 13, 2022, the SEC filed a complaint against Oppenheimer in the United States District Court for the Southern District of New York (the “Court") alleging that Oppenheimer violated Section 15B(c)(1) of the Exchange Act and Rule 15c2-12 thereunder as well as Municipal Securities Rulemaking Board Rules.
On September 13, 2022, the SEC filed a complaint against Oppenheimer in the United States District Court for the Southern District of New York (the “Court") alleging that Oppenheimer violated Section 15B(c)(1) of the Exchange Act of 1934 and Rule 15c2-12 thereunder as well as Municipal Securities Rulemaking Board ("MSRB") Rules G-17 and G-27 for not having fully complied with the exemption from the continuing disclosure obligations under Rule 15c2-12.
Even after lengthy review and analysis, the Company, in many legal and regulatory proceedings, may not be able to reasonably estimate possible losses or range of losses.
Even after lengthy review and analysis, the Company, in many legal and regulatory proceedings, may not be able to reasonably estimate possible losses or range of losses. The Company does not believe that a loss is probable or that it can reasonably estimate a loss or losses from the Liberty Capital Group v.
Removed
Accordingly, the Company's estimate will change from time to time, and actual losses may be more than the current estimate. Beginning on or about August 31, 2021, Oppenheimer was named as a respondent in numerous arbitrations, many containing multiple claimants, each filed before FINRA, relating to those claimants’ purported investment in Horizon Private Equity, III, LLC (“Horizon”).
Added
For certain legal and regulatory proceedings, the Company cannot reasonably estimate such losses, particularly for proceedings that are in their early stages of development or where plaintiffs seek substantial, indeterminate or special damages.
Removed
Horizon is alleged to be a fraudulent scheme involving, among others, a former Oppenheimer employee, John Woods. John Woods left Oppenheimer’s employ in 2016 and Oppenheimer never received a complaint from any of the investors prior to the SEC bringing a complaint against Woods and his co-conspirators in 2021.
Added
Oppenheimer Holdings Inc. et. al and accordingly no loss accrual has currently been made for this matter.
Removed
Oppenheimer has settled or an award has been rendered and paid in all but one of the Horizon-related arbitrations. In addition, in June and August of 2023, Oppenheimer was served with two Horizon-related complaints in Georgia State Court, by plaintiffs, virtually all of whom were never Oppenheimer customers, alleging unspecified losses.
Added
Accordingly, the Company's estimate will change from time to time, and actual losses may be more than the current estimate.
Removed
In 2024, each of those complaints was dismissed by the trial court. Plaintiffs in each case subsequently filed an appeal of the court’s order dismissing the cases, each of which is currently pending.
Added
The settlement was subject to Oppenheimer obtaining a waiver of certain statutory disqualifications, which Oppenheimer received in December 2025. On December 10, 2025, the Court entered a final judgment enjoining Oppenheimer from further violations of Section 15B (c) (1) of the Exchange Act as well as Rule 15c2-12 thereunder as well as MSRB Rules G-17 and G-27.
Removed
On June 30, 2022, Oppenheimer received a "Wells Notice" from the SEC requesting that Oppenheimer make a written submission to the SEC to explain why Oppenheimer should not be charged with violations of Section 15c2-12 of the Exchange Act, and Rule 15c2-12 thereunder as well as Municipal Securities Rulemaking Board Rules G-17 and G-27 in relation to its sales of municipal notes pursuant to an exemption from continuing disclosure contained in Rule 15c2-12.
Added
On January 7, 2026, Oppenheimer paid the $1.2 million fine to the SEC. On June 6, 2025, a complaint in a putative class action entitled Liberty Capital Group, Individually and on Behalf of All Others Similarly Situated v. Oppenheimer Holdings Inc., Oppenheimer & Co. Inc., and Oppenheimer Asset Management Inc., was filed in the U.S.
Removed
The settlement is subject to Oppenheimer obtaining a waiver of certain statutory disqualifications.
Added
District Court for the Southern District of New York ("District Court"). Plaintiff purports to represent customers who had cash deposits or balances in the Advantage Bank Deposit (“ABD”) program. Plaintiff alleges that the Company paid customers unreasonably low interest rates in the ABD program and seeks unspecified damages.
Added
Plaintiff alleges breaches of the terms and conditions of the ABD program and implied covenant of good faith and fair dealing, breach of fiduciary duties, violation of New York General Business Law (the “GBL”), negligence, negligent misrepresentations and unjust enrichment. On August 8, 2025, Oppenheimer filed a motion to dismiss the complaint on a number of grounds.
Added
On October 4, 2025, the court issued an order dismissing Oppenheimer Holdings Inc. and Oppenheimer Asset Management Inc. from the case, and granting in part, and denying in part, Oppenheimer’s motion to dismiss.
Added
Specifically, Oppenheimer's motion to dismiss plaintiff's causes of action for breach of fiduciary duty for non-advisory clients, unjust enrichment, negligence and negligent misrepresentation were granted, while the motion to dismiss causes of action for breach of the terms and conditions and implied covenant of good faith and fair dealing, breach of fiduciary duty for advisory clients and violation of the GBL were denied.
Added
On October 21, 2025, plaintiff moved for class certification, which Oppenheimer opposed. On December 8, 2025, the Court issued its decision granting class certification on plaintiff’s causes of action for breach of the terms and conditions and implied covenant of good faith and fair dealing, and violation of the GBL.
Added
The Court held that plaintiff did not have standing to assert a class claim for breach of fiduciary duty, but granted plaintiff leave to amend the complaint by December 22, 2025 to include a plaintiff with standing. Plaintiff did not amend its complaint.
Added
On December 22, 2025, Oppenheimer filed a petition for permission to appeal the decision granting class certification with the U.S. Court of Appeals for the Second Circuit, which 34 Table of Contents petition is currently pending.
Added
The case is scheduled for trial commencing in June, 2026, and it is likely that a decision by the trial jury will be rendered in the District Court this fiscal year. Oppenheimer believes the claims to be without merit and intends to vigorously defend itself against this action.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(d) Share Performance Graph The following graph shows cumulative total stockholder return over the past five year period of U.S. $100 invested in (1) the Company's Class A Stock, (2) the Standard & Poor's 500 Index (S&P 500), and (3) the Standard & Poor's 500 Diversified Financial Index (S&P 500 / Diversified Financials – S5DIVF): 34 Table of Contents As of December 31, 2019 2020 2021 2022 2023 2024 Oppenheimer Class A Stock 100 120 174 156 153 238 S&P 500 100 116 148 119 148 183 S&P 500 / Diversified Financials 100 110 147 129 147 187 Stock Buy-Back On March 1, 2024, the Company's Board of Directors approved a share repurchase program that authorizes the Company to purchase up to 518,000 shares of the Company's Class A Stock, representing approximately 5.0% of its 10,357,376 then issued and outstanding shares of Class A Stock.
Biggest change(c) Securities Authorized for Issuance Under Equity Compensation Plans Information related to the Company's compensation plans under which equity securities are authorized for issuance is presented in Note 16 of the Notes to Consolidated Financial Statements and Part III, Item 12 of this Form 10-K. 37 Table of Contents (d) Share Performance Graph The following graph shows cumulative total stockholder return over the past five year period of U.S. $100 invested in (1) the Company's Class A Stock, (2) the Standard & Poor's 500 Index (S&P 500), and (3) the Standard & Poor's 500 Financials Index: As of December 31, 2020 2021 2022 2023 2024 2025 Oppenheimer Class A Stock 100 152 141 140 215 246 S&P 500 100 129 105 133 166 196 S&P 500 Financials 100 135 121 135 177 203
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (a) The Company's Class A Stock is listed and traded on the NYSE (trading symbol "OPY"). The Class B Stock is not traded on any stock exchange and, as a consequence, there is only limited trading in the Class B Stock.
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (a) Market information The Company's Class A Stock is listed and traded on the NYSE (trading symbol "OPY"). The Class B Stock is not traded on any stock exchange and, as a consequence, there is only limited trading in the Class B Stock.
For additional information on the Company’s share repurchase program, see Note 12 to the Consolidated Financial Statements.
For additional information on the Company’s share repurchase program, see Note 13 to the Consolidated Financial Statements.
During the year ended December 31, 2023, the Company purchased and canceled an aggregate of 1,684,287 shares of Class A Stock for a total consideration of $60.6 million ($36.00 per share) under its share repurchase program. As of December 31, 2023, 223,699 shares remained available to be purchased under the share repurchase program.
During the year ended December 31, 2025, the Company purchased and canceled an aggregate of 46,292 shares of Class A Stock for a total consideration of $3.0 million ($64.36 per share) under its share repurchase program. As of December 31, 2025, 451,601 shares remained available to be purchased under the share repurchase program.
Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice. There were no purchases of shares of Class A Stock during the fourth quarter of 2024.
Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice.
The Company does not presently contemplate listing the Class B Stock in the United States on any national or regional stock exchange or on NASDAQ. The Company paid cash dividends of $0.66 per share in 2024 to holders of Class A and Class B Stock for a total of $6.8 million.
The Company does not presently contemplate listing the Class B Stock in the United States on any national or regional stock exchange or on NASDAQ.
(b) The following table sets forth information about the stockholders of the Company as of February 27, 2025 as set forth in the records of the Company's transfer agent and registrar: Number of Shares Outstanding Number of Stockholders of Record Class A Stock 10,425,575 86 Class B Stock 99,665 32 (c) Share-Based Compensation Plans On February 26, 2014, the Company adopted the Oppenheimer Holdings Inc. 2014 Incentive Plan, which expired by its terms on February 26, 2024.
The following table sets forth information about the stockholders of the Company as of February 26, 2026 as set forth in the records of the Company's transfer agent and registrar: Number of Shares Outstanding Number of Stockholders of Record Class A Stock 10,607,590 83 Class B Stock 99,665 32 Our Class A Stock is owned by numerous beneficial owners, whose shares are held in the names of various banks, broker-dealers and other financial institutions.
As of December 31, 2024, there were 1,434,968 shares of Class A Stock underlying outstanding restricted share awards. The Class A Stock underlying all vested restricted shares could be sold pursuant to Rule 144 or effective registration statements on Form S-8.
The Class A Stock underlying all vested restricted shares could be sold pursuant to Rule 144 or effective registration statements on Form S-8. 36 Table of Contents (b) Issuer Purchases of Equity Securities On March 1, 2024, the Company's Board of Directors approved a share repurchase program that authorizes the Company to purchase up to 518,000 shares of the Company's Class A Stock, representing approximately 5.0% of its 10,357,376 then issued and outstanding shares of Class A Stock.
Removed
The Company paid cash dividends of $0.60 per share in 2023 to holders of Class A and Class B Stock for a total of $6.5 million. The Company paid cash dividends of $0.60 per share in 2022 to holders of Class A and Class B Stock for a total of $7.0 million.
Added
The following table sets forth for the periods indicated the high and low trades for the Company's Class A Stock. 2025 2024 High Low High Low First quarter $ 73.12 $ 58.40 $ 41.48 $ 37.14 Second quarter $ 66.81 $ 49.26 $ 47.93 $ 36.93 Third quarter $ 79.99 $ 64.66 $ 58.35 $ 47.47 Fourth quarter $ 77.10 $ 63.81 $ 70.25 $ 47.39 Cash dividends per share declared during the year are reflected below.
Removed
On March 1, 2024, the Company adopted the Oppenheimer Holdings Inc. 2024 Incentive Plan (the "2024 OIP") pursuant to which the Compensation Committee of the Board of Directors of the Company may grant options to purchase Class A Stock, restricted Class A Stock awards and Class A Stock awards to officers, directors and key employees of the Company and its subsidiaries.
Added
The dividends were typically declared in the same quarter in which they were paid.
Removed
The 2024 OIP received stockholder approval at the Annual Meeting of Stockholders on May 6, 2024. The Company's share-based compensation plans are described in note 17 to the consolidated financial statements appearing in Item 8.
Added
(Expressed in thousands, except per share amounts) 2025 2024 2023 Dividend Per Share Total Dividend Declared Dividend Per Share Total Dividend Declared Dividend Per Share Total Dividend Declared First quarter $ 0.18 $ 1,894 $ 0.15 $ 1,583 $ 0.15 $ 1,674 Second quarter $ 0.18 $ 1,893 $ 0.15 $ 1,550 $ 0.15 $ 1,659 Third quarter $ 0.18 $ 1,894 $ 0.18 $ 1,849 $ 0.15 $ 1,583 Fourth quarter $ 1.18 $ 12,381 $ 0.18 $ 1,860 $ 0.15 $ 1,556 Total $ 1.72 $ 18,062 $ 0.66 $ 6,842 $ 0.60 $ 6,472 On December 12, 2025, the Company announced a special cash dividend in the amount of $1.00 per share, payable on January 9, 2026 to holders of record of Class A Stock and Class B Stock as of the close of business on December 26, 2025.
Added
As of December 31, 2025, there were 1,265,307 shares of Class A Stock underlying outstanding restricted share awards.
Added
The following table provides information regarding purchases of shares of Class A Stock during the fourth quarter of 2025: (a) (b) (c) (d) Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Maximum number of shares that may yet be purchased under the plans or programs (1) October 1 - 31, 2025 — $ — — 486,508 November 1 - 30, 2025 33,747 $ 66.20 33,747 452,761 December 1 - 31, 2025 1,160 $ 66.74 1,160 451,601 Q4 2025 Total 34,907 $ 66.14 34,907 451,601 (1) None of the foregoing authorizations is subject to expiration.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

64 edited+39 added−36 removed34 unchanged
Biggest changeFiscal 2023 compared to Fiscal 2022 Revenue • Commission revenue was $349.2 million for the year ended December 31, 2023, a decrease of 5.7% compared with $370.4 million for the year ended December 31, 2022 due to decreased client activity in listed securities, OTC products and options, partially offset by higher commission income on annuities. • Advisory fees were $415.7 million for the year ended December 31, 2023, a decrease of 2.3% compared with $425.6 million for the year ended December 31, 2022 due to lower management fees from advisory programs attributable to reduced billable AUM levels and lower incentive fees from alternative investments during the year. 39 Table of Contents • Investment banking revenue was $117.7 million for the year ended December 31, 2023, a decrease of 7.7% compared with $127.5 million for the year ended December 31, 2022 driven by an industry-wide slowdown in M&A transactions and lower levels of fixed income capital issuances, partially offset by higher equity underwriting fees. • Bank deposit sweep income was $172.8 million for the year ended December 31, 2023, an increase of 65.3% compared with $104.6 million for the year ended December 31, 2022 due to higher short-term interest rates, partially offset by lower cash sweep balances. • Interest revenue was $104.6 million for the year ended December 31, 2023, an increase of 72.2% compared with $60.7 million for the year ended December 31, 2022 due to higher short-term interest rates, which drove record full year margin interest income. • Principal transactions revenue was $65.3 million for the year ended December 31, 2023, an increase of 210.7% compared with $21.0 million for the year ended December 31, 2022 primarily due to higher fixed income trading volumes. • Other revenue was $23.5 million for the year ended December 31, 2023, a significant increase compared to $1.1 million for the year ended December 31, 2022 primarily due to increases in the cash surrender value of Corporate-owned life insurance during 2023, which fluctuates based on changes in fair value of the policies' underlying investments.
Biggest changeCompensation and related expenses as a percentage of revenue was 62.1% for the year ended December 31, 2025 compared with 65.4% for the year ended December 31, 2024 • Non-compensation expenses were $410.4 million during the year ended December 31, 2025, an increase of 5.2% compared with $389.9 million during the year ended December 31, 2024 due to higher underwriting and technology-related expenses • The effective tax rate for the 2025 year improved to 29.9% compared with 32.6% for the prior year as the impact of certain unfavorable permanent items and nondeductible foreign losses was reduced due to higher income levels in the year ended December 31, 2025 Fiscal 2024 compared to Fiscal 2023 Revenue • Commission revenue was $409.7 million for the year ended December 31, 2024, an increase of 17.3% compared with $349.2 million for the year ended December 31, 2023 due to higher overall client activity • Advisory fees were $483.4 million for the year ended December 31, 2024, an increase of 16.3% compared with $415.7 million for the year ended December 31, 2023 due to higher management fees from advisory programs attributable to record billable AUM levels • Investment banking revenue was $176.4 million for the year ended December 31, 2024, an increase of 50.0% compared with $117.7 million for the year ended December 31, 2023 due to higher transaction and new issuance volumes • Bank deposit sweep income was $138.8 million for the year ended December 31, 2024, a decrease of 19.7% compared with $172.8 million for the year ended December 31, 2023 due to lower cash sweep balances and lower short-term interest rates • Interest revenue was $135.5 million for the year ended December 31, 2024, an increase of 29.6% compared with $104.6 million for the year ended December 31, 2023 primarily due to higher average margin loan balances and security inventories • Principal transactions revenue was $54.7 million for the year ended December 31, 2024, a decrease of 16.3% compared with $65.3 million for the year ended December 31, 2023 primarily due to lower realized and unrealized gains from government securities trading activities • Other revenue was $33.9 million for the year ended December 31, 2024, an increase of 44.1% compared to $23.5 million for the year ended December 31, 2023 primarily due to higher death benefit proceeds 43 Table of Contents Expenses • Compensation and related expenses totaled $936.8 million during the year ended December 31, 2024, an increase of 19.7% compared with the year ended December 31, 2023 primarily due to higher salary expense, production-related expenses, incentive compensation costs and elevated expenses associated with Oppenheimer stock appreciation rights (“OARs”), which were adversely impacted by the significant increase in the OPY Class A Stock price.
On December 20, 2024, the SEC adopted rule amendments to SEC Rule 15c3-3 (the customer protection rule) to require certain broker-dealers, including those with average total credits (amounts owed to customers) equal to or greater than $500 million, to increase the frequency with which they perform computation of the net cash they owe customers and proprietary accounts of other broker-dealers ("PAB") from weekly to daily.
Amendments to SEC Rule 15c3-3 On December 20, 2024, the SEC adopted rule amendments to SEC Rule 15c3-3 (the customer protection rule) to require certain broker-dealers, including those with average total credits (amounts owed to customers) equal to or greater than $500 million, to increase the frequency with which they perform computation of the net cash they owe customers and proprietary accounts of other broker-dealers ("PAB") from weekly to daily.
Management is required to assess the probability of loss and estimate the amount of such loss when preparing its consolidated financial statements. Assumption and judgement - The determination of the levels of these reserves requires significant judgment on the part of management.
Management is required to assess the probability of loss and estimate the amount of such loss when preparing its consolidated financial statements. Assumption and judgment - The determination of the levels of these reserves requires significant judgment on the part of management.
Assumption and judgement - The fair value hierarchy established by ASC 820 prioritizes the inputs used in valuation techniques into the following three categories (highest to lowest priority): • Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets; • Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly; and • Unobservable inputs that are significant to the overall fair value measurement.
Assumption and judgment - The fair value hierarchy established by ASC 820 prioritizes the inputs used in valuation techniques into the following three categories (highest to lowest priority): • Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets; • Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly; and • Unobservable inputs that are significant to the overall fair value measurement.
These risks and uncertainties, many of which are beyond the Company’s control, include, but are not limited to: (i) transaction volume in the securities markets, (ii) the volatility of the securities markets, (iii) fluctuations in interest rates, (iv) changes in regulatory requirements that could affect the cost and method of doing business, (v) general economic conditions, both domestic and international, including inflation, recession, and changes in consumer confidence and spending, (vi) competition from existing financial institutions, new entrants and other participants in the securities markets and financial services industry, (vii) potential cybersecurity threats and attacks, (viii) legal developments affecting the litigation experience of the securities industry and the Company, (ix) changes in foreign, federal and state tax laws that could affect the popularity of products sold by the Company or impose taxes on securities transactions, (x) the adoption and implementation of the SEC’s “Regulation Best Interest” and other regulations adopted in recent years, (xi) war, terrorist acts and nuclear confrontation as well as political unrest, including events relating to the Israel-Hamas war, the conflict with Hezbollah and Iran and related unrest in the Middle East and Russia's invasion of Ukraine and related Western sanctions, (xii) the Company’s ability to achieve its business plan, (xiii) the effects of the economy on the Company’s ability to find and maintain financing options and liquidity, (xiv) credit, operational, legal and regulatory risks, (xv) risks related to foreign operations, (xvi) the effect of technological innovation on the financial services industry and securities business including but not limed to risks associated with the use of artificial intelligence, (xvii) risks related to election results, Congressional gridlock, political and social unrest, government shutdowns and investigations, trade wars, bank failures, changes in or uncertainty surrounding regulation, and the potential for default by the U.S. government on the nation's debt, (xviii) risks related to changes in capital requirements under international standards that may cause banks to back away from providing funding to the securities industry and (xix) economic, market, political and social impact of, and uncertainty relating to, any catastrophic events, including pandemics, epidemics or other outbreaks of disease, climate-related risks such as natural disasters and extreme weather events.
These risks and uncertainties, many of which are beyond the Company’s control, include, but are not limited to: (i) transaction volume in the securities markets, (ii) the volatility of the securities markets, (iii) fluctuations in interest rates, (iv) changes in regulatory requirements or taxation policy that could affect the cost and method of doing business, (v) general economic conditions, both domestic and international, including inflation, recession, stagflation, and changes in consumer confidence and spending, (vi) competition from existing financial institutions, new entrants and other participants in the securities markets and financial services industry, (vii) potential cybersecurity threats and attacks, (viii) legal developments affecting the litigation experience of the securities industry and the Company, (ix) changes in foreign, federal and state tax laws that could affect the popularity of products sold by the Company or impose taxes on securities transactions, (x) the adoption and implementation of the SEC’s “Regulation Best Interest” and other regulations adopted in recent years, (xi) war, terrorist acts and nuclear confrontation as well as political unrest, including events relating to the Israel-Hamas war, the conflict with Hezbollah and Iran and related unrest in the Middle East, Russia's invasion of Ukraine and related Western sanctions and recent U.S. military activity in Venezuela, (xii) the Company’s ability to achieve its business plan, (xiii) the effects of the economy on the Company’s ability to find and maintain financing options and liquidity, (xiv) credit, operational, legal and regulatory risks, (xv) risks related to foreign operations, (xvi) the effect of technological innovation on the financial services industry and securities business including but not limed to risks associated with the use of artificial intelligence, (xvii) risks related to election results, Congressional gridlock, political and social unrest, government shutdowns and investigations, government spending, inflation, immigration, impact of tariffs and trade wars, bank failures, changes in or uncertainty surrounding regulation, and the potential for default by the U.S. government on the nation's debt, (xviii) risks related to changes in capital requirements under international standards that may cause banks to back away from providing funding to the securities industry and (xix) economic, market, political and social impact of, and uncertainty relating to, any catastrophic events, including pandemics, epidemics or other outbreaks of disease, climate-related risks such as natural disasters and extreme weather events.
Its principal subsidiaries are Oppenheimer & Co. Inc. ("Oppenheimer") and Oppenheimer Asset Management Inc. ("OAM"). As of December 31, 2024, we provided our services from 88 offices in 25 states located throughout the United States, offices in Puerto Rico, Tel Aviv, Israel, Hong Kong, China, London, England, St. Helier, Isle of Jersey and Geneva, Switzerland.
Its principal subsidiaries are Oppenheimer & Co. Inc. ("Oppenheimer") and Oppenheimer Asset Management Inc. ("OAM"). As of December 31, 2025, we provided our services from 88 offices in 25 states located throughout the United States, offices in Puerto Rico, Tel Aviv, Israel, Hong Kong, China, London, England, St. Helier, Isle of Jersey and Geneva, Switzerland.
Assumption and judgement - We recognize deferred tax assets to the extent we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and the results of recent operations.
Assumption and judgment - We recognize deferred tax assets to the extent we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and the results of recent operations.
The Company's long-term growth plan is to continue to expand existing offices by hiring experienced professionals as well as expand through the purchase of operating branch offices from other broker-dealers or the opening of new branch offices in attractive locations, and to continue to grow and develop the existing trading, investment banking, investment advisory and other divisions.
The Company's long-term growth plan is to continue to expand existing offices by hiring experienced professionals as well as expand through the purchase of operating branch offices from other broker-dealers or the opening of new branch offices in attractive locations, and to continue to grow and develop the existing trading, investment banking, investment advisory and other businesses.
Each legal and regulatory proceeding is reviewed with counsel in each accounting period and the reserve is adjusted as deemed appropriate by management. Any change in the reserve amount is recorded in the results of that period. See note 18 to the consolidated financial statements appearing in Item 8 for further details.
Each legal and regulatory proceeding is reviewed with counsel in each accounting period and the reserve is adjusted as deemed appropriate by management. Any change in the reserve amount is recorded in the results of that period. See Note 17 to the consolidated financial statements appearing in Item 8 for further details.
The amount of Oppenheimer's bank borrowings fluctuates in response to changes in the level of the Company's securities inventories and customer margin debt, changes in notes receivable from employees, investment in furniture, equipment and leasehold improvements, changes in stock loan balances and financing through 45 Table of Contents repurchase agreements.
The amount of Oppenheimer's bank borrowings fluctuates in response to changes in the level of the Company's securities inventories and customer margin debt, changes in notes receivable from employees, 49 Table of Contents investment in furniture, equipment and leasehold improvements, changes in stock loan balances and financing through repurchase agreements.
We recognize the importance of 36 Table of Contents compliance with applicable regulatory requirements and are committed to performing rigorous and ongoing assessments of our compliance and risk management effort, and investing in people and programs, while providing a platform with first class investment programs and services.
We recognize the importance of compliance with applicable regulatory requirements and are committed to performing rigorous and ongoing 39 Table of Contents assessments of our compliance and risk management effort, and investing in people and programs, while providing a platform with first class investment programs and services.
For a discussion of our results of operations and liquidity and capital resources for the year ended December 31, 2022, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
For a discussion of our results of operations and liquidity and capital resources for the year ended December 31, 2023, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
When determining whether to record a reserve, management considers many factors including, but not limited to, the amount of the claim; the stage and forum of the proceeding, the sophistication of the claimant, the amount of the loss, if any, in the client's account and the possibility of wrongdoing, if any, on the part of an employee of the Company; the basis and validity of the claim; previous results in similar cases; and applicable legal precedents and case law.
When determining whether to record a reserve, management considers many factors including, but not limited to, the amount of the claim; the stage and forum of the proceeding, the sophistication of the 48 Table of Contents claimant, the amount of the loss, if any, in the client's account and the possibility of wrongdoing, if any, on the part of an employee of the Company; the basis and validity of the claim; previous results in similar cases; and applicable legal precedents and case law.
In establishing a provision for income tax expense, we must make judgements and interpretations about the application of these inherently complex tax laws. We estimate when certain items will affect taxable income in the various jurisdictions in the future.
In establishing a provision for income tax expense, we must make judgments and interpretations about the application of these inherently complex tax laws. We estimate when certain items will affect taxable income in the various jurisdictions in the future.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The purpose of this section is to discuss and analyze our consolidated financial condition, liquidity and capital resources and results of operations for the years ended December 31, 2024 and 2023.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The purpose of this section is to discuss and analyze our consolidated financial condition, liquidity and capital resources and results of operations for the years ended December 31, 2025 and 2024.
The assumptions we used to determine the estimates of reserves may be incorrect and the actual disposition of a legal or regulatory proceeding could be greater or less than the reserve amount. 44 Table of Contents Income Taxes Critical estimates – We are subject to the income tax laws of the U.S., its states, and the municipalities in which we operate.
The assumptions we used to determine the estimates of reserves may be incorrect and the actual disposition of a legal or regulatory proceeding could be greater or less than the reserve amount. Income Taxes Critical estimates – We are subject to the income tax laws of the U.S., its states, and the municipalities in which we operate.
Impact if actual results differ from assumptions – Due to the inherent uncertainties of the legal and regulatory proceedings, our judgement may be materially different from the actual outcome.
Impact if actual results differ from assumptions – Due to the inherent uncertainties of the legal and regulatory proceedings, our judgment may be materially different from the actual outcome.
See note 16 to the consolidated financial statements appearing in Item 8 for further details. Impact if actual results differ from assumptions – Although we believe that our estimates and judgements are reasonable, actual results may differ from these estimates. Some or all of these judgements are subject to review by the relevant taxing authorities.
See Note 15 to the consolidated financial statements appearing in Item 8 for further details. Impact if actual results differ from assumptions – Although we believe that our estimates and judgments are reasonable, actual results may differ from these estimates. Some or all of these judgments are subject to review by the relevant taxing authorities.
The Company permanently reinvests eligible earnings of its foreign subsidiaries and, accordingly, does not accrue any U.S. income taxes that would arise if these earnings were repatriated. The unrecognized deferred tax liability associated with the outside basis difference of its foreign subsidiaries is estimated at $3.5 million for those subsidiaries.
The Company permanently reinvests eligible earnings of its foreign subsidiaries and, accordingly, does not accrue any U.S. income taxes that would arise if these earnings were repatriated. The unrecognized deferred tax liability associated with the outside basis difference of its foreign subsidiaries is estimated at $4.0 million for those subsidiaries.
The following is a discussion of these estimates: 43 Table of Contents Fair Value Measurements Critical estimates - The accounting guidance for the fair value measurement (ASC 820) of financial assets defines fair value, establishes a framework for measuring fair value, establishes a fair value measurement hierarchy, and expands fair value measurement disclosures.
The following is a discussion of these estimates: Fair Value Measurements Critical estimates - The accounting guidance for the fair value measurement (ASC 820) of financial assets defines fair value, establishes a framework for measuring fair value, establishes a fair value measurement hierarchy, and expands fair value measurement disclosures.
Our reviews have resulted in a contingency funding plan that we believe would result in a reduction of assets through liquidation that would significantly reduce the Company's need for external financing. Our primary long-term cash requirements include $173.3 million of operating lease obligations.
Our reviews have resulted in a contingency funding plan that we believe would result in a reduction of assets through liquidation that would significantly reduce the Company's need for external financing. Our primary long-term cash requirements include $154.9 million of operating lease obligations.
At December 31, 2024, the Company had a $252.1 million outstanding bank loan balance. The Company also has some availability of short-term bank financing on an unsecured basis. The Company's overseas subsidiaries, Oppenheimer Europe Ltd. and Oppenheimer Investments Asia Limited, are subject to local regulatory capital requirements that restrict our ability to utilize their capital for other purposes.
At December 31, 2025, the Company had a $76.8 million outstanding bank loan balance. The Company also has some availability of short-term bank financing on an unsecured basis. The Company's overseas subsidiaries, Oppenheimer Europe Ltd. and Oppenheimer Investments Asia Limited, are subject to local regulatory capital requirements that restrict our ability to utilize their capital for other purposes.
During periods of high volatility, we have seen increased calls for deposits of collateral to offset perceived risk between the Company's settlement liability to industry utilities such as the Options Clearing Corporation (“OCC”) and National Securities Clearing Corp. (“NSCC”) as well as more stringent collateral arrangements with our bank lenders.
During periods of high volatility, we have seen increased calls for deposits of collateral to offset perceived risk between the Company's settlement liability to industry clearing houses such as the Depository Trust Company ("DTC"), Options Clearing Corporation (“OCC”) and National Securities Clearing Corp. (“NSCC”) as well as more stringent collateral arrangements with our bank lenders.
The new guidance, which becomes effective in 2027, will not have an impact on our financial position or results of operations since it only amends certain disclosures. LIQUIDITY AND CAPITAL RESOURCES Total assets increased by 17.7% from December 31, 2023 to December 31, 2024.
The new guidance, which becomes effective in 2027, will not have an impact on our financial position or results of operations since it only amends certain disclosures. LIQUIDITY AND CAPITAL RESOURCES Total assets increased by 10.0% from December 31, 2024 to December 31, 2025.
(4) Private equity funds include portfolios focused on technology, infrastructure, real estate, natural resources and specific co- investment opportunities. (5) The portfolio enhancement program sells uncovered, far out-of-the-money puts and calls on the S&P 500 Index. The program is market neutral and uncorrelated to the index.
They may be single manager or fund of funds (4) Private equity funds include portfolios focused on technology, infrastructure, real estate, natural resources and specific co-investment opportunities (5) The portfolio enhancement program sells uncovered, far out-of-the-money puts and calls on the S&P 500 Index. The program is market neutral and uncorrelated to the index.
AUM includes the total market value of client investments in discretionary and non-discretionary advisory programs and as well as the net asset value of private placement of alternative investments offered by and held by clients of the firm. Client assets under administration ("CAUA") as of December 31, 2024 totaled $129.5 billion.
AUM includes the total market value of client investments in discretionary and non-discretionary advisory programs and as well as the net asset value of private placement of alternative investments offered by and held by clients of the Firm. Client assets under administration ("CAUA") as of December 31, 2025 totaled $143.3 billion.
Impacted entities must perform the customer and PAB reserve computations daily beginning no later than December 31, 2025. We anticipate that the new amendments will impact our principal broker dealer and may result in an increase in required staffing levels.
Impacted entities must perform the customer and PAB reserve computations daily beginning no later than June 30, 2026. We anticipate that the new amendments will impact our principal broker dealer and may result in an increase in required staffing levels.
The Company provides investment advisory services through OAM and Oppenheimer Investment Management LLC ("OIM") and Oppenheimer's financial advisor directed programs. At December 31, 2024, client assets under management ("AUM") totaled $49.4 billion.
The Company provides investment advisory services through OAM and Oppenheimer Investment Management LLC ("OIM") and Oppenheimer's financial advisor directed programs. At December 31, 2025, client assets under management ("AUM") totaled $55.2 billion.
Compensation and related expenses as a percentage of revenue was 65.4% for the year ended December 31, 2024 compared with 62.7% for the year ended December 31, 2023. • Non-compensation expenses were $389.9 million during the year ended December 31, 2024, a decrease of 7.1% compared with $419.7 million during the year ended December 31, 2023 largely due to the absence of significant legal and regulatory costs, partially offset by an increase in interest expense. • The effective income tax rate for the year ended December 31, 2024 was 32.6% compared with 35.3% for the year ended December 31, 2023 primarily due to the absence of the non-deductible $13.0 million regulatory settlement, which was recorded in 2023.
Compensation and related expenses as a percentage of revenue was 65.4% for the year ended December 31, 2024 compared with 62.7% for the year ended December 31, 2023 • Non-compensation expenses were $389.9 million during the year ended December 31, 2024, a decrease of 7.1% compared with $419.7 million during the year ended December 31, 2023 largely due to the absence of significant legal and regulatory costs, partially offset by an increase in interest expense • The effective income tax rate for the year ended December 31, 2024 was 32.6% compared with 35.3% for the year ended December 31, 2023 primarily due to the absence of the non-deductible $13.0 million regulatory settlement, which was recorded in 2023 BUSINESS SEGMENTS The table below presents information about the reported revenue and pre-tax income (loss) of the Company's reportable business segments for the three months and years ended December 31, 2025 and 2024.
The regulatory capital requirements for Oppenheimer Europe Ltd. and Oppenheimer Investments Asia Limited were $6.1 million and $386,200, respectively, at December 31, 2024. The liquid assets at Oppenheimer Europe Ltd. are primarily comprised of cash deposits in bank accounts. The liquid assets at Oppenheimer Investments Asia Limited are primarily comprised of investments in U.S.
The regulatory capital requirements for Oppenheimer Europe Ltd. and Oppenheimer Investments Asia Limited were $6.9 million and $385,440, respectively, at December 31, 2025. The liquid assets at Oppenheimer Europe Ltd. are primarily comprised of cash deposits in bank accounts. The liquid assets at Oppenheimer Investments Asia Limited are primarily comprised of investments in U.S.
ASU 2024-03 – Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses The FASB issued this ASU in November of 2024 which will require public business entities to disclose specified information about certain costs and expenses, including employee compensation, depreciation and intangible asset amortization at each interim and annual reporting period.
New Accounting Pronouncements The following Accounting Standards Updates (“ASU”) issued by the Financial Accounting Standards Board ("FASB") have not yet been adopted by the Company: ASU 2024-03 – Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses The FASB issued this ASU in November of 2024 which will require public business entities to disclose specified information about certain costs and expenses, including employee compensation, depreciation and intangible asset amortization at each interim and annual reporting period.
Legal and Regulatory Reserves Critical estimates – In the normal course of business, the Company has been named as defendant or co-defendant in various legal actions, including arbitrations, class actions and other litigation, creating substantial exposure and periodic expenses.
Legal and Regulatory Reserves Critical estimates – In the normal course of business, the Company has been named as defendant or co-defendant in various legal actions, including arbitrations, class actions and other litigation, creating substantial exposure and periodic expenses. The Company may also be subject to potential fines and penalties imposed by regulatory authorities.
The largest amount of reverse repurchase agreements and repurchase agreements outstanding on a gross basis during the year ended December 31, 2024 was $671.2 million and $1,118.0 million, respectively ($506.4 million and $806.9 million, respectively, for the year ended December 31, 2023).
The largest amount of reverse repurchase agreements and repurchase agreements outstanding on a gross basis during the year ended December 31, 2025 was $665.3 million and $1,405.8 million, respectively ($671.2 million and $1,118.0 million, respectively, for the year ended December 31, 2024).
FACTORS AFFECTING "FORWARD-LOOKING STATEMENTS" From time to time, the Company may publish or make oral statements that constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 which provides a safe harbor for forward-looking statements.
Oppenheimer has responded and will continue to respond to the OFAC subpoena. 52 Table of Contents FACTORS AFFECTING "FORWARD-LOOKING STATEMENTS" From time to time, the Company may publish or make oral statements that constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 which provides a safe harbor for forward-looking statements.
The valuation of financial instruments are classified in Level 3 of the fair value hierarchy and consists of valuation techniques that incorporate one or more significant unobservable inputs, and therefore requires the greatest amount of management judgment.
The valuation of financial instruments are classified in Level 3 of the fair value hierarchy and consists of valuation techniques that incorporate one or more significant unobservable inputs, and therefore requires the greatest amount of management judgment. As of December 31, 2025, the Company had $128,000 of auction rate securities classified within Level 3 of the fair value hierarchy.
The average daily balance of reverse repurchase agreements and repurchase agreements on a gross basis for the year ended December 31, 2024 was $322.0 million and $1,179.70 million, respectively ($107.6 million and $547.1 million, respectively, for the year ended December 31, 2023).
The average daily balance of reverse repurchase agreements and repurchase agreements on a gross basis for the year ended December 31, 2025 was $332.2 million and $1,092.5 million, respectively ($322.0 million and $1,179.7 million, respectively, for the year ended December 31, 2024).
At December 31, 2024, the gross balances of reverse repurchase agreements and repurchase agreements were $68.1 million and $999.8 million, respectively.
At December 31, 2025, the gross balances of reverse repurchase agreements and repurchase agreements were $175.8 million and $1,173.0 million, respectively.
Valuation is based on collateral requirements for a series of contracts representing the investment strategy. 42 Table of Contents Capital Markets Capital Markets reported revenue of $447.6 million for the year ended December 31, 2024, 29.4% higher compared with the prior year. Pre-tax loss was $39.6 million compared with a pre-tax loss of $63.0 million for the prior year.
Valuation is based on collateral requirements for a series of contracts representing the investment strategy 46 Table of Contents Capital Markets Capital Markets reported revenue of $591.3 million for the year ended December 31, 2025, 32.1% higher compared with the prior year. Pre-tax income was $56.2 million compared with a pre-tax loss of $39.6 million for the prior year.
Oppenheimer earns interest on its cash collateral provided and pays interest on the cash collateral received less a rebate earned for lending securities. Liquidity Management We manage our need for liquidity on a daily basis to ensure compliance with regulatory requirements. Our liquidity needs may be affected by market conditions, increased inventory positions, business expansion and other unanticipated occurrences.
Oppenheimer earns interest on its cash collateral provided and pays interest on the cash collateral received less a rebate earned for lending securities. Liquidity Management We manage our need for liquidity on a daily basis to ensure compliance with regulatory requirements.
CRITICAL ACCOUNTING ESTIMATES The Company's accounting estimates are essential to understanding and interpreting the financial results reported on the consolidated financial statements. The significant accounting policies used in the preparation of the Company's consolidated financial statements are summarized in note 2 to those statements.
The significant accounting policies used in the preparation of the Company's consolidated financial statements are summarized in Note 2 to those statements.
Pre-tax income was $265.7 million, an increase of 21.6% from the prior year.
Pre-tax income was $292.1 million, an increase of 9.9% from the prior year.
RESULTS OF OPERATIONS The following table and discussion summarizes the changes in the major revenue and expense categories for the past three years: (Expressed in thousands ) For the Years Ended December 31, For the Years Ended December 31, 2024 2023 % Change 2023 2022 % Change REVENUE Commissions $ 409,710 $ 349,248 17.3 $ 349,248 $ 370,382 (5.7) Advisory fees 483,433 415,679 16.3 415,679 425,615 (2.3) Investment banking 176,447 117,665 50.0 117,665 127,529 (7.7) Bank deposit sweep income 138,770 172,807 (19.7) 172,807 104,558 65.3 Interest 135,537 104,550 29.6 104,550 60,713 72.2 Principal transactions, net 54,684 65,347 (16.3) 65,347 21,031 210.7 Other 33,915 23,529 44.1 23,529 1,113 2,014.0 Total revenue 1,432,496 1,248,825 14.7 1,248,825 1,110,941 12.4 EXPENSES Compensation and related expenses 936,814 782,396 19.7 782,396 740,827 5.6 Communications and technology 99,361 91,321 8.8 91,321 85,474 6.8 Occupancy and equipment costs 63,852 66,002 (3.3) 66,002 59,897 10.2 Clearing and exchange fees 27,641 24,928 10.9 24,928 25,566 (2.5) Interest 87,991 68,599 28.3 68,599 23,846 187.7 Other 111,080 168,809 (34.2) 168,809 129,777 30.1 Total expenses 1,326,739 1,202,055 10.4 1,202,055 1,065,387 12.8 Pre-tax income 105,757 46,770 126.1 46,770 45,554 2.7 Income tax provision 34,510 16,498 109.2 16,498 13,444 22.7 Net Income $ 71,247 $ 30,272 135.4 $ 30,272 $ 32,110 (5.7) Net income (loss) attributable to non-controlling interest, net of tax (310) 93 * 93 (241) * Net income attributable to Oppenheimer Holdings Inc. $ 71,557 $ 30,179 137.1 $ 30,179 $ 32,351 (6.7) *Percentage not meaningful 38 Table of Contents Fiscal 2024 compared to Fiscal 2023 Revenue • Commission revenue was $409.7 million for the year ended December 31, 2024, an increase of 17.3% compared with $349.2 million for the year ended December 31, 2023 due to higher overall client activity. • Advisory fees were $483.4 million for the year ended December 31, 2024, an increase of 16.3% compared with $415.7 million for the year ended December 31, 2023 due to higher management fees from advisory programs attributable to record billable AUM levels. • Investment banking revenue was $176.4 million for the year ended December 31, 2024, an increase of 50.0% compared with $117.7 million for the year ended December 31, 2023 due to higher transaction and new issuance volumes. • Bank deposit sweep income was $138.8 million for the year ended December 31, 2024, a decrease of 19.7% compared with $172.8 million for the year ended December 31, 2023 due to lower cash sweep balances and lower short-term interest rates. • Interest revenue was $135.5 million for the year ended December 31, 2024, an increase of 29.6% compared with $104.6 million for the year ended December 31, 2023 primarily due to higher average margin loan balances and security inventories. • Principal transactions revenue was $54.7 million for the year ended December 31, 2024, a decrease of 16.3% compared with $65.3 million for the year ended December 31, 2023 primarily due to lower realized and unrealized gains from government securities trading activities. • Other revenue was $33.9 million for the year ended December 31, 2024, an increase of 44.1% compared to $23.5 million for the year ended December 31, 2023 primarily due to higher death benefit proceeds.
As we enter 2026, we believe that the momentum is likely to continue providing strong underpinnings to the equity markets and to results within our investment banking franchise. 41 Table of Contents RESULTS OF OPERATIONS The following table and discussion summarizes the changes in the major revenue and expense categories for the past three years: (Expressed in thousands ) For the Years Ended December 31, For the Years Ended December 31, 2025 2024 % Change 2024 2023 % Change Revenue Commissions $ 464,415 $ 409,710 13.4 $ 409,710 $ 349,248 17.3 Advisory fees 555,439 483,433 14.9 483,433 415,679 16.3 Investment banking 266,392 176,447 51.0 176,447 117,665 50.0 Bank deposit sweep income 114,811 138,770 (17.3) 138,770 172,807 (19.7) Interest 152,982 135,537 12.9 135,537 104,550 29.6 Principal transactions, net 50,214 54,684 (8.2) 54,684 65,347 (16.3) Other 33,818 33,915 (0.3) 33,915 23,529 44.1 Total revenue 1,638,071 1,432,496 14.4 1,432,496 1,248,825 14.7 Expenses Compensation and related expenses 1,016,506 936,814 8.5 936,814 782,396 19.7 Communications and technology 105,770 99,361 6.5 99,361 91,321 8.8 Occupancy and equipment costs 63,690 63,852 (0.3) 63,852 66,002 (3.3) Clearing and exchange fees 27,846 27,641 0.7 27,641 24,928 10.9 Interest 86,561 87,991 (1.6) 87,991 68,599 28.3 Other 126,507 111,080 13.9 111,080 168,809 (34.2) Total expenses 1,426,880 1,326,739 7.5 1,326,739 1,202,055 10.4 Pre-tax income 211,191 105,757 99.7 105,757 46,770 126.1 Income tax provision 63,232 34,510 83.2 34,510 16,498 109.2 Net Income $ 147,959 $ 71,247 107.7 $ 71,247 $ 30,272 135.4 Net income (loss) attributable to non-controlling interest, net of tax (444) (310) * (310) 93 * Net income attributable to Oppenheimer Holdings Inc. $ 148,403 $ 71,557 107.4 $ 71,557 $ 30,179 137.1 *Percentage not meaningful Fiscal 2025 compared to Fiscal 2024 Revenue • Commission revenue was a record high $464.4 million for the year ended December 31, 2025, an increase of 13.4% compared with $409.7 million for the year ended December 31, 2024 due to higher overall transaction volumes • Advisory fees were a record high $555.4 million for the year ended December 31, 2025, an increase of 14.9% compared with $483.4 million for the year ended December 31, 2024 due to higher management fees from advisory programs attributable to an increase in billable AUM levels and increased incentive fees from alternative investments • Investment banking revenue was $266.4 million for the year ended December 31, 2025, an increase of 51.0% compared with $176.4 million for the year ended December 31, 2024 due to greater participation in M&A transactions with higher associated fees and higher new issuance activity levels • Bank deposit sweep income for the year ended December 31, 2025 decreased $24.0 million or 17.3% from the prior year due to lower average cash sweep balances and lower short-term interest rates • Interest revenue was $153.0 million for the year ended December 31, 2025, an increase of 12.9% compared with $135.5 million for the year ended December 31, 2024 primarily due to higher interest earned on trading inventories 42 Table of Contents • Principal transactions revenue was $50.2 million for the year ended December 31, 2025, a decrease of 8.2% compared with $54.7 million for the year ended December 31, 2024 primarily due to lower realized and unrealized gains from government securities trading activities partially offset by higher corporate bond trading income • Other revenue of $33.8 million for the year ended December 31, 2025 was relatively flat compared to $33.9 million for the year ended December 31, 2024 Expenses • Compensation and related expenses totaled $1,016.5 million during the year ended December 31, 2025, an increase of 8.5% compared with the year ended December 31, 2024 primarily due to higher production-related expenses and incentive compensation accruals.
The total cash requirement for operating lease obligations is estimated to be approximately $11.8 million for the 2025 year. 47 Table of Contents Funding Risk (Expressed in thousands) For the Years Ended December 31, 2024 2023 Cash used in operating activities $ (108,168) $ (18,810) Cash used in investing activities (3,839) (15,561) Cash provided by (used in) financing activities 116,322 (74,761) Net increase (decrease) in cash and cash equivalents and restricted cash $ 4,315 $ (109,132) Management believes that funds from operations, combined with our capital base and available credit facilities, are sufficient for our liquidity needs in the foreseeable future.
Funding Risk (Expressed in thousands) For the Years Ended December 31, 2025 2024 Cash provided by (used in) operating activities $ 188,752 $ (108,168) Cash used in investing activities (1,388) (3,839) Cash (used in) provided by financing activities (182,109) 116,322 Net increase in cash and cash equivalents $ 5,255 $ 4,315 Management believes that funds from operations, combined with our capital base and available credit facilities, are sufficient for our liquidity needs in the foreseeable future.
Repurchase and reverse repurchase agreements are presented on a net-by-counterparty basis, when the repurchase and reverse repurchase agreements are executed with the same counterparty, have the same explicit settlement date, are executed in accordance with a master netting arrangement, the securities underlying the repurchase and reverse repurchase agreements exist in "book entry" form and certain other requirements are met.
Repurchase and reverse repurchase agreements, principally involving government and agency securities, are carried at amounts at which securities subsequently will be resold or reacquired as specified in the respective agreements and include accrued interest. 50 Table of Contents Repurchase and reverse repurchase agreements are presented on a net-by-counterparty basis, when the repurchase and reverse repurchase agreements are executed with the same counterparty, have the same explicit settlement date, are executed in accordance with a master netting arrangement, the securities underlying the repurchase and reverse repurchase agreements exist in "book entry" form and certain other requirements are met.
See “Business – Regulatory - Regulatory Capital Requirements” in Part I, Item 1 and note 19 of the Notes to Consolidated Financial Statements in Item 8 for further information on regulatory capital requirements.
As of December 31, 2025, all of our active regulated domestic and international subsidiaries had net capital in excess of minimum requirements. See “Business – Regulatory - Regulatory Capital Requirements” in Part I, Item 1 and Note 18 of the Notes to Consolidated Financial Statements in Item 8 for further information on regulatory capital requirements.
The average daily bank loan outstanding for the year ended December 31, 2024 was $167.7 million ($49.4 million for the year ended December 31, 2023). The largest daily bank loan outstanding for the year ended December 31, 2024 was $350.7 million ($167.3 million for the year ended December 31, 2023).
The largest daily bank loan outstanding for the year ended December 31, 2025 was $664.4 million ($350.7 million for the year ended December 31, 2024). At December 31, 2025, securities loan balances totaled $370.3 million ($235.5 million at December 31, 2024).
Liquidity For the most part, the Company's assets consist of cash and cash equivalents and assets that it can readily convert into cash. The receivable from brokers, dealers and clearing organizations represents deposits for securities borrowed transactions, margin deposits or current transactions awaiting settlement. The receivable from customers represents margin balances and amounts due on transactions awaiting settlement.
The receivables from brokers, dealers and clearing organizations represents deposits for securities borrowed transactions, margin deposits or current transactions awaiting settlement. The receivables from customers represents margin balances and amounts due on transactions awaiting settlement. Our receivables are, for the most part, collateralized by marketable securities.
All such requirements have been met in the ordinary course with available collateral. 48 Table of Contents REGULATORY MATTERS AND DEVELOPMENTS See the discussion of the regulatory environment in which we operate and the impact on our operations of certain rules and regulations in Item 1 “Business - Regulation” herein for additional information.
REGULATORY AND TAXATION MATTERS AND DEVELOPMENTS See the discussion of the regulatory environment in which we operate and the impact on our operations of certain rules and regulations in Item 1 “Business - Regulation” herein for additional information. Regulatory Capital Requirements Oppenheimer and many of its affiliates are each subject to various regulatory capital requirements.
(Expressed in thousands, except financial advisor headcount or otherwise indicated) For the Years Ended December 31, 2024 2023 % Change Revenue $ 972,052 $ 890,187 9.2 Commissions 221,558 186,496 18.8 Advisory fees 483,390 415,450 16.4 Bank deposit sweep income 138,771 172,807 (19.7) Interest 88,714 85,105 4.2 Other 39,619 30,329 30.6 Total Expenses $ 706,313 $ 671,652 5.2 Compensation 514,227 424,031 21.3 Non-compensation 192,086 247,621 (22.4) Pre-Tax Income $ 265,739 $ 218,535 21.6 Compensation Ratio 52.9 % 47.6 % 11.1 Non-compensation Ratio 19.8 % 27.8 % (28.8) Pre-Tax Margin 27.3 % 24.5 % 11.4 AUA (billions) $ 129.5 $ 118.2 9.6 AUM (billions) $ 49.4 $ 43.9 12.5 Cash Sweep Balances (billions) $ 3.0 $ 3.4 (11.8) Financial Advisor Headcount 931 931 — • Retail commissions increased significantly from the prior year due to higher overall client activity. • Advisory fees increased 16.4% from the prior year due to higher billable AUM during the year. • Bank deposit sweep income for the full year decreased $34.0 million or 19.7% from the prior year due to lower short-term interest rates and lower cash sweep balances. • Interest revenue increased 4.2% from the prior year due to higher average margin loan balances. • Other revenue increased 30.6% compared with the prior year primarily due to higher death benefit proceeds and allocated syndicate fess. • AUM were $49.4 billion, a new record at December 31, 2024, which is the basis for advisory fee billings for January 2025. • The increase in AUM from December 31, 2023 to December 31, 2024 was comprised of higher asset values of $6.4 billion on existing client holdings, offset by net distributions of $0.9 billion • Compensation expenses increased 21.3% from the prior year primarily due to greater production-related expenses and elevated costs associated with share appreciation rights. • Non-compensation expenses decreased 22.4% from the prior year primarily due to significantly lower legal and regulatory costs. 41 Table of Contents The following table provides a breakdown of the change in assets under management for the year ended December 31, 2024: (Expressed in millions) For the Year Ended December 31, 2024 Beginning Balance Appreciation (Depreciation) Ending Balance Fund Type Contributions Redemptions Traditional (1) $ 38,143 $ 7,853 $ (8,564) $ 5,607 $ 43,039 Institutional Fixed Income (2) 852 167 (139) 36 916 Alternative Investments: Hedge funds (3) 3,463 160 (381) 773 4,015 Private Equity Funds (4) 1,107 156 (53) (25) 1,185 Portfolio Enhancement Program (5) 305 5 (82) — 228 $ 43,870 $ 8,341 $ (9,219) $ 6,391 $ 49,383 (1) Traditional investments include third party advisory programs, Oppenheimer financial advisor managed and advisory programs, and Oppenheimer Asset Management taxable and tax-exempt portfolio management strategies.
(Expressed in thousands, except financial advisor headcount or otherwise indicated) For the Years Ended December 31, 2025 2024 % Change Revenue $ 1,035,403 $ 972,052 6.5 Commissions 235,321 221,558 6.2 Advisory fees 555,387 483,390 14.9 Bank deposit sweep income 114,811 138,771 (17.3) Interest 87,982 88,714 (0.8) Other 41,902 39,619 5.8 Total Expenses $ 743,338 $ 706,313 5.2 Compensation 539,694 514,227 5.0 Non-compensation 203,644 192,086 6.0 Pre-tax Income $ 292,065 $ 265,739 9.9 Compensation Ratio 52.1 % 52.9 % (1.5) Non-compensation Ratio 19.7 % 19.8 % (0.5) Pre-tax Margin 28.2 % 27.3 % 3.3 AUA (billions) $ 143.3 $ 129.5 10.7 AUM (billions) $ 55.2 $ 49.4 11.7 Cash Sweep Balances (billions) $ 3.0 $ 3.0 — Financial Advisor Headcount 924 931 (0.8) • Retail commissions increased 6.2% from the prior year, reaching a record high, driven by higher retail transaction volumes • Advisory fees increased 14.9% from the prior year, setting a new record, due to higher billable AUM and increased incentive fees from alternative investments • Bank deposit sweep income for the full year decreased $24.0 million or 17.3% from the prior year due to lower average cash sweep balances and lower short-term interest rates • Interest revenue was relatively flat with the prior year • Other revenue increased 5.8% compared with the prior year primarily due to allocated syndicate fees and changes in market value of the Firm's investments in hedge funds and private equity funds • AUM of $55.2 billion reached record levels at December 31, 2025, which is the basis for advisory fee billings for January 2026 • The $5.8 billion increase in AUM from December 31, 2024 to December 31, 2025 was largely due to higher asset values resulting from market appreciation • Compensation expenses increased 5.0% from the prior year primarily due to greater production-related expenses, partially offset by lower costs associated with share appreciation rights • Non-compensation expenses increased 6.0% from the prior year due to a number of items, including higher technology-related expenses and external portfolio manager costs that are directly related to higher AUM 45 Table of Contents The following table provides a breakdown of the change in assets under management for the year ended December 31, 2025: (Expressed in millions) For the Year Ended December 31, 2025 Beginning Balance Appreciation (Depreciation) Ending Balance Fund Type Contributions Redemptions Traditional (1) $ 43,039 $ 8,891 $ (10,577) $ 6,200 $ 47,553 Institutional Fixed Income (2) 916 71 (120) 63 930 Alternative Investments: Hedge funds (3) 4,015 153 (319) 1,061 4,910 Private Equity Funds (4) 1,185 195 (50) 286 1,616 Portfolio Enhancement Program (5) 228 30 (19) (8) 231 Other — 3 3 $ 49,383 $ 9,343 $ (11,085) $ 7,602 $ 55,243 (1) Traditional investments include third party advisory programs, Oppenheimer financial advisor managed and advisory programs, and Oppenheimer Asset Management taxable and tax-exempt portfolio management strategies (2) Institutional fixed income provides solutions to institutional investors including: Taft-Hartley Funds, Public Pension Funds, Corporate Pension Funds, and Foundations and Endowments (3) Hedge funds represent investments in strategies including long/short equity, global macro, event driven, merger arbitrage, multi-strategy and credit.
Securities owned, with the exception of the auction rate securities and trade claims, are mainly comprised of actively trading, readily marketable securities. 46 Table of Contents We issued $25.4 million in forgivable notes (which are inherently illiquid) to employees for the year ended December 31, 2024 ($21.5 million for the year ended December 31, 2023) as upfront or backend inducements to commence or continue employment as the case may be.
We issued $14.2 million in forgivable notes (which are inherently illiquid) to employees for the year ended December 31, 2025 ($25.4 million for the year ended December 31, 2024) as upfront or backend inducements to commence or continue employment as the case may be. The amount of funds allocated to such inducements will vary with hiring activity.
At December 31, 2024, securities loan balances totaled $235.5 million ($285.0 million at December 31, 2023). The average daily securities loan balance for the year ended December 31, 2024 was $305.8 million ($327.0 million for the year ended December 31, 2023).
The average daily securities loan balance for the year ended December 31, 2025 was $361.0 million ($305.8 million for the year ended December 31, 2024). The largest daily stock loan balance for the year ended December 31, 2025 was $502.9 million ($425.3 million for the year ended December 31, 2024).
The largest daily stock loan balance for the year ended December 31, 2024 was $425.3 million ($391.5 million for the year ended December 31, 2023). We finance our government trading operations through the use of securities purchased under agreements to resell ("reverse repurchase agreements") and repurchase agreements.
We finance our government trading operations through the use of securities purchased under agreements to resell ("reverse repurchase agreements") and repurchase agreements.
Israel formally declared war on Hamas in response to the attack and initiated several military operations in an effort to clear militants from the area. The war has now finished its second year and has seen a significant escalation in a longstanding conflict between Israel and Hezbollah, the Lebanese-based militant group.
Israel formally declared war on Hamas in response to the attack and initiated several military operations in an effort to clear militants from the area, including hostilities against Hezbollah, Syria and Iran.
(Expressed in thousands) For the Three Months Ended December 31, For the Years Ended December 31, 2024 2023 % Change 2024 2023 % Change Revenue Wealth Management 253,515 225,279 12.5 972,052 890,185 9.2 Capital Markets 119,325 81,457 46.5 447,579 345,897 29.4 Corporate/Other 2,577 1,553 65.9 12,865 12,743 1.0 Total 375,417 308,289 21.8 1,432,496 1,248,825 14.7 Pre-Tax Income (Loss) Wealth Management 53,708 60,070 (10.6) 265,739 218,533 21.6 Capital Markets (4,975) (18,179) (72.6) (39,596) (62,961) (37.1) Corporate/Other (31,666) (24,059) 31.6 (120,386) (108,802) 10.6 Total $ 17,067 $ 17,832 (4.3) $ 105,757 $ 46,770 126.1 40 Table of Contents Wealth Management Wealth Management reported revenue of $972.1 million for the year ended December 31, 2024, 9.2% higher compared with the prior year.
(Expressed in thousands) For the Three Months Ended December 31, For the Years Ended December 31, 2025 2024 % Change 2025 2024 % Change Revenue Wealth Management $ 287,270 253,515 13.3 $ 1,035,403 972,052 6.5 Capital Markets 182,928 119,325 53.3 591,315 447,579 32.1 Corporate/Other 2,432 2,577 (5.6) 11,353 12,865 (11.8) Total 472,630 375,417 25.9 1,638,071 1,432,496 14.4 Pre-tax Income (Loss) Wealth Management 98,839 53,708 84.0 292,065 265,739 9.9 Capital Markets 52,839 (4,975) (1,162.1) 56,167 (39,596) (241.9) Corporate/Other (45,708) (31,666) 44.3 (137,041) (120,386) 13.8 Total $ 105,970 $ 17,067 520.9 $ 211,191 $ 105,757 99.7 44 Table of Contents Wealth Management Wealth Management reported revenue of $1,035.4 million for the year ended December 31, 2025, 6.5% higher compared with the prior year.
The amount of funds allocated to such inducements will vary with hiring activity. We satisfy our need for liquidity from internally generated funds, collateralized and uncollateralized bank borrowings, stock loans and repurchase agreements and warehouse facilities. Bank borrowings are uncommitted in nature and, in most cases, collateralized by firm and customer securities.
We satisfy our need for liquidity from internally generated funds, collateralized and uncollateralized bank borrowings, stock loans and repurchase agreements. Bank borrowings are uncommitted in nature and, in most cases, collateralized by firm and customer securities. We obtain short-term borrowings primarily through bank call loans. Bank call loans are generally payable on demand and bear interest at various rates.
CAUA includes AUM and the other assets for which the firm provides services. We also provide trust services and products through Oppenheimer Trust Company of Delaware Inc. and discount brokerage services through Freedom Investments, Inc. ("Freedom").
CAUA includes AUM and the other assets for which the Firm provides services. We also provide trust services and products through Oppenheimer Trust Company of Delaware Inc.. Through OPY Credit Corp., we conduct secondary trading activities related to the purchase and sale of loans and trade claims, primarily on a riskless principal basis.
Certain policies which could provide additional liquidity if needed had a cash surrender value of $98.8 million as of December 31, 2024.
We have company-owned life insurance policies which are utilized to fund certain non-qualified deferred compensation plans. Certain policies which could provide additional liquidity if needed had a cash surrender value of $109.1 million as of December 31, 2025.
In the event that existing financial resources do not satisfy our liquidity needs, we may have to seek additional external financing. The availability of such additional external financing may depend on market factors outside our control. We have Corporate-owned life insurance policies which are utilized to fund certain non-qualified deferred compensation plans.
Our liquidity needs may be affected by market conditions, increased inventory positions or trading activity, business expansion, clearinghouse margin requirements and other unanticipated occurrences. In the event that existing financial resources do not satisfy our liquidity needs, we may have to seek additional external financing. The availability of such additional external financing may depend on market factors outside our control.
(Expressed in thousands, except otherwise indicated ) For the Years Ended December 31, 2024 2023 % Change Revenue $ 447,579 $ 345,897 29.4 Investment Banking $ 166,785 $ 111,734 49.3 Advisory fees 107,222 69,623 54.0 Equities underwriting 46,181 33,904 36.2 Fixed income underwriting 11,844 6,594 79.6 Other 1,538 1,613 * Sales and Trading $ 277,262 $ 231,867 19.6 Equities 134,854 128,216 5.2 Fixed income 142,408 103,651 37.4 Other $ 3,532 $ 2,296 53.8 Total Expenses $ 487,175 $ 408,858 19.2 Compensation 323,612 269,330 20.2 Non-compensation 163,563 139,528 17.2 Pre-Tax Loss $ (39,596) $ (62,961) (37.1) Compensation Ratio 72.3 % 77.9 % (7.2) Non-compensation Ratio 36.5 % 40.3 % (9.4) Pre-Tax Margin (8.8) % (18.2) % (51.6) * Percentage not meaningful • Advisory fees earned from investment banking activities increased 54.0% compared with the prior year due to an increase in restructuring-related mandates and higher transaction volumes, particularly in the healthcare industry. • Equities underwriting fees increased 36.2% compared with the prior year due to higher new issuance volumes. • Fixed income underwriting fees were up 79.6% compared with the prior year primarily driven by an uptick in new issuance activity. • Equities sales and trading increased 5.2% compared with the prior year due to higher trading volumes. • Fixed income sales and trading increased 37.4% compared with the prior year driven by higher trading income attributable to higher volumes and increased market share • Compensation expenses were higher than the prior year due to greater incentive compensation accruals and higher salary expenses associated with opportunistic hires. • Non-compensation expenses were 17.2% higher compared with the prior year mainly due to an increase in interest expense in financing trading inventories.
(Expressed in thousands, except otherwise indicated ) For the Years Ended December 31, 2025 2024 % Change Revenue $ 591,315 $ 447,579 32.1 Investment Banking $ 260,446 $ 166,785 56.2 Advisory fees 113,065 107,222 5.4 Equities underwriting 121,821 46,181 163.8 Fixed income underwriting 18,946 11,844 60.0 Other 6,614 1,538 * Sales and Trading $ 328,254 $ 277,262 18.4 Equities 170,886 134,854 26.7 Fixed income 157,368 142,408 10.5 Other $ 2,615 $ 3,532 (26.0) Total Expenses $ 535,148 $ 487,175 9.8 Compensation 360,276 323,612 11.3 Non-compensation 174,872 163,563 6.9 Pre-tax Income (Loss) $ 56,167 $ (39,596) (241.9) Compensation Ratio 60.9 % 72.3 % (15.8) Non-compensation Ratio 29.6 % 36.5 % (18.9) Pre-tax Margin 9.5 % (8.8) % (208.0) * Percentage not meaningful • Advisory fees earned from investment banking activities increased 5.4% compared with the prior year due to greater participation in M&A transactions with higher associated fees • Equities underwriting fees increased 163.8% compared with the prior year due to higher new issuance activity in the financial institutions, healthcare and technology sectors during the second half of 2025 • Fixed income underwriting fees were up $5.1 million, or 60.0%, compared with the prior year due to a higher number of public finance transactions • Equities sales and trading revenue increased 26.7% compared with the prior year due to higher trading volumes, including increased options-related commissions • Fixed income sales and trading revenue increased 10.5% compared with the prior year driven by higher trading income attributable to higher volumes and interest income earned on trading inventory • Compensation expenses were higher than the prior year primarily due to higher incentive compensation and production-related expenses • Non-compensation expenses were 6.9% higher compared with the prior year mainly due to an increase in technology and underwriting expenses, partially offset by lower interest expenses 47 Table of Contents CRITICAL ACCOUNTING ESTIMATES The Company's accounting estimates are essential to understanding and interpreting the financial results reported on the consolidated financial statements.
While decreases in interest rates will lower fees the Company earns from FDIC-insured deposits of clients through a program offered by the Company, such decreases may be offset to a degree if the cash sweep balances increase as clients find fewer higher-yielding alternatives to deploy these balances.
Further changes to the federal funds rate may continue to impact our interest-based revenues. Lower rates reduce fees earned from FDIC-insured client deposits through our sweep program, though this impact may be partially offset if the cash sweep balances rise as clients encounter fewer attractive alternatives to deploy these balances.
Future rate decreases will also reduce the rates the Company charges on customer margin loans and earns on other interest-sensitive assets, which will have a negative impact on our earnings. Israel-Hamas War and Conflict with Hezbollah and Iran On October 7, 2023, Hamas initiated an unprovoked invasion of Israel from the Gaza Strip, resulting in thousands of casualties.
Additionally, lower rates may also reduce the Company's short-term borrowing costs, which helps reduce interest-related expenses. Gaza War On October 7, 2023, Hamas initiated an unprovoked invasion of Israel from the Gaza Strip, resulting in thousands of casualties.
BUSINESS SEGMENTS The table below presents information about the reported revenue and pre-tax income (loss) of the Company's reportable business segments for the three months and years ended December 31, 2024 and 2023. Effective in the fourth quarter of 2024, the Company combined the former Private Client and Asset Management business segments to form the Wealth Management segment.
Effective in the fourth quarter of 2024, the Company combined the former Private Client and Asset Management business segments to form the Wealth Management segment. Our Capital Markets and Corporate/Other segments were not impacted by these changes.
Our receivables are, for the most part, collateralized by marketable securities. Our collateral maintenance policies and procedures are designed to limit our exposure to credit risk.
Our collateral maintenance policies and procedures are designed to limit our exposure to credit risk. Securities owned, with the exception of the auction rate securities, a convertible note, equity security warrants and an equity security associated with a consolidated private equity fund sponsored by the Company, are mainly comprised of actively trading, readily marketable securities.
Through OPY Credit Corp., we conduct secondary trading activities related to the purchase and sale of loans and trade claims, primarily on a riskless principal basis. At December 31, 2024, the Company employed 3,018 employees (2,977 full-time and 41 part-time), of whom 931 were financial advisors.
At December 31, 2025, the Company employed 2,947 employees (2,906 full-time and 41 part-time), of whom 924 were financial advisors.
Removed
Impact of Change in Short-term Interest Rates After decreasing the federal funds rate for the first time in nearly 14 months with a 50 bps reduction in September of 2024, the Federal Reserve (the “FED”) enacted two separate 0.25% rate cuts in the fourth quarter of 2024, lowering the target fed funds range to 4.25% - 4.50% – a full percent below its recent peak.
Added
Impact of Change in Short-term Interest Rates After holding rates steady for the first nine months of the year, the Federal Reserve voted in favor of three consecutive 25 basis point rate cuts at its meetings in September, October and December of 2025.
Removed
Projections of the federal funds rate released by the FED after its December meeting indicate that they expect two additional rate cuts in 2025, which is reduced from previous forecasts and reflective of the FED’s stated intention of proceeding with a cautious approach dependent on inflation and employment data.
Added
The current target range of 3.50% to 3.75% underscores the Federal Reserve’s emphasis on supporting economic growth and stabilizing the labor market amid somewhat moderating inflationary pressures. However, dissenting votes at recent meetings suggest that future interest rate policy decisions may be more divided, potentially leading to increased uncertainty around the pace and direction of rate changes.
Removed
Recent employment figures reflect a stronger economy than earlier projected and may impact future interest rate decisions. Plans announced by the incoming administration including actions on tariffs and immigration status of undocumented persons may tend to weaken economic activity and could also impact future interest rate decisions. Potential decreases to the federal funds rate may impact our interest-based revenues.
Added
Rate reductions also decrease the interest we charge on customer margin loans and earn on other interest-sensitive assets, negatively affecting earnings. The Company may enjoy an offset to such reduced interest revenues by increased activities in other parts of its business as has traditionally been the case.
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The conflict was further intensified in 2024 by the direct entry of Iran, which launched a missile attack on Israel. Despite a recently announced ceasefire, there remains a risk that these conflicts could expand into a wider regional war which could have an adverse impact on the worldwide economy, financial markets and thus on our business.
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In October 2025, Israel and Hamas announced a tentative ceasefire and hostage release agreement, under which Hamas committed to release remaining hostages and Israel agreed to halt military operations. The ceasefire remains fragile, with reports of violations and humanitarian challenges raising concerns about its durability.
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At this time, these conflicts have not yet had a material impact on our business operations in Israel or elsewhere. EXECUTIVE SUMMARY T he firm registered strong results of operations for the year ended 2024 on the back of record high revenue generated by our diverse businesses.
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If unrest persists or escalates, there remains a risk that the conflict could broaden into a wider regional war, potentially disrupting global trade, financial markets and thus on our business. We continue to monitor for any adverse impacts of this conflict on our business operations and financial performance in Israel or elsewhere.
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Our reported results were negatively impacted (with full year expense totaling $32.6 million pre-tax) by the increase in our stock price in 2024 and its conversion to expense in certain liability awards previously made to employees, making the recent recognition of our stock by investors, a mixed blessing.
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Recent Developments in Venezuela On January 3, 2026, the United States conducted a military operation in Venezuela that resulted in the capture of President Nicolás Maduro and his wife, who were subsequently transported to New York to face narco‑terrorism and related charges, with legal proceedings beginning in Manhattan federal court.
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Our results were buoyed by an equities market that had a strong increase in popular averages, as lower interest rates and a strong domestic economy powered the S&P 500 to 57 new record closes and its best consecutive years in over two decades.
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The administration has also signaled temporary U.S. oversight of Venezuela’s oil industry and transition. In addition, the U.S. Coast Guard in conjunction with the U.S. military has boarded and taken possession of five vessels carrying sanctioned oil.
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Equity markets were led by significant increases in the performance of the “Magnificent Seven,” propelled by the expectation of the impact of A.I. on the economy in future years. Most economic indicators currently suggest that the economy is well on its way to achieving a “soft landing” as we move further into 2025.
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While the Company has no direct exposure to Venezuelan assets or counterparties, the heightened geopolitical uncertainty and potential volatility in global energy and emerging markets could influence overall market conditions. Such developments may affect investor sentiment and trading activity, which in turn could negatively impact performance across our businesses. 40 Table of Contents Recent Changes in U.S.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAt December 31, 2024 and 2023, the Company's value-at-risk for each component of market risk was as follows: (Expressed in thousands) VAR for Fiscal 2024 VAR for Fiscal 2023 High Low Average High Low Average Equity price risk $ 126 $ 37 $ 95 $ 165 $ 11 $ 91 Interest rate risk 1,641 1,068 1,355 2,027 1,345 1,638 Commodity price risk — — — — — — Diversification benefit (227) (663) (369) (317) (780) (561) Total $ 1,540 $ 442 $ 1,081 $ 1,875 $ 576 $ 1,168 (Expressed in thousands) VAR at December 31, 2024 2023 Equity price risk $ 104 $ 79 Interest rate risk 1,068 1,345 Diversification benefit (227) (317) Total $ 945 $ 1,107 The potential future loss presented by the total value-at-risk generally falls within predetermined levels of loss that should not be material to the Company's results of operations, financial condition or cash flows.
Biggest changeAt December 31, 2025 and 2024, the Company's value-at-risk for each component of market risk was as follows: (Expressed in thousands) VAR for Fiscal 2025 VAR for Fiscal 2024 High Low Average High Low Average Equity price risk $ 130 $ 4 $ 68 $ 126 $ 37 $ 95 Interest rate risk 2,906 746 1,478 1,641 1,068 1,355 Commodity price risk — — — — — — Diversification benefit (128) (493) (304) (227) (663) (369) Total $ 2,908 $ 257 $ 1,242 $ 1,540 $ 442 $ 1,081 (Expressed in thousands) VAR at December 31, 2025 2024 Equity price risk $ 72 $ 104 Interest rate risk 746 1,068 Diversification benefit (165) (227) Total $ 653 $ 945 The potential future loss presented by the total value-at-risk generally falls within predetermined levels of loss that should not be material to the Company's results of operations, financial condition or cash flows.
In comparison, FINRA Rule 4210 permits loans of up to 75% of the value of the equity securities in a customer's account. Further discussion of credit risk appears in note 9 to the Company's consolidated financial statements appearing in Item 9. Operational Risk.
In comparison, FINRA Rule 4210 permits loans of up to 75% of the value of the equity securities in a customer's account. Further discussion of credit risk appears in Note 9 to the Company's consolidated financial statements appearing in Item 8. Operational Risk.
As a result of this, Oppenheimer has risk containment policies in place, which limit position size and monitor transactions on a minute-to-minute basis. Credit Risk. Credit risk represents the loss that the Company would incur if a client, counterparty or issuer of securities or other instruments held by the Company fails to perform its contractual obligations.
As a result of this, Oppenheimer has risk containment policies in place, which limit position size and monitor transactions on a minute-to-minute basis. 53 Table of Contents Credit Risk. Credit risk represents the loss that the Company would incur if a client, counterparty or issuer of securities or other instruments held by the Company fails to perform its contractual obligations.
As part of its normal business operations, the Company engages in the trading of both fixed income and equity securities in both a proprietary and market-making capacity. The Company makes markets in over-the-counter equities in order to facilitate 49 Table of Contents order flow and accommodate its institutional and retail customers.
As part of its normal business operations, the Company engages in the trading of both fixed income and equity securities in both a proprietary and market-making capacity. The Company makes markets in over-the-counter equities in order to facilitate order flow and accommodate its institutional and retail customers.
The changes in the value-at-risk amounts reported in 2024 from those reported in 2023 reflect changes in the size and composition of the Company's trading portfolio at December 31, 2024 compared to December 31, 2023.
The changes in the value-at-risk amounts reported in 2025 from those reported in 2024 reflect changes in the size and composition of the Company's trading portfolio at December 31, 2025 compared to December 31, 2024.
Liquidity risk also encompasses our ability (or perceived ability) to meet our financial obligations without experiencing significant business disruption or reputational damage that may threaten our viability as a going concern as well as the associated funding risks triggered by the market or idiosyncratic stress events that 50 Table of Contents may negatively affect our liquidity and may impact our ability to raise new funding.
Liquidity risk also encompasses our ability (or perceived ability) to meet our financial obligations without experiencing significant business disruption or reputational damage that may threaten our viability as a going concern as well as the associated funding risks triggered by the market or idiosyncratic stress events that may negatively affect our liquidity and may impact our ability to raise new funding.
See further discussion of the Company's policies in "Management's Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates" in Part II, Item 7, "Legal Proceedings" in Part 1, Item 3 and "Business — Regulation" in Part 1, Item 1. Value-at-Risk .
See further discussion of the Company's policies in "Management's Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates" in Part II, Item 7, "Legal Proceedings" in Part 1, Item 3 and "Business — Regulation" in Part 1, Item 1. 54 Table of Contents Value-at-Risk .
The Company's market risk exposure is continuously monitored as the portfolio risks and market conditions change. 52 Table of Contents
The Company's market risk exposure is continuously monitored as the portfolio risks and market conditions change. 55 Table of Contents
The Company's portfolio as of December 31, 2024 includes approximately $18.6 million in corporate equities, which are related to deferred compensation liabilities and which do not bear 51 Table of Contents any value-at-risk to the Company.
The Company's portfolio as of December 31, 2025 includes approximately $22.5 million in corporate equities, which are related to deferred compensation liabilities and which do not bear any value-at-risk to the Company.

Other OPY 10-K year-over-year comparisons