What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-02-28 compared with 2021-03-01 · 97 added, 80 removed, 414 unchanged (30% of the section changed)

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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, 2020, the Company had $38.8 billion of client assets under management ("AUM") in fee-based programs.

At December 31, 2021, the Company had $46.2 billio n of client assets under management ("AUM") in fee-based programs.

Revenues for OAM are generated by investment advisory and transactional fees for advisory services and revenue from sharing arrangements with registered and private alternative investment vehicles.

OAM earns investment advisory fees on all assets held in discretionary and non-discretionary asset-based programs.

These fees are typically billed quarterly, in advance, and are calculated based on all fee-based AUM balances at the end of the prior quarter.

These fees are typically billed monthly in advance, and are calculated based on all fee-based AUM balances at the end of the prior month.

OAM also receives income from revenue-sharing arrangements that are derived from management and incentive fees on alternative investments and are calculated on a pre-determined basis with registered and private investment companies.

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Discretionary Advisory Accounts - Oppenheimer offers three discretionary portfolio management programs.

Through its Omega and Fahnestock Asset Management programs, Oppenheimer offers client-focused discretionary fee-based investment programs managed by Oppenheimer advisors.

Through its Omega, Alpha and Fahnestock Asset Management 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.

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Portfolio Enhancement Program - The Company offers qualified option investors the opportunity to participate in the Portfolio Enhancement Program which sells uncovered, out-of-the-money puts and calls on the S&P 500 Index.

The program is funded and supported through special memorandum account releases from the collateral in an account owned by the investor.

The program is funded and supported through Special Memorandum Account ("SMA") releases from the collateral in an account owned by the investor.

Oppenheimer Investment Advisers - OIA provides taxable and non-taxable fixed income portfolios and strategies managed by internal portfolio managers.

Oppenheimer Investment Management LLC - OIM provides institutional taxable fixed income portfolio management strategies and solutions to Taft-Hartley funds, public pension funds, corporate pension funds, insurance companies, foundations and endowments.

Private Market Opportunities - Through a collaborative effort among the Firm’s global business units, the Private Market Opportunities platform focuses on sourcing private investments across various sectors.

The transactions cover the full spectrum of private investments, including early stage, late stage, direct, co-investments, funds and secondary market transactions in debt, equity and hybrid securities .

CAPITAL MARKETS

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Oppenheimer's investment banking division provides strategic advisory services and capital markets products to emerging growth and middle market businesses as well as financial sponsors.

The investment banking industry coverage groups focus on the consumer & retail, energy, financial institutions, healthcare, rental services, technology and transportation and logistics sectors.

Oppenheimer's industry coverage teams partner with Oppenheimer's Mergers and Acquisitions practice as well as Equities and Fixed Income platforms to provide its clients with tailored advice and complete access to capital markets.

The investment banking industry coverage groups focus on the consumer & retail, energy, financial institutions, healthcare, rental services, technology, education, and transportation and logistics sectors.

Oppenheimer's industry coverage teams partner with Oppenheimer's Mergers and Acquisitions, Fund Placements and Advisory as well as Equities and Fixed Income platforms, to provide their clients with tailored advice and complete access to capital markets.

Financial Advisory — Oppenheimer advises buyers and sellers on sales, divestitures, mergers, acquisitions, tender offers, privatizations, spin-offs, joint ventures, restructurings and liability management.

Oppenheimer provides dedicated senior banker focus to clients throughout the financial advisory process, which combines our structuring and negotiating expertise with our industry knowledge, extensive relationships and capital markets capabilities.

Oppenheimer provides dedicated senior bankers to clients focusing throughout the financial advisory process, which combines our structuring and negotiating expertise with our industry knowledge, extensive relationships and capital markets capabilities.

Equities Capital Markets — Oppenheimer provides a full spectrum of capital raising solutions for corporate clients through initial public offerings, follow-on offerings, confidentially marketed public offerings, registered directs, private investments in public equity, private placements, at-the-market offerings, equity-linked offerings and special purpose acquisition companies ("SPACs").

Oppenheimer is a leading underwriter of mid- and small-cap equity offerings and SPACs, where it may act as a Lead Bookrunner, Joint Bookrunner or Co-Manager as the case may be.

Oppenheimer is a leading underwriter of mid- and small-cap equity offerings and SPACs, where it may act as a Lead Book runner, Joint Book runner or Co-Manager as the case may be.

Debt Capital Markets — Oppenheimer offers a full range of debt capital markets solutions for emerging growth and middle market companies and financial sponsors.

Oppenheimer focuses on structuring and distributing public and private debt through financing transactions, including leveraged buyouts, acquisitions, growth capital financings, recapitalizations and Chapter 11 exit financings.

Oppenheimer also participates in high yield debt and fixed and floating-rate senior and subordinated debt offerings.

Oppenheimer also both leads and participates in high yield debt and fixed and floating-rate senior and subordinated debt offerings.

In addition, Oppenheimer advises on and acts as underwriter or placement agent on bond financings for both sovereign and corporate emerging market issuers.

Fund Placement — Oppenheimer’s Fund Placement and Advisory Group provides alternative investment firms with a broad and deep portfolio of value-added services that complements the resources, relationships and thought leadership of the global Oppenheimer platform.

Services include bespoke strategic and tactical advisory as well as primary fundraises, co-investments and direct transactions.

This new group was formed to provide powerful growth opportunities for many of our clients and is an important step towards strengthening Oppenheimer’s private capital markets business.

Debt Advisory & Restructuring – Oppenheimer offers creative solutions to leveraged corporate issuers, financial sponsors, and credit investors.

We evaluate a full range of strategic alternatives, identify the appropriate structure and source of funds to provide our clients the ability to pursue an optimal and value maximizing outcome.

We offer comprehensive services to meet our client needs in balance sheet restructurings and liability management, mergers and acquisitions, and strategic capital solutions.

Equities Division

Oppenheimer employs 38 senior research analysts covering over 600 equity securities, primarily listed in the U.S.

and over 75 dedicated equity sales and trading professionals in offices throughout the U.S., in the UK (London), Switzerland (Geneva), and in Asia (Hong Kong).

Oppenheimer employs 38 senior research analysts covering almost 700 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 in Asia (Hong Kong).

Oppenheimer provides fundamental equity research, execution services and access to all major U.S.

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Oppenheimer offers a suite of quantitative and algorithmic trading solutions to access liquidity in global markets.

Oppenheimer's clients include domestic and international investors such as investment advisers, banks, mutual funds, insurance companies, hedge funds, and pension and profit sharing plans, that are attracted by the research product, insights and market intelligence provided by sales and trading staff as well as by the quality of execution (measured by volume, timing, price and other factors), and competitive negotiated commission rates.

Oppenheimer's clients include domestic and international investors such as investment advisers, banks, mutual funds, insurance companies, hedge funds, and pension and profit sharing plans, that are attracted by the research product, insights and market intelligence provided by our sales and trading staff as well as by the quality of our execution (measured by volume, timing, price and other factors), and competitive negotiated commission rates.

Institutional Equity Sales and Trading — Oppenheimer acts as both principal and agent in the execution of its customers' orders.

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Oppenheimer's analysts use a variety of quantitative and qualitative tools, integrating field analysis, proprietary channel checks and ongoing dialogue with the managements of the companies they cover in order to produce reports and studies on individual companies and industry developments.

Due to the global Coronavirus Pandemic, to ensure the health and safety of staff members, clients and vendors, during the period from approximately March 15th and continuing throughout the year 2020, Oppenheimer substituted all meetings formerly held 'in-person' with virtual style meetings using a variety of technology platforms and media such as Zoom, WebEx etc.

Due to the global COVID-19 pandemic, to ensure the health and safety of staff members, clients and vendors, during the period from approximately March 15 2020 and continuing through December 2021, Oppenheimer substituted almost all meetings formerly held 'in-person' with virtual style meetings using a variety of technology platforms and media such as Zoom and WebEx.

Although some ‘in-person’ meetings occurred in the second half of 2021, a resurgence of the COVID-19 virus (omicron variant) caused most of these to be again conducted virtually.

Equity Derivatives and Index Options — O ppenheimer offers listed equity and index options strategies for investors seeking to manage risk and optimize returns within the equities market.

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Convertible Bonds — Oppenheimer offers expertise in the sales, trading and analysis of U.S.

domestic convertible bonds, convertible preferred shares and warrants, with a focus on minimizing transaction costs and maximizing liquidity.

domestic convertible bonds, convertible preferred shares and warrants, with a focus on transaction costs and maximizing liquidity.

In addition Oppenheimer offers hedged (typically long convertible bonds and short equities) positions to its clients on an integrated trade basis.

Event Driven Sales and Trading — Oppenheimer has a dedicated team focused on providing specialized advice and trade execution expertise to institutional clients with an interest in investment strategies such as:

risk / merger arbitrage, Dutch tender offers, splits and spin-offs, recapitalizations, corporate reorganizations, and other event-driven trading strategies.

risk / merger arbitrage, Dutch tender offers, SPAC valuation and trading, splits and spin-offs, recapitalizations, corporate reorganizations, and other event-driven trading strategies.

Taxable Fixed Income

Oppenheimer employs over 85 d edicated fixed income sales and trading professionals in offices in the U.S., the United Kingdom (London and Isle of Jersey) and Asia (Hong Kong).

Oppenheimer offers capabilities in trading and sales, investment grade and high yield corporate bonds;

Oppenheimer offers capabilities in trading and sales, transacting in investment grade and high yield corporate bonds;

mortgage-backed securities;

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government securities conducted by the Federal Reserve Bank of New York on behalf of the U.S.

Treasury Department as well as those of government agencies such as Federal National Mortgage Association, Government National Mortgage Association and Federal Home Loan Banks.

Treasury Department as well as those of government agencies such as the Federal National Mortgage Association, Government National Mortgage Association and Federal Home Loan Banks.

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.

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Its mortgage backed securities practice focuses on the detailed analysis of individual agency and non-agency mortgage backed securities.

Professionals cover emerging markets fixed income issuers, focus on sovereign bonds and providing commentary on emerging market corporate bond issuers.

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.

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The Volcker Rule went into effect in July 2015 and does not impact the Company's business or operations as it applies to banks and other subsidiaries of bank holding companies only.

In recent years, the Volcker Rule has been relaxed in some regards in order to increase liquidity for client transactions.

The size of Oppenheimer's securities positions vary substantially based upon economic and market conditions, allocations of capital, underwriting commitments and trading volume.

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Repurchase Agreements

Additionally, through the use of securities sold under agreements to repurchase and securities purchased under agreements to resell, the Company provides funding for various inventory positions.

Additionally, through the use of securities sold under agreements to repurchase and securities purchased under agreements to resell, the Company secures funding for various inventory positions.

Securities Lending

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The Company is exploring expanding its services to offer a full spectrum of services to independent advisers and registered investment advisers ("RIAs") clearing through Oppenheimer.

The Company is currently developing the technology platform that would potentially support such a service offering.

The Company is currently developing a technology platform that would potentially support such a service offering.

ADMINISTRATION AND OPERATIONS

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As a financial services firm, our business relies extensively on our human capital resources to provide the highest level of services to meet the needs of our clients.

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 by 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 Chairman and CEO.

As the Company is engaged in many business lines within financial services, the Company relies on the expertise of its business leaders to manage the day-to-day human capital needs and priorities, including learning and development, recruiting and retention, and employee productivity.

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At December 31, 2021, the Company employed 2,913 employees (2,868 full-time and 45 part-time), of whom 996 were financial advisors.

With financial advisors comprising a considerable segment of the Company’s employee base, we believe they are a significant human capital resource for the Company, and accordingly, their recruitment, retention, compensation and productivity we view as important to the success of the Company.

With financial advisors comprising a considerable segment of the Company’s employee base, we believe they are a significant human capital resource for the Company, and, accordingly, we view their recruitment, retention, compensation and productivity as important to the success of the Company.

Culture and Strategy

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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.

The Company prides itself on having a culture of putting people first and values the thoughts, perspectives and

experiences of individuals from all backgrounds.

We strive to have an inclusive and bias-free workplace that will foster growth for our employees and allow them to excel in their careers.

The Company recognizes that it is a long term commitment to develop and sustain a diverse, inclusive and belonging environment.

The Company prides itself on having a culture of putting people first and values the thoughts, perspectives and experiences of individuals from all backgrounds.

We strive to have an inclusive and bias-free workplace that will foster growth of our employees and allow them to excel in their careers.

The Company recognizes that it is a long-term commitment to develop and sustain a diverse and inclusive environment.

In addition, the Company has a relatively flat management structure that fosters innovative thought generation and quick decision-making.

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This approach allows the Company to adapt quickly to evolving business needs and maintain a competitive position, with the ability to readily implement change and employ best practices to meet or exceed industry standards.

Our methods have proven to motivate and empower our employees, to cultivate an entrepreneurial mindset while fostering a culture of compliance.

Our methods have proven to motivate and empower our employees and to cultivate an entrepreneurial mindset while fostering a culture of compliance.

Talent Development

The development of the firm’s current and future leaders is critical to the future growth of the Company.

This starts with a focus on the professional development of entry-level employees by offering a variety of programs, including the annual Summer Internship Program, Rotational Trainee Program, Investment Banking Analyst Program and the Associate Financial Advisor Program.

We also work with newly hired Associates through our Associate Financial Professional Program, a multi-year training curriculum whereby new Associates are partnered with experienced Financial Advisors in the same branch office.

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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.

In turn, senior management will make recommendations to the Chief Executive Officer regarding remuneration for its direct reports in various business and support functions.

In turn, senior management will make recommendations to the Chief Executive Officer regarding remuneration for their direct reports in various business and support functions.

The Company has performance assessment criteria from which to rate performance which is tied to overall compensation.

These criteria include, but are not limited to, strategic thinking, integrity, building a corporate culture of ethical and responsible behavior, compliance with regulatory requirements, managing employee performance, retention and morale, and reaching various goal production-related milestones depending on the business or support unit.

These criteria include, but are not limited to, strategic thinking, integrity, building a corporate culture of ethical and responsible behavior, compliance with regulatory requirements, managing employee performance, retention and morale, and reaching various production-related milestone goals depending on the business or support unit.

As discussed above, the Company's compensation programs differ by area within the firm.

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Wealth Management X X X X

Investment Banking X X X

Investment Banking X X X X

Sales & Trading X X X

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The Company is committed to keeping everyone safe and healthy by providing our employees with a comprehensive healthcare and benefits program as well as useful resources and communications.

In addition to a comprehensive healthcare and benefits program, the Company offers various health and wellness programs including confidential emotional support, work-life solutions, financial resources, and campaigns to promote physical and emotional well-being of our employees.

In addition to a comprehensive healthcare and benefits program, the Company offers various health and wellness programs including confidential emotional support, work-life solutions, financial resources, and campaigns to promote the physical and emotional well-being of our employees.

The COVID-19 pandemic has continued to disrupt both our personal and professional lives in unprecedented ways.

The Company continues to monitor the effects of the COVID-19 pandemic both on a national level as well as regionally and locally and is responding accordingly.

In addition, we continue to provide frequent communications to clients, employees, and regulators regarding COVID-19.

We have adopted enhanced cleaning practices and other health protocols in our offices, taken measures to significantly restrict non-essential business travel and have practices in place to mandate that employees self-quarantine if they have been exposed to COVID-19, or experience related symptoms.

The Company continues to monitor the effects of the pandemic both on a national level as well as regionally and locally and is responding accordingly.

In addition, we continue to provide frequent communications to clients, employees, and regulators regarding the impact of COVID-19 on our business.

We have adopted enhanced cleaning practices and other health protocols in our offices, taken measures to significantly restrict non-essential business travel and have practices in place to mandate that employees who may have been exposed to COVID-19, or show any relevant symptoms, self-quarantine if they have been exposed to COVID-19, or experience related symptoms.

In early March 2020, the Company executed on its Business Continuity Plan whereby the vast majority of our employees began to work remotely with only "essential" employees reporting to our offices.

A surge in COVID-19 cases following the holiday season and other recent outbreaks in various states will continue to impact the economy and, by extension, our business, well into 2021.

In order to continue to focus on the safety of our employees, we currently anticipate that a large number of our employees will continue to

work remotely until vaccinations are more widely administered.

Oppenheimer encounters intense competition in all aspects of the securities business and competes directly with other securities firms, a significant number of which have substantially greater resources and offer a wider range of financial services.

In July 2021, employees began returning to the office on a hybrid remote/in-person work model.

2021, we instituted a vaccine mandate for any employee or guest requesting to enter our headquarters at 85 Broad Street in New York City.

In November 2021 the surge in COVID-19 cases related to the omicron variant, led the Company to direct many employees from our home office and branch locations to work remotely while employees from select groups are working from office locations given the nature of their responsibilities.

We anticipate that employees will return to offices once the risks associated with the omicron variant or any successor contagion subsides while also maintaining flexible work arrangements.

Oppenheimer encounters intense competition in all aspects of the securities and investment banking business and competes directly with other securities firms, banks and investment banking boutiques, a significant number of which have substantially greater resources and offer a wider range of financial services.

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.

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We compete principally on the basis of the quality of our advisors, services, product selection, location and reputation in local markets.

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 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.

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.

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The plan covers all business areas of the Company and provides contingency plans for technology, staffing, equipment, and communication to employees, clients and counterparties.

While the plan is intended to address many types of business continuity issues, there could be certain occurrences which, by their very nature are unpredictable, and can occur in a manner that is outside of our planning guidelines and could render the Company's estimates of timing for recovery inaccurate.

While the plan is intended to address many types of business continuity issues, there could be certain occurrences that, by their very nature, are unpredictable and can occur in a manner that is outside of our planning guidelines and could render the Company's estimates of timing for recovery inaccurate.

Under all circumstances, it is the Company's intention to remain in business and to provide ongoing investment services as if no disruption had occurred.

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In addition, the Company occupies significant office facilities in locations around the United States which could, in an emergency, house dislocated staff members for a short or intermediate time frame.

Oppenheimer relies on public utilities for power and phone services, industry specific entities for ultimate custody of client securities and market operations, and various industry vendors for services that are significant and important to its business for the execution, clearance and custody of client holdings, for the pricing and valuing of client holdings, and for permitting our Company's employees to communicate on an efficient basis.

of client holdings, and for permitting our Company's employees to communicate on an efficient basis.

The Company's headquarters and the primary location for its technology infrastructure are both supported by emergency electric generator back-up.

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We accomplished this by significantly expanding the use of technology infrastructure that facilitates remote operations.

Our ability to avoid significant business disruptions is reliant on the continued ability to have the vast majority of employees work remotely.

Our ability to avoid significant business disruptions is reliant on the continued ability to have the vast majority of employees work remotely both during the current health emergency as well as during future disruptions caused by weather, power failures or other emergencies.

To date, there have been no significant disruptions to our business or control processes as a result of this dispersion of employees.

Recent outbreaks in various states indicate that COVID-19 will continue to impact the economy and, by extension, our business, well into 2021.

We currently anticipate that a large number of our employees will continue to work remotely for the indefinite future until vaccinations are more widely administered.

Given the recent surge in COVID-19 cases related to the omicron variant, many employees from our home office and branch locations are working remotely while employees from select groups are working from office locations given the nature of their responsibilities.

We anticipate employees returning to offices once the risks associated with the omicron variant or any successor contagion subside while maintaining flexible work arrangements.

CYBERSECURITY

Cybersecurity presents significant challenges to the business community in general, as well as to the financial services industry.

Increasingly, bad actors, both domestically and internationally, attempt to steal personal data and/or interrupt the normal functioning of businesses through accessing individuals' and companies' files and equipment connected to the internet.

Cybersecurity presents significant challenges to the business community in general, including to the financial services industry.

Increasingly, bad actors, both domestic and international, attempt to steal personal data and/or interrupt the normal functioning of businesses through accessing individuals' and companies' files and equipment connected to the internet.

Recent incidents have reflected the increasing sophistication of intruders and their intent to steal personally identifiable information as well as funds and securities.

These intruders sometimes use instructions seemingly from authorized parties but in fact, are from parties intent on attempting to steal.

These intruders sometimes use instructions that are seemingly from authorized parties but in fact, are from parties intent on attempting to steal.

In other instances these intruders attempt to bypass normal safeguards and disrupt or steal significant amounts of information and then either release it to the internet or hold it for ransom.

Regulators are increasingly

requiring companies to provide increased levels of sophisticated defenses.

Regulators are increasingly requiring companies to provide heightened levels of sophisticated defenses.

The Company maintains vigilance and ongoing planning and systems to prevent any such attack from disrupting its services to clients as well as to prevent any loss of data concerning its clients, their financial affairs, as well as Company privileged information.

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Oppenheimer and certain of its affiliates are also subject to regulation by the SEC and under certain state laws in connection with its business as an investment adviser.

The SEC has announced its intention to place additional oversight and scrutiny over dual registrants such as the Company, where the registrant conducts business as a broker-dealer and investment adviser.

The SEC has announced its intention to place additional oversight and scrutiny over dual registrants such as Oppenheimer, where the registrant conducts business as a broker-dealer and investment adviser.

Margin lending by Oppenheimer is subject to the margin rules of the Board of Governors of the Federal Reserve System and FINRA.

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In addition, Oppenheimer may (and currently does) impose more restrictive margin requirements than required by such rules.

The Sarbanes-Oxley Act of 2002 — The Sarbanes-Oxley Act effected significant changes to corporate governance, auditing requirements and corporate reporting.

The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) — The Sarbanes-Oxley Act effected significant changes to corporate governance, auditing requirements and corporate reporting.

This law generally applies to all companies, including the Company, with equity or debt securities registered under the Exchange Act.

The Company has taken numerous actions, and incurred substantial expenses, since the passage of the legislation to comply with the Sarbanes-Oxley Act, related regulations promulgated by the SEC and other corporate governance requirements of the NYSE.

On May 14, 2013, the Committee of Sponsoring Organizations of the Treadway Commission (COSO) released an updated version of its Internal Control - Integrated Framework (the "2013 Framework"), which superseded the original framework that was developed in 1992.

The Company adopted the 2013 Framework on December 15, 2014 as a basis for its compliance with the Sarbanes-Oxley Act of 2002.

The Company adopted the 2013 Framework on December 15, 2014 as a basis for its compliance with the Sarbanes-Oxley Act.

Management has determined that the Company's internal control over financial reporting as of December 31, 2021 was effective.

See "Management's Report on Internal Control over Financial Reporting."

Wall Street Reform & Consumer Protection Act (the "Dodd-Frank Act") — In July 2010, Congress enacted extensive legislation entitled the Dodd-Frank Act in which it mandated that the SEC and other regulators conduct comprehensive studies and issue new regulations based on their findings to control the activities of financial institutions in order to protect the financial system, the investing public and consumers from issues and failures that occurred in the 2008-9 financial crisis.

Wall Street Reform & Consumer Protection Act (the "Dodd-Frank Act") — In July 2010, Congress enacted extensive legislation known as the Dodd-Frank Act in which it mandated that the SEC and other regulators conduct comprehensive studies and issue new regulations based on their findings to control the activities of financial institutions in order to protect the financial system, the investing public and consumers from issues and failures that occurred in the 2008-9 financial crisis.

This effort has extensively impacted the regulation and practices of financial institutions including the Company.

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They may also limit the manner in which we, in our capacity as an underwriter or in our other professional roles, interact with municipal issuers.

Section 956 of the Dodd-Frank Act required the SEC, Federal Reserve, Office of the Comptroller of the Currency, Federal Deposit Insurance Corporation, Federal Housing Finance Agency and National Credit Union Administration (the "agencies") to jointly prescribe regulations or guidelines related to the prohibition of incentive-based compensation arrangements that encourage inappropriate risks at certain financial institutions.

encourage inappropriate risks at certain financial institutions.

The agencies released a re-proposed rule in May 2016 that would prohibit certain forms of incentive-based compensation arrangements for financial institutions with greater than $1 billion in total assets (the "Incentive-Based Compensation Proposal").

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Failure to meet the requirements of the Bank Secrecy Act, the Patriot Act or FinCEN can lead to regulatory actions including significant fines and penalties as well as significant reputational damage.

Markets in Financial Instruments Directive (known as "MiFID II") — MiFID II became effective on January 3, 2018 in the United Kingdom and all of Europe.

Markets in Financial Instruments Directive (known as "MiFID II") — MiFID II became effective on January 3, 2018 in the United Kingdom and all of the European Union.

The directive is intended to strengthen investor protection and improve the functioning of financial markets making them more efficient, resilient and transparent.

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Department of Labor ("DOL") finalized its definition of fiduciary under the Employee Retirement Income Security Act ("ERISA") through the release of new rules and changes to interpretations of six prohibited transaction exemptions which together set a new standard for the treatment and effects of advice given to retirement investors ("DOL Fiduciary Rules").

Under this rule, investment advice given to an employee benefit plan or an individual retirement account ("IRA") is considered fiduciary advice.

Under these rules, investment advice given to an employee benefit plan or an individual retirement account ("IRA") is considered fiduciary advice.

In March 2018, the U.S.

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The effective date for compliance with Reg BI was June 30, 2020.

In addition to passing Reg BI the SEC also adopted rules (i) requiring broker-dealers and investment advisers to provide a written relationship summary to each client, and (ii) clarifying certain interpretations under the Advisers Act including but not limited to when a broker-dealer's activity is considered “solely incidental” to its broker-dealer business and is, therefore, not considered investment advisory activity (collectively, the “Reg BI Rules”).

In addition to passing Reg BI, the SEC also adopted rules (i) requiring broker-dealers and investment advisers to provide a written relationship summary to each client, and (ii) clarifying certain interpretations under the Advisers Act including but not

limited to when a broker-dealer's activity is considered “solely incidental” to its broker-dealer business and is, therefore, not considered investment advisory activity (collectively, the “Reg BI Rules”).

Reg BI Rules have impacted the conduct of the business of the Company, in particular, with respect to our business with non-institutional clients.

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The new rules and processes related thereto may limit revenue and have increased costs, including, but not limited to, compliance costs associated with new or enhanced technology and may in the future lead to increased litigation costs.

The Company reviewed its business practices and operating models in light of the Reg BI Rules and made significant structural, technological and operational changes to our business leading up to the effective date of June 30, 2020 for compliance with the Reg BI Rules.

As a result, the Company conducted significant training of all its employees with respect to

the requirements of Reg BI and made each of the required mailings (both electronic and conventional) prior to the effective date.

The Company believes that the changes made to its business processes will result in compliance with these new

requirements.

As a result, the Company conducted significant training of all its employees with respect to the requirements of Reg BI and made each of the required mailings (both electronic and conventional) prior to the effective date.

The Company believes that the changes made to its business processes will result in compliance with these new requirements.

As business continues to be conducted under the Reg BI Rules, it is likely that additional changes may be necessary.

It is noteworthy that the newly elected Congress is calling for additional regulation of the securities industry and calling for full fiduciary rules in lieu of Regulation BI.

It is noteworthy that many members of Congress are calling for additional regulation of the securities industry and calling for full fiduciary rules in lieu of Reg BI.

On December 18, 2020, the DOL published its final prohibited transaction exemption (“PTE”) addressing investment advice fiduciaries to ERISA plans and IRAs.

Similar to the proposal the DOL released in June of 2020 the final exemption takes a principles-based (rather than a prescriptive) approach to resolving conflicts that arise under ERISA when an investment advice fiduciary, its affiliate or a related party is paid certain types of compensation (such as commissions, trailing fees or revenue-sharing) or engages in certain principal transactions.

The final exemption should provide a new and more flexible approach to ERISA compliance for certain types of transactions, which financial institutions may choose to utilize in place of other existing exemptions.

Like the proposal (but in contrast to the precursor rule the DOL finalized in April 2016 that the U.S.

Court of Appeals for the Fifth Circuit later vacated in June 2018), the final exemption does not materially change the scope of fiduciary activities under ERISA, with the exception of including certain rollover-related advice as fiduciary advice.

The effective date for compliance with the PTE was February 1, 2022.

The Company believes many of steps taken by the Company to achieve compliance with the Reg BI Rules will enable the Company to comply with the PTE.

The Company implemented certain additional processes above the actions taken to comply with the Reg BI Rules in order to ensure full compliance with the PTE.

Privacy — U.S.

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state law and regulations adopted under U.S.

impose obligations on Oppenheimer and its subsidiaries for protecting the security, confidentiality and integrity of client information, and require notice of data breaches to certain U.S.

federal law impose obligations on Oppenheimer and its subsidiaries for protecting the security, confidentiality and integrity of client information, and require notice of data breaches to certain U.S.

regulators, and, in some cases, to clients.

In 2018, the State of California passed the California Consumer Privacy Act (“CCPA”) that applies to certain for-profit entities such as the Company that conduct business with residents of California.

The CCPA requires that specific privacy disclosures be given to California residents and gives consumers certain rights regarding their personal information held by businesses subject to the CCPA such as directing companies to delete the personal information held by such businesses.

Numerous other states are considering privacy legislation either along the lines of, or with more onerous requirements than, the CCPA.

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The SEC and FINRA have each announced their intention to review the programs under which broker-dealers offer FDIC-insured accounts to clients and their potential impact on the financial system.

The SEC recently proposed further amendments to the rules governing money market funds.

Consolidated Audit Trail — The SEC approved Rule 613 on October 1, 2012 which introduced the requirement for a Consolidated Audit Trail ("CAT"), a central repository for all U.S.

securities transactions that is to be utilized for monitoring of markets and for regulatory purposes by SROs and the SEC.

The rule is in response to the Wall Street's May 6, 2010 "Flash Crash", during which the market sustained a significant decline without any underlying news or economic rationale.

The rule is in response to Wall Street's May 6, 2010 "Flash Crash", during which the market sustained a significant decline without any underlying news or economic rationale.

The CAT will be utilized to identify the beneficial owner in every securities transaction and to correlate that information across market participants.

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On November 15, 2016, the NMS Plan was unanimously approved by the SEC.

The NMS Plan outlines the reporting requirements for industry participants, as well as the requirements for the Plan Processor, the entity that will hold and protect the data, while making it available to authorized users.

broker-dealers and SROs are required to report all equity and options life cycle events to the repository on a daily basis.

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broker-dealers will be required to submit customer account information to the repository.

This will make CAT the world's largest repository of securities transactions.

This will make the CAT the world's largest repository of securities transactions.

In June 2020, Oppenheimer, like other U.S.

broker dealers, began reporting equity trades, and in July, 2020 non-complex option trades to the CAT.

Oppenheimer will begin reporting complex option trades in 2021.

Smaller broker-dealers will be required to report equity and option trades in 2021.

The CAT NMS Plan requires SROs to define plans to eliminate duplicative reporting.

Oppenheimer began reporting complex option trades in 2021.

Smaller broker-dealers were required to report equity and option trades in 2021.

The CAT NMS Plan requires SROs to create plans to eliminate duplicative reporting.

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 securities industry has commenced various actions to limit the provision of personally identifiable information ("PII") to the CAT, given the potential liabilities to the provider associated with improper dissemination of such data.

There is no predictable outcome as to the success of any such actions.

It is not possible to predict the success of any such actions.

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 could have a material adverse effect on our business, financial condition and results of operations.

Certain of the rulemakings described above remain under consideration and have been subject to numerous changes and postponements in both the requirements and implementation date(s) and may become more

onerous as a result of the 2020 Presidential election.

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.

REGULATORY CAPITAL REQUIREMENTS

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dedicate increased capital to its European business.

Oppenheimer Investments Asia Limited was approved by the SFC to provide institutional fixed income and equities brokerage services to institutional investors and corporate finance advisory services to Hong Kong institutional clients.

Oppenheimer Investments Asia Limited was approved by the SFC to provide institutional fixed income and equities brokerage services to Hong Kong institutional investors and corporate finance advisory services to Hong Kong institutional clients.

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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business