What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-02-28 compared with 2022-02-28 · 140 added, 101 removed, 410 unchanged (37% of the section changed)

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("OPY" or the "Parent"), through its Operating Subsidiaries (together, the "Company", "we", "our" or "us"), is a leading middle-market investment bank and full service broker-dealer.

With roots tracing back to 1881, the Company is engaged in a broad range of activities in the financial services industry, including retail securities brokerage, institutional sales and trading, investment banking (both corporate and public finance), equity & fixed income research, market-making, trust services and investment advisory and asset management services.

The Company owns, directly or through subsidiaries, Oppenheimer & Co.

With roots tracing back to 1881, the Company is engaged in a broad range of activities in the financial services industry, including retail securities brokerage, institutional sales and trading, investment banking (both corporate and public finance), equity and fixed income research, market-making, trust services and investment advisory and asset management services.

The Parent owns, through subsidiaries, Oppenheimer & Co.

("Oppenheimer"), a New York-based securities broker-dealer and investment adviser, Oppenheimer Asset Management Inc.

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stock plan services to corporate executives and businesses, education savings programs, and trust and fiduciary services to individual and corporate clients.

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 posted rate as adjusted, from time to time.

ASSET MANAGEMENT

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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, 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.

At December 31, 2022, the Company had $36.8 billion of client assets under management ("AUM") in fee-based programs.

Revenues for OAM are generated by i nvestment 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.

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and (ii) PAS Directed, a discretionary advisory program where an Oppenheimer advisor chooses the mutual funds to create the asset allocation and portfolio construction.

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

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

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.

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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, 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 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 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.

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

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.

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").

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.

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.

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.

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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 evaluate a full range of strategic alternatives, identify the appropriate structure and source of funds to provide our clients with 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.

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

This 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.

Equities Division

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).

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).

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

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

Oppenheimer buys, sells and maintains an inventory in order to "make a market".

Oppenheimer buys, sells and maintains inventory to make markets.

In executing customer orders for securities in which it does not make a market, Oppenheimer generally charges a commission and acts as agent, or will act as principal by marking the security up or down in a riskless transaction.

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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.

Oppenheimer arranges for company managements to meet with interested investors through arranged meetings wherein management representatives travel to various sites to meet with Oppenheimer representatives and with investors.

Oppenheimer arranges for company managements to meet with interested investors through meetings wherein management representatives travel to various sites to meet with Oppenheimer representatives and investors.

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

Portfolio & Electronic Trading — Oppenheimer has a dedicated team focused on providing a combination of High Touch and Low Touch equity execution strategies and service designed to meet the needs of institutional clients looking for portfolio or basket trading solutions.

Capabilities include:

pre-trade and post-trade analytics;

access to all major market centers in the US;

access to sophisticated and custom algorithms;

professional clearing and settlement expertise.

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, transacting in investment grade and high yield corporate bonds;

Oppenheimer employs over 85 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).

Oppenheimer offers capabilities in trading and sales;

transacting in investment grade and high yield corporate bonds;

mortgage-backed 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 market fixed income issuers, focus on sovereign bonds and provide commentary on emerging market corporate bond issuers.

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.

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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.

The size of Oppenheimer's securities positions 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.

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Oppenheimer is a registered broker-dealer with the U.S.

Securities Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and an investment adviser under the Investment Adviser Act of 1940, as amended (the "Adviser Act"), and transacts business on various exchanges.

Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and an investment adviser under the Investment Adviser Act of 1940, as amended (the "Adviser Act"), and transacts business on various exchanges.

Oppenheimer engages in a broad range of activities in the securities industry, including retail securities brokerage, institutional sales and trading, investment banking and underwritings (both corporate and public finance), research, market-making, and investment advisory and asset management services.

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OPY Credit Corp.

OPY Credit was formed in order to facilitate leveraged loan transactions on behalf of investment banking clients seeking such services.

OPY Credit Corp.

was formed in order to facilitate leveraged loan transactions on behalf of investment banking clients seeking such services.

Oppenheimer Trust Company of Delaware Inc.

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At December 31, 2022, Oppenheimer Trust held custodial assets of $405.9 million.

See "Other Requirements" herein.

Freedom Investments, Inc.

Freedom offers discount services to a small number of individual clients.

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 a technology platform that would potentially support such a service offering.

Freedom, a registered broker-dealer with the SEC, offers discount services to a small number of individual investors throughout the United States.

The Company is a wholly-owned subsidiary of Oppenheimer & Co.

Inc and a member of FINRA.

Oppenheimer Investments Asia Limited

Oppenheimer Investment 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.

Oppenheimer Europe Ltd., which is based in the United Kingdom, with offices in the Isle of Jersey, Germany and Switzerland, provides institutional equities and fixed income brokerage and corporate finance and is regulated by the Financial Conduct Authority in the United Kingdom, and the Jersey Financial Services Commission in the Isle of Jersey.

Oppenheimer Israel Ltd.

Oppenheimer Israel (OPCO) Ltd., which is based in Tel Aviv, Israel, provides investment services in the State of Israel and operates subject to the authority of the Israel Securities Authority.

ADMINISTRATION AND OPERATIONS

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and general office services.

Oppenheimer executes its own and certain of its correspondents' securities transactions on all United States exchanges as well as many non-U.S.

Oppenheimer executes its own and certain of its correspondents' securities transactions on all major United States exchanges as well as many non-U.S.

exchanges and in the over-the-counter market.

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Through this arrangement, Oppenheimer offers full commodity services on all commodity exchanges.

INFORMATION TECHNOLOGY

The information technology department develops and supports the integrated solutions that provide a customized platform for our businesses.

These include a platform for financial advisors designed to allow them to spend more time with their clients and enhance and grow their businesses;

systems that support institutional and retail sales and trading activity from initiation to settlement and custody;

and security protocols to protect firm and client information.

In the area of information security, we have developed and implemented a framework of principles, policies and technology to protect our own information and that of our clients.

We apply numerous safeguards to maintain the confidentiality, integrity and availability of both client and firm information.

HUMAN CAPITAL OVERVIEW

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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 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.

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

Talent Development

Diversity, equity, and inclusion

We are committed to maintaining a diverse workforce and we are committed to ensuring that all our associates feel welcome, valued, respected, and heard, so that they can fully contribute their talents for the benefit of their careers, our clients, our firm, and our communities.

In all of our diversity efforts, we strive to create opportunities for diverse communities to participate,

contribute, and grow.

We believe that to truly achieve all of the benefits of having a diverse and inclusive workforce, all associates and advisors need to be engaged in these discussions.

Recruitment, talent development, and retention

We seek to build a workforce that provides outstanding client service and helps clients achieve their financial goals.

We have competitive programs dedicated to selecting new talent and enhancing the skills of our associates.

Among other opportunities, we offer internships to selected college students, professionals returning to the workforce, and veterans, which may lead to permanent roles, and we offer pipeline programs which accelerate the progression from entry level positions for recent graduates across many areas of the firm.

We are also committed to supporting associates in reaching their professional goals.

We conduct a performance review process for each employee, which includes touch points throughout the year.

We also offer associates the opportunity to participate in a variety of professional development programs.

The firm also provides leadership development programs that prepare our current and future leaders for challenges they will face in new roles or with expanded responsibilities.

We conduct ongoing and robust succession planning for senior roles of our Company, and we strive to ensure we have a diverse pool of candidates for such roles.

We regularly discuss the results with executive leadership and the Board of Directors.

An important driver of our success is the continuous recruitment and retention of financial advisors.

Our ability to attract high quality advisors is based on our values-based culture, our commitment to service, and the unique ways in which we provide services to our financial advisors.

Individuals who want to become financial advisors can gain relevant branch experience through our Wealth Management Associate Program.

We have a department dedicated to providing practice education and resources to our financial advisors.

We also offer these advisors the opportunity to participate in conferences and workshops, and we offer resources and coaching at all levels to help them grow their businesses.

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

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Compensation and Performance Assessment

The Company offers its employees a comprehensive compensation program that promotes business expansion in a responsible manner and enables us to retain and appropriately reward employees.

The Company offers its employees comprehensive compensation programs that promote business expansion in a responsible manner and enable us to retain and appropriately reward employees.

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.

The compensation and benefits programs vary depending on the business or functional area within the firm but generally include a mix of salary, incentive cash compensation, production-related compensation, share-based compensation, and deferred compensation.

The Company's compensation program is developed and governed by the Compensation Committee of the Board of Directors.

The Company's compensation programs are developed and governed by the Compensation Committee of the Board of Directors.

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.

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Sales & Trading X X X

Research X X X

Research X X X X

Support Functions X X X

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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 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.

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.

The Company continues to monitor the effects of the COVID-19 pandemic both on a national level as well as regionally and locally and has responded by providing frequent communications to clients, employees, and regulators, and adopting various health protocols in our offices.

We also have practices in place to mandate that employees self-quarantine if they have been exposed to COVID-19, or experience any relevant symptoms.

Throughout 2022, most of our employees worked under a hybrid arrangement that recognizes the benefits of collaboration and hands-on training associated with in-person engagement, along with the importance of flexibility associated with a work from home/remote option.

Our ability to avoid significant business disruptions is reliant on the continued ability to support our employees that continue to work remotely.

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

In recent months, we have seen increased attendance at the workplace as local regulations have been loosened, hospital visits reduced and a larger portion of the population vaccinated.

There can be no assurance at this time that these improvements will continue and we continue to closely monitor the situation.

The Company believes that in person engagement at the workplace provides important benefits that are largely lost through remote work and will continue to encourage employees to return to the workplace on a regular basis while continuing to provide some flexibility through an ability to work on a remote basis.

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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The Company's ability to compete depends substantially on its ability to attract and retain qualified employees while managing compensation and other costs.

Oppenheimer and its competitors employ advertising and direct solicitation of potential customers in order to increase business and furnish investment research publications in an effort to retain existing and attract potential clients.

Many of Oppenheimer's competitors engage in these programs more extensively than Oppenheimer.

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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.

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

All of these service providers have assured the Company that they have made plans for providing continued service in the case of an unexpected event that might disrupt their services.

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.

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 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.

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.

After successfully implementing business continuity protocols at the onset of the COVID-19 pandemic in March 2020, and the following period of working remotely, we implemented our return to office strategy during 2022.

We have continued to offer workplace flexibility to our associates as we continue to evaluate our long-term workplace strategy.

CYBERSECURITY

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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.

The Company has implemented new systems to detect and defend from such attacks and has appointed a Chief Information Security Officer ("CISO") and put in place a department of dedicated staff to provide ongoing development and oversight of the Company's systems and defenses.

See "Risk Factors — Cybersecurity – Security breaches of our technology systems, or those of our clients or other third-party vendors we rely on, could subject us to significant liability and harm our reputation" in Item 1A.

Self-Regulatory Organization Membership — Oppenheimer is a member firm of the following self-regulatory organizations ("SROs"):

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The SEC is the federal agency charged with administration of the federal securities laws.

The Commodities Futures Trading Commission ("CFTC") is the federal agency charged with administration of the federal laws governing commodities and future trading.

The Commodities Futures Trading Commission ("CFTC") is the federal agency charged with administration of the federal laws governing commodities and futures trading.

Much of the regulation of broker-dealers has been delegated to SROs such as FINRA and the NFA.

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Regulation NMS and Regulation SHO have substantially affected the trading of equity securities.

These regulations were intended to increase transparency in the markets and have acted to further reduce spreads and, with competition from electronic marketplaces, to reduce commission rates paid by institutional investors.

These regulations were intended to increase transparency in the markets and have acted to further reduce spreads and, with competition from electronic

marketplaces, to reduce commission rates paid by institutional investors.

These rules have also reduced liquidity in some markets under some circumstances.

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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 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.

The changes have significantly reduced leverage available to financial institutions and increased transparency to regulators and investors of risks taken by such institutions.

In addition, 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, create new regulations around financial transactions with retirement plans, increase the disclosures provided to clients, and in some European jurisdictions create a tax on securities transactions.

In addition, 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.

The Consumer Financial Protection Bureau also implemented new rules affecting the interaction between financial institutions and consumers.

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 may result in the need for new written representations by issuers.

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.

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.

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

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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Should the Incentive-Based Compensation Proposal be adopted, we would be subject to the rule's requirements as a "Level 3" financial institution, which would require us to incur additional legal and compliance costs, as well as subject us to increased legal risks.

Bank Secrecy Act and USA PATRIOT Act of 2001— The Bank Secrecy Act and the USA PATRIOT Act of 2001 (“Patriot Act”) and requirements administered by the Financial Crimes Enforcement Network (“FinCEN”) require financial institutions, among other things, to implement a risk-based program reasonably designed to prevent money laundering and to combat the financing of terrorism, including through suspicious activity and currency transaction reporting, compliance, record-keeping and initial and on-going due diligence on customers.

financing of terrorism, including through suspicious activity and currency transaction reporting, compliance, record-keeping and initial and on-going due diligence on customers.

The Patriot Act also contains financial transparency laws and enhanced information collection tools and enforcement mechanisms for the U.S.

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and (v) rules on the admission of financial instruments to trading.

The new rulemaking has and will fundamentally alter the provision of research to financial institutions as well as require the registration of all market participants.

It is anticipated that this rulemaking will negatively impact the overall availability of commission revenue in payment for equity research and possibly negatively impact the liquidity of markets for equities and fixed income securities in Europe.

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 possibly negatively impacted the liquidity of markets for equities and fixed income securities in Europe.

It appears that the limitation of available services to smaller institutions in the UK as a result of MiFID II may be resulting in the applicability of these rules to smaller institutions.

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

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.

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”).

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

The need for enhanced documentation for recommendations of securities transactions to broker-dealer retail clients as well as the cessation of certain practices as well as limitations on certain kinds of transactions previously conducted in the normal course of business have increased the amount of record–keeping, changed the permitted conduct of our representatives and led to more clients choosing fee-based programs for the conduct of their relationship with the Company.

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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.

As business continues to be conducted under the Reg

BI Rules, it is likely that additional changes may be necessary.

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.

Similar to the proposal the DOL released in June of 2020, PTE 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 PTE 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, the PTE 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.

The Company believes that many of the steps taken by the Company to achieve compliance with the Reg BI Rules have enabled the Company to comply with the PTE.

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

The Department of Labor (“DOL”) then reinstated the historical “five-part test” for determining who is an investment advice fiduciary when dealing with certain retirement plans and accounts.

In 2022, the DOL promulgated a new exemption that enables investment advice fiduciaries to receive transaction-based compensation and engage in certain otherwise prohibited transactions, subject to compliance with the exemption’s requirements.

In addition, the DOL is expected to amend the five-part test by the end of 2023 so that the fiduciary standard would apply to a broader range of client relationships.

Imposing such a new standard of care on additional client relationships could result in incremental costs for our business and we are evaluating how these regulatory changes may further impact our business.

Privacy — U.S.

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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 when clients cease to be serviced.

The CCPA required that specific privacy disclosures be given to California residents and that consumers be granted certain rights regarding their personal information held by businesses subject to the CCPA.

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.

Enforcement is scheduled to begin on July 1, 2023.

Additionally, Connecticut, Colorado, Utah and Virginia have adopted new privacy laws granting consumers various privacy rights that exceed the requirements set by federal law, which laws become effective on July 1, 2023, December 31, 2023, and January 1, 2023, respectively.

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

The General Data Protection Regulation (“GDPR”) imposes additional requirements for companies that collect or store personal data of European Union residents.

GDPR expands the scope of the EU data protection law to all foreign companies processing personal data of EU residents, imposes a strict data protection compliance regime, and includes new rights.

The GDPR expands the scope of the EU data protection law to all foreign companies processing personal data of EU residents, imposes a strict data protection compliance regime, and includes new rights.

Other jurisdictions have, or are proposing to pass privacy legislation that is similar to GDPR.

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Oppenheimer utilizes such funds to a small extent for its own investment purposes and, as a result of the new rules, has extensively limited the availability of money market funds to its clients.

Instead the Company now offers FDIC short-term bank deposits alternatives as cash sweep investments.

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.

Instead the Company offers FDIC short-term bank deposit alternatives as cash sweep investments.

The SEC and FINRA have previously expressed interest in reviewing the programs under which broker-dealers offer FDIC-insured accounts to clients and their potential impact on the financial system.

In December 2021, the SEC 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.

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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.

The CAT will be

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

In February 2015, the SROs submitted the CAT National Market System ("NMS") Plan to create the CAT and to announce the requirements for market participants.

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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 the data 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.

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

In addition, U.S.

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Failure to maintain the required net capital may subject a firm to suspension or expulsion by FINRA, the SEC and other regulatory bodies and ultimately may require the firm's liquidation.

The Net Capital Rule also prohibits payments of dividends, redemption of stock and the prepayment of subordinated indebtedness if net capital thereafter would be less than 5% of aggregate debit items (or 7% of the funds required to be segregated pursuant to the Commodity Exchange Act and the regulations thereunder, if greater) and payments in respect of principal of subordinated indebtedness if net capital thereafter would be less than 5% of aggregate debit items (or 6% of the funds required to be segregated pursuant to the Commodity Exchange Act and the regulations thereunder, if greater).

The Net Capital Rule also prohibits payment of dividends, redemption of stock and the prepayment of subordinated indebtedness if net capital thereafter would be less than 5% of aggregate debit items (or 7% of the funds required to be segregated pursuant to the Commodity Exchange Act and the regulations thereunder, if greater) and payments in respect of principal of subordinated indebtedness if net capital thereafter would be less than 5% of aggregate debit items (or 6% of the funds required to be segregated pursuant to the Commodity Exchange Act and the regulations thereunder, if greater).

The Net Capital Rule also provides that the total outstanding principal amounts of a broker-dealer's indebtedness under certain subordination agreements (the proceeds of which are included in its net capital) may not exceed 70% of the sum of the outstanding principal amounts of all subordinated indebtedness included in net capital, par or stated value of capital stock, paid-in capital in excess of par, retained earnings and other capital accounts for a period in excess of 90 days.

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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.

Under the Net Capital Rule, broker-dealers are required to maintain certain records and provide the SEC with quarterly reports with respect to, among other things, significant movements of capital, including transfers to a holding company parent or other affiliate.

Under the Net

Capital Rule, broker-dealers are required to maintain certain records and provide the SEC with quarterly reports with respect to, among other things, significant movements of capital, including transfers to a holding company parent or other affiliate.

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.

Oppenheimer Europe Ltd.

is authorized by the FCA of the United Kingdom to provide investment services under MiFID II.

New Basel III requirements being implemented in the European Union have changed how capital adequacy is reported under the Capital Requirements Directive ("CRD IV"), effective January 1, 2014, for Oppenheimer Europe Ltd.

There are three capital ratios Oppenheimer Europe Ltd.

1) Common Equity Tier 1 ratio of 4.5%;

2) Tier 1 Capital ratio of 6.0%;

and 3) Total Capital ratio of 8.0%.

Under MiFID II, Oppenheimer Europe has applied for and received increased permissions, effective January 1, 2018, to be treated as a liquidity provider and as such may trade as principal with its institutional counter-parties in fixed income securities.

This registration will require that Oppenheimer Europe Ltd.

dedicate increased capital to its European business.

is authorized by the FCA of the United Kingdom to provide investment services under 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).

Capital ratios are now expressed differently, but are effectively unchanged when comparing performance to required regulatory minimums.

As of December 31, 2022, Oppenheimer Europe Ltd.

was in compliance with its regulatory requirements.

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.

As of December 31, 2022, Oppenheimer Investments Asia Limited was in compliance with its regulatory requirements.

See note 18 to the consolidated financial statements appearing in Item 8 for further information on the Company's regulatory capital requirements.

OTHER REQUIREMENTS

Senior Secured Notes

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The Parent used the net proceeds from the offering of the Notes, along with cash on hand, to redeem in full its 6.75% Notes.

During the fourth quarter of 2022, the Company repurchased and subsequently cancelled $10.95 million of the 5.50% Senior Secured Notes, recognizing a small extinguishment gain.

As of December 31, 2022, $114.05 million aggregate principal amount of the Notes remains outstanding.

See note 12 to the consolidated financial statements appearing in Item 8 for further discussion.

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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