What changed in this filing

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Item 1. Business

2024-03-01 compared with 2023-02-28 · 104 added, 122 removed, 428 unchanged (35% of the section changed)

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("Freedom"), a discount securities broker-dealer based in New Jersey, Oppenheimer Trust Company ("Oppenheimer Trust"), a Delaware limited purpose bank, and OPY Credit Corp.

("OPY Credit"), a New York corporation organized to trade and clear syndicated corporate loans.

("OPY Credit"), a New York corporation which conducts secondary trading activities related to the purchase and sale of loans, primarily on a riskless principal basis.

We conduct our international businesses through Oppenheimer Europe Ltd.

(United Kingdom with offices in the Isle of Jersey, Germany and Switzerland), Oppenheimer Investments Asia Limited (Hong Kong), and Oppenheimer Israel (OPCO) Ltd.

(United Kingdom with offices in the Isle of Jersey, Portugal, Germany and Switzerland), Oppenheimer Investments Asia Limited (Hong Kong), and Oppenheimer Israel (OPCO) Ltd.

Oppenheimer Holdings Inc.

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Oppenheimer provides the following private client services:

Full-Service Brokerage — Oppenheimer offers full-service brokerage covering investment alternatives including exchange-traded and over-the-counter corporate equity and debt securities, money market instruments, exchange-traded options and futures contracts, municipal bonds, mutual funds, exchange-traded funds, and unit investment trusts.

Full-Service Brokerage — Oppenheimer offers full-service brokerage covering investment alternatives including exchange-traded and over-the-counter corporate equity and debt securities, money market instruments, exchange-traded options, municipal bonds, mutual funds, exchange-traded funds, and unit investment trusts.

A portion of Oppenheimer's revenue is derived from commissions from private clients through accounts with transaction-based pricing.

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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 and retail, energy, financial institutions, healthcare, rental services, technology, transportation and logistics sectors.

The investment banking industry coverage groups focus on the Consumer & Retail, Financial Institutions, Healthcare, Industrials & Energy, Latin America, and Technology sectors.

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

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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.

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.

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 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.

Oppenheimer acts as underwriter or placement agent on high yield senior and subordinated debt offerings as well as on bond financings for Emerging Market issuers.

Oppenheimer focuses on structuring and distributing public and private debt through a variety of financing transactions, including 144A / Reg S issuances, securitizations, leveraged buyouts, recapitalizations and Chapter 11 exit financings.

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

We evaluate a full range of strategic alternatives, identify the appropriate structures and sources of capital 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 strategic capital solutions, liability management and balance sheet restructurings as well as mergers and acquisitions.

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.

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Equities Division

Oppenheimer employs 38 senior research analysts covering almost 700 equity securities, primarily listed in the U.S.

Oppenheimer employs 38 senior research analysts covering approximately 675 equity securities, primarily listed in the U.S.

and over 75 dedicated equity sales and trading professionals in offices throughout the U.S.

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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.

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.

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

Oppenheimer's experienced professionals have expertise in many listed derivative products designed to serve the diverse needs of its institutional, corporate and private client base.

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government and Agency bonds;

distressed loans;

and the sovereign and corporate debt of industrialized and Emerging Market countries, which may be denominated in currencies other than U.S.

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These issuers may have high levels of indebtedness and be sensitive to adverse economic conditions, such as recession or increasing interest rates.

Fixed Income Research - Oppenheimer has a total of six fixed income research professionals covering high yield corporate, mortgage backed, Emerging Market, and municipal securities.

We also engage in secondary trading activities related to the purchase and sale of distressed loans, primarily on a riskless principal basis.

Fixed Income Research - Oppenheimer has a total of 12 fixed income research professionals covering high yield corporate, mortgage backed, Emerging Market, and municipal securities.

Oppenheimer's High Yield corporate bond research effort is designed to identify United States debt issuances that provide a combination of high current yield plus capital appreciation over the short to medium term.

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

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

Research professionals cover Emerging Market fixed income issuers, focus on sovereign bonds and provide commentary on Emerging Market corporate bond issuers.

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Any such investments may also be a pre-cursor to offering participations in such investments through private early round partnership interests to qualified high net worth investors.

Repurchase Agreements

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

In connection with both its trading and brokerage activities, Oppenheimer borrows securities to cover short sales and to complete transactions in which customers have failed to deliver securities by the required settlement date and lends securities to other brokers and dealers for similar purposes.

Oppenheimer earns interest on its cash collateral provided and pays interest on the cash collateral received less a rebate earned for lending securities.

CONSOLIDATED SUBSIDIARIES

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

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.

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 Advisers Act of 1940, as amended (the "Advisers 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.

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

primarily engages in secondary trading activities related to the purchase and sale of loans, primarily on a riskless principal basis.

Oppenheimer Trust Company of Delaware Inc.

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At December 31, 2023, Oppenheimer Trust held custodial assets of $466.0 million.

Oppenheimer Trust is regulated by the Delaware State Bank Commissioner.

Freedom Investments, Inc.

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

Inc and a member of FINRA.

Inc and a member of the Financial Industry Regulatory Authority, Inc.

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 Investments Asia Limited, which is based in Hong Kong, China, provides fixed income and equities brokerage services to institutional investors and is regulated by the Securities and Futures Commission in Hong Kong.

Oppenheimer Europe Ltd.

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

Oppenheimer 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.

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

The Company acquired BondWave LLC (“BondWave”), in December of 2023.

BondWave is a cloud-based financial market software-as-a-service provider which offers institutions and broker-dealers active in fixed income markets with an integrated suite of portfolio analytics, transaction analytics and proprietary data solutions.

ADMINISTRATION AND OPERATIONS

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Oppenheimer has a multi-currency platform which enables it to facilitate client trades in securities denominated in foreign currencies.

Oppenheimer operates as an introducing broker and introduces its clients' commodities transactions through a correspondent firm on a fully- disclosed basis.

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

Effective December 31, 2023, Oppenheimer terminated its commodity business and will no longer facilitate client commodity transactions.

We do not expect this to materially impact the Company’s financial position or results of operations going forward.

INFORMATION TECHNOLOGY

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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.

In the area of information security, we have developed and implemented a framework of processes, 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.

See "Cybersecurity" in Part 1, Item 1C.

HUMAN CAPITAL OVERVIEW

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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.

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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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 are committed to maintaining a diverse workforce and 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.

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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 conduct ongoing and robust succession planning for senior roles within 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.

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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 associate Financial Advisor Program.

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, Investment Banking Analyst Program and associate Financial Professional 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 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.

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.

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Investment Banking X X X X

Sales & Trading X X X

Sales & Trading X X

Research X 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 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.

Throughout 2023, most of our employees worked under a hybrid arrangement that provided some flexibility to work on a remote basis.

As the COVID-19 pandemic has subsided, we have continued to encourage employees to return to the workplace on a regular basis, as we believe that in-person engagement provides important benefits that are largely lost through remote work.

To date, there have not been any significant disruptions to our business or internal control processes as a result of remote work.

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 than the Company.

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.

Recently online firms have offered “free” trades to all investors, which has become increasingly popular with small investors, living and working from home.

At present, it is not possible to determine the nature of this competitive threat, given its newness and the type of client it has attracted to date.

In recent years, online firms have offered “free” trades to all investors, which have become increasingly popular with small investors.

At present, it is not possible to determine the nature of this competitive

threat, given its relative newness and the type of client it has attracted to date.

Additionally, foreign-based securities firms and commercial banks regularly offer their services in performing a variety of investment banking functions including mergers and acquisitions advice, leveraged buy-out financing, merchant banking, and bridge financing, all in direct competition with U.S.

broker-dealers.

investment banks.

We also compete with companies that offer web-based financial services and discount brokerage services, usually with lower levels of service, to individual clients.

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Oppenheimer maintains its headquarters and principal operating locations in New York City.

In order to provide continuity for these services, the Company operates a primary data center as well as maintains back-up facilities (information technology, operations and data processing) in sites with requisite communications back-up systems.

In order to provide continuity for these services, the Company operates a primary data center remote from its principal office as well as maintains back-up facilities (information technology, operations and data processing) in sites with requisite communications back-up systems.

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.

The Company's headquarters and the primary and secondary locations 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.

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

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 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 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.

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 and annual training to all Company employees.

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

the Financial Industry Regulatory Authority ("FINRA"), the Intercontinental Exchange, Inc., known as ICE Futures U.S., and the National Futures Association ("NFA").

FINRA, and the Intercontinental Exchange, Inc., known as ICE Futures U.S.

In addition, Oppenheimer has satisfied the requirements of the Municipal Securities Rulemaking Board ("MSRB") for effecting customer transactions in municipal securities.

Freedom is also a member of FINRA.

Oppenheimer Europe Ltd.

is regulated by the Financial Conduct Authority ("FCA") in the United Kingdom and the Jersey Financial Services Commission ("JFSC") in the Isle of Jersey.

Oppenheimer Investments Asia Limited is regulated by the Securities and Futures Commission ("SFC") in Hong Kong.

Oppenheimer Israel Ltd.

operates subject to the authority of the Israel Securities Authority.

Oppenheimer is also a member of the Securities Industry and Financial Markets Association ("SIFMA"), a non-profit organization that represents the shared interests of participants in the United States financial markets.

Oppenheimer is also a member of the Securities Industry and Financial Markets Association ("SIFMA"), a

non-profit organization that represents the shared interests of participants in the United States financial markets.

The Company has access to a number of regional and national markets and is required to adhere to their applicable rules and regulations.

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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 futures trading.

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

FINRA has been designated as the primary regulator of Oppenheimer and Freedom with respect to securities and option trading activities and the NFA has been designated as Oppenheimer's primary regulator with respect to commodities activities.

SROs adopt rules (subject to approval by the SEC or the CFTC, as the case may be) governing the industry and conduct periodic examinations of Oppenheimer's and Freedom's operations.

In recent years, the SEC has increased its programs for examinations of registrants, even where such examinations overlap with examinations conducted by other entities.

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

FINRA has been designated as the primary regulator of Oppenheimer and Freedom with respect to securities and option trading activities.

As indicated above, as of December 31, 2023, Oppenheimer no longer provides commodity-related services to its customers.

SROs adopt rules (subject to approval by the SEC) governing the industry and conduct periodic examinations of Oppenheimer's and Freedom's operations.

Securities firms are also subject to regulation by state securities commissions in the states in which they do business.

Oppenheimer and Freedom are each registered as a broker-dealer in the 50 states and the District of Columbia and Puerto Rico.

Oppenheimer Europe Ltd.

is regulated by the Financial Conduct Authority ("FCA") in the United Kingdom and the Jersey Financial Services Commission ("JFSC") in the Isle of Jersey.

Oppenheimer Investments Asia Limited is regulated by the Securities and Futures Commission ("SFC") in Hong Kong.

Oppenheimer Israel Ltd.

operates subject to the authority of the Israel Securities Authority.

Broker-dealer Regulation — The regulations to which broker-dealers are subject cover all aspects of the securities business, including sales methods, trade practices among broker-dealers, the use and safekeeping of customers' funds and securities, capital structure of securities firms, record keeping and the conduct of directors, officers and employees.

The SEC has adopted rules requiring underwriters to ensure that municipal securities issuers provide current financial information and imposing limitations on political contributions to municipal issuers by brokers, dealers and other municipal finance professionals.

Additional legislation, changes in rules promulgated by the SEC, the CFTC and by SROs, or changes in the interpretation or enforcement of existing laws and rules may directly affect the method of operation and profitability of broker-dealers.

Additional legislation, changes in rules promulgated by the SEC, and by SROs, or changes in the interpretation or enforcement of existing laws and rules may directly affect the method of operation and profitability of broker-dealers.

The SEC, SROs (including FINRA) and state securities commissions may conduct administrative proceedings which can result in censure, fine, issuance of cease and desist orders or suspension or expulsion of a broker-dealer (for all or part of its activities), its officers, or employees.

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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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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.

Increasingly, regulators (including both the SEC and FINRA) are focused on broker-dealer record retention of business communications by employees.

In this context, there has been particular focus on texting by employees and the retention and storage of texting records.

Included in this attention has been an industry “sweep” resulting in substantial fines of firms including the Company.

The issue presents unique challenge due to the lack of easily adoptable technology solutions that would facilitate the prevention or detection of noncompliance with the Company's' strengthened policies on off-channel communications.

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.

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.

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

government, including:

due diligence and record-keeping requirements for private banking and correspondent accounts;

standards for obtaining and verifying customer identification at account opening;

and rules to produce certain records upon request of a regulator or law enforcement and to

promote cooperation among financial institutions, regulators, and law enforcement in identifying parties that may be involved in terrorism, money laundering and other crimes.

In May 2016, FinCEN issued a new rule that, since May 2018, has required certain financial institutions, including U.S.

banks and broker-dealers, to obtain certain beneficial ownership information from legal entity clients.

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.

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.

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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.

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.

government, including:

due diligence and record-keeping requirements for private banking and correspondent accounts;

standards for obtaining and verifying customer identification at account opening;

and rules to produce certain records upon request of a regulator or law enforcement and to promote cooperation among financial institutions, regulators, and law enforcement in identifying parties that may be involved

in terrorism, money laundering and other crimes.

In May 2016, FinCEN issued a new rule that, since May 2018, has required

certain financial institutions, including U.S.

banks and broker-dealers, to obtain certain beneficial ownership information from legal entity clients.

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.

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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.

It is possible that these restrictive business practices may be adopted in the U.S.

This rulemaking has negatively impacted the overall availability of commission revenue in payment for equity research and negatively impacted the liquidity of markets for equities and fixed income securities in Europe.

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.

Increasingly, there has been recognition that these rules have significantly reduced the trading liquidity of smaller European companies and resulted in these companies having difficulty in accessing the capital markets.

There are some indications the rules described above may be softened to offset these market effects.

It is also possible that these restrictive business practices may be adopted in the U.S.

although there is currently no such regulatory requirement in the U.S.

Fiduciary Standard — Rulemaking by the U.S.

Department of Labor and SEC— In April 2016, the U.S.

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 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.

5th Circuit Court of Appeals found that the DOL did not have the jurisdiction to adopt the aforementioned rules and vacated the DOL Fiduciary Rules effective in June 2018.

On April 18, 2018, the SEC announced its proposed "Regulation Best Interest," a package of rulemakings and interpretations that address customers' relationships with investment advisers and broker-dealers.

On June 5, 2019, the SEC adopted a final version of this rulemaking package that included the adoption of Regulation Best Interest (“Reg BI”) as Rule 15l-1 under the Exchange Act.

Reg BI imposes a new federal standard of conduct on registered broker-dealers and their associated persons when dealing with retail clients and requires that a broker-dealer and its representatives act in the best interest of such client and not place its own interests ahead of the customer’s interests.

Department of Labor and SEC — On June 5, 2019, the SEC adopted Regulation Best Interest (“Reg BI”) as Rule 15l-1 under the Exchange Act.

Reg BI imposes a federal standard of conduct on registered broker-dealers and their associated persons when dealing with retail clients and requires that a broker-dealer and its representatives act in the best interest of such client and not place its own interests ahead of the customer’s interests.

Reg BI does not define the term “best interest” but instead sets forth four distinct obligations, disclosure, care, conflict of interest and compliance, that a broker-dealer must satisfy in each transaction.

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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.

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.

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

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

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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.

On October 31, 2023, the DOL proposed a “Retirement Security Rule” package that, if finalized, would replace the five-part test with a broader series of rules such that the fiduciary standard would apply to a wider range of client relationships.

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

There is considerable controversy over these new rules and the extent to which they supersede or conflict with rules promulgated under Reg BI.

Privacy — U.S.

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state law and regulations adopted under 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.

federal law impose obligations on the Company 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.

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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.

Enforcement began on July 1, 2023, and will only apply to violations occurring on or after this date.

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 became effective on July 1, 2023, 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.

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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.

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

Oppenheimer has adopted and disseminated privacy policies, and communicates required information relating to financial privacy and data security, in accordance with applicable law.

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In December 2021, the SEC proposed further amendments to the rules governing money market funds.

On July 12, 2023, the SEC adopted changes that will, when implemented, increase minimum money market fund liquidity requirements, eliminate redemption gates and impose mandatory liquidity fees on redemptions when certain thresholds are met, among other provisions.

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

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

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

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

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

In May 2024, client personal information must begin to be submitted.

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

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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.

As of December 31, 2023, Oppenheimer and Freedom were in compliance with their regulatory requirements.

Oppenheimer Europe Ltd.

is authorized by the FCA of the United Kingdom to provide investment services under Investment Firms’ Prudential Regime (“IFPR”).

is authorized by the FCA of the United Kingdom to provide investment services under the Investment Firms’ Prudential Regime (“IFPR”).

Effective January 2022, IFPR changed its minimum capital requirement, which is now sterling 750,000 (previously it was Euro 730,000).

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As of December 31, 2023, Oppenheimer Investments Asia Limited was in compliance with its regulatory requirements.

Oppenheimer Trust is a limited purpose trust company licensed by the Delaware State Bank Commissioner to provide fiduciary and related services.

Oppenheimer Trust is required to maintain capital of $4.15 million.

As of December 31, 2023, Oppenheimer Trust was in compliance with its capital requirements.

See note 19 to the consolidated financial statements appearing in Item 8 for further information on the Company's regulatory capital requirements.

Senior Secured Notes

On June 23, 2017, the Company issued in a private offering $200.0 million aggregate principal amount of 6.75% Senior Secured Notes due 2022 (the "6.75% Notes") at an issue price of 100% of the principal amount.

Interest on the 6.75% Notes was payable semi-annually on January 1st and July 1st.

The 6.75% Notes were scheduled to mature on July 1, 2022.

The Company redeemed $50.0 million (25%) of the 6.75% Notes plus accrued and unpaid interest during the third quarter of 2019.

During the first quarter of 2020, the Company repurchased $1.4 million of the 6.75% Notes.

On August 28, 2020, the Parent issued a conditional notice of redemption to redeem the entire $150.0 million aggregate principal amount of the outstanding 6.75% Notes.

The Company held $1.4 million in treasury for a net outstanding amount of $148.6 million.

On September 22, 2020, the Parent issued a notice to satisfy and discharge all of its obligations under the Indenture governing the 6.75% Notes.

On September 28, 2020, the 6.75% Notes were fully redeemed.

On September 22, 2020, the Parent issued $125.0 million aggregate principal amount of 5.50% Senior Secured Notes due 2025 (the “Notes”) at an issue price of 100% of the principal amount.

The Notes will mature on October 1, 2025 and bear interest at a rate of 5.50% per annum, payable semiannually on April 1st and October 1st, respectively, of each year.

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.

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

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

During the first quarter of 2023, the Company repurchased and cancelled $1.0 million aggregate principal amount of its Notes in the open market.

As of December 31, 2023, $113.05 million aggregate principal amount of the Notes remains outstanding.

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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