What changed in this filing

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Item 1. Business

2025-02-27 compared with 2024-03-01 · 96 added, 148 removed, 384 unchanged (39% of the section changed)

Oppenheimer Holdings Inc.

("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.

("OPY" or the "Parent"), through its Operating Subsidiaries (together, the "Company", the "Firm", "we", "our" or "us"), is a leading middle-market investment bank and full service broker-dealer incorporated in the State of Delaware in the United States.

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.

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and its subsidiary advisors ("OAM"), a New York-based investment adviser, Freedom Investments, Inc.

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

("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.

("Freedom"), a discount securities broker-dealer based in New Jersey, Oppenheimer Trust Company of Delaware Inc.

("Oppenheimer Trust"), a Delaware limited purpose bank, and OPY Credit Corp.

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

We conduct our international businesses through Oppenheimer Europe 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.

was originally incorporated under the laws of British Columbia.

Pursuant to its Certificate and Articles of Incorporation, effective on May 11, 2005, the Company's legal existence was continued under the Canada Business Corporations Act.

Effective May 11, 2009, the Company changed its jurisdiction of incorporation from the federal jurisdiction of Canada to the State of Delaware in the United States with the approval of its shareholders.

PRIVATE CLIENT

Through its Private Client Division, Oppenheimer provides a comprehensive array of financial services through a network of 931 financial advisors in 90 offices located throughout the United States.

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

WEALTH MANAGEMENT

Through its Wealth Management division, Oppenheimer provides a comprehensive array of financial services through a network of 931 financial advisors in 88 offices located throughout the United States.

Clients include high-net-worth individuals and families, corporate executives, and public and private businesses.

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As of December 31, 2024, the Company held client assets under administration of $129.5 billion.

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, municipal bonds, mutual funds, exchange-traded funds, and unit investment trusts.

Oppenheimer provides the following wealth management services:

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

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Margin Lending — Oppenheimer extends credit to its customers, collateralized by securities and cash in the customer's account, for a portion of the purchase price, and receives income from interest on such extensions of credit at interest rates derived from Oppenheimer's base rate as adjusted, from time to time.

ASSET MANAGEMENT

OAM is responsible for the Company's advisory programs and alternative investments businesses.

The business includes discretionary and non-discretionary fee-based programs sponsored by Oppenheimer, OAM, Oppenheimer Investment Advisers ("OIA"), a division of OAM and Oppenheimer Investment Management LLC ("OIM"), as well as alternative investments sponsored through Advantage Advisers Multi Manager LLC, Advantage Advisers Management, LLC and Oppenheimer Alternative Investment Management LLC.

OAM is responsible for the Company's advisory programs and alternative investments businesses offered to the Firm’s wealth management clients.

The business includes discretionary and non-discretionary fee-based programs sponsored by Oppenheimer, OAM, Oppenheimer Investment Advisers ("OIA"), and Oppenheimer Investment Management LLC ("OIM"), as well as alternative investments sponsored through Advantage Advisers Multi Manager LLC, Advantage Advisers Management, LLC and Oppenheimer Alternative Investment Management LLC.

OAM offers tailored investment management solutions and services to high-net-worth private clients, institutions and corporations and/or plans sponsored by them.

These include, but are not limited to, portfolio management, manager research and due diligence, asset allocation advice and financial planning.

OAM offers proprietary and third party investment management capabilities through separately managed accounts, alternative investments and discretionary and non-discretionary portfolio management programs as well as managed portfolios of mutual funds.

OAM offers proprietary and third party investment management capabilities through separately managed accounts, alternative investments and discretionary and non-discretionary

portfolio management programs as well as managed portfolios of mutual funds.

Platform support functions include sales and marketing along with administrative services such as trade execution, client services, records management and client reporting and performance monitoring as well as custody through Oppenheimer.

At December 31, 2024, the Company had $49.4 billion of client assets under management ("AUM") in fee-based programs.

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.

Revenues for OAM are generated by investment advi sory 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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Investment Banking

Oppenheimer employs more than 175 investment banking professionals in the United States, the United Kingdom, Germany and Israel.

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, Financial Institutions, Healthcare, Industrials & Energy, Latin America, and Technology sectors.

Oppenheimer employs nearly 200 investment banking professionals in the United States, the United Kingdom and Israel.

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, Financial Institutions, Healthcare, Industrials and Technology sectors.

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

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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.

We offer advice and counsel to issuers on deliberations leading to ratings issued by major rating agencies.

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.

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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 evaluate a full range of strategic alternatives, and 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.

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

equity exchanges and alternative execution venues, in addition to capital markets/origination, various arbitrage strategies, portfolio and electronic trading.

equity exchanges, the Over the Counter Market, and alternative execution venues, in addition to capital markets/origination, various arbitrage strategies, portfolio and electronic trading.

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

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

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

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

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pre-trade and post-trade analytics;

access to all major market centers in the US;

access to all major market centers in the U.S.;

access to sophisticated and custom algorithms;

professional clearing and settlement expertise.

Custody and Prime Services (CAPS) — Oppenheimer provides comprehensive custody, clearing and prime services for established and emerging hedge funds, single and multi-family offices, investment advisors, foreign financial institutions and proprietary trading groups.

Taxable Fixed Income

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distressed loans;

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

reorganization equity;

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

Oppenheimer also publishes desk analysis with respect to a number of such securities.

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

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

Institutional Fixed Income Sales and Trading - Oppenheimer trades and holds positions in public and private debt (including sovereign debt) securities, including investment and non-investment grade, distressed and convertible corporate securities as well as municipal securities.

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

There may be a limited market for some of these securities and market quotes may be available from only a small number of dealers or inter-dealer brokers.

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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.

Oppenheimer's high yield corporate bond research effort is designed to identify United States debt issuances that provide a combination of high current yield plus capital appreciation over the short to medium term as well as other special situations that may generate an attractive return.

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

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

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

Municipal bond research professionals are dedicated to the tax-exempt municipal bond market.

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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 varies substantially based upon economic and market conditions, allocations of capital, underwriting commitments and trading volume.

The size of Oppenheimer's securities positions and other financial instrument holdings varies substantially based upon economic and market conditions, allocations of capital, underwriting commitments and trading volume.

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 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.

Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and a member of the Financial Industry Regulatory Authority, Inc.

("FINRA"), and an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and transacts business on various exchanges.

Oppenheimer 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.

Oppenheimer provides its services from offices located in the United States.

Oppenheimer largely provides its services from offices located in the United States.

Oppenheimer Asset Management Inc.

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OPY Credit Corp.

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

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

Oppenheimer Trust Company of Delaware Inc.

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Freedom Investments, Inc.

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

Freedom, a registered broker-dealer with the SEC, offers discount services on a limited basis 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 the Financial Industry Regulatory Authority, Inc.

and a member of FINRA.

Oppenheimer Investments Asia Limited

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Oppenheimer Europe Ltd.

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

Oppenheimer Israel Ltd.

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.

Oppenheimer Israel (OPCO) Ltd., which is based in Tel Aviv, Israel, provides trading in foreign securities including both debt and equity as well as 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.

BondWave also offers municipal bond data analysis, news and information to financial institutions.

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.

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.

Effective December 31, 2023, Oppenheimer terminated its commodity business and no longer facilitates client commodity transactions

INFORMATION TECHNOLOGY

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

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

The Company recognizes that it is a long-term commitment to

develop and sustain a diverse and inclusive environment.

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

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

Employees are encouraged to escalate business issues, which are dealt with effectively and efficiently, in part, because Company management endeavors to always be accessible and accountable.

Employees are encouraged to escalate business issues, which

are dealt with effectively and efficiently, in part, because Company management endeavors to always be accessible and accountable.

The Company takes a pragmatic approach to human capital strategy and continuously makes investments in its people, processes and technology.

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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.

Diversity, equity, and inclusion

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.

Recruitment, talent development, and retention

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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.

Among other opportunities, we offer internships to selected college students, and others, 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.

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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.

Additionally, individuals who want to become financial advisors can gain relevant branch experience through our Associate Financial Professional Program.

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

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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, 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.

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, Capital Markets Trainee Program, Investment Banking Analyst Program and Associate Financial Professional Program.

The Associate Financial Professional Program is a multi-year training curriculum whereby new associates are partnered with experienced financial advisors in the same branch office.

We also recently launched a Financial Advisor Training Program, which is designed for recent college graduates with a financial planning degree that have or intend to acquire a Certified Financial Planning (“CFP”) designation.

Meanwhile, senior advisors are provided resources to keep abreast of our ever-changing industry with the goal to better serve the best interests of our clients.

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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.

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.

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

The Company’s Chief Executive Officer will provide recommendations to the Compensation Committee with respect to salary, bonus, and other compensation paid to senior management and other employees.

In turn, senior management will

make recommendations to the Chief Executive Officer regarding remuneration for their direct reports in various business and support functions.

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

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Total Firm 65.4 % 62.7 % 66.7 %

Private Client 49.8 % 55.9 % 64.2 %

Asset Management 28.1 % 24.4 % 19.3 %

Wealth Management 52.9 % 47.6 % 51.9 %

Capital Markets 72.3 % 77.9 % 77.3 %

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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.

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.

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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.

To date, this competitive threat has not demonstrably impacted the Company’s business as it primarily is attractive to smaller investors who are not a target client group for the Company.

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.

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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 and secondary locations 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 all 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.

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

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

Growing disruptions, arising from climate events, make the issue of business continuity both more important and less predictable than in previous periods.

Self-Regulatory Organization Membership — Oppenheimer is a member firm of the FINRA, a self-regulatory organization ("SROs").

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

Freedom is also a member of FINRA.

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.

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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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.

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.

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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, 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.

These administrative proceedings, whether or not resulting in adverse findings, can require substantial expenditures of time and money and can have an adverse impact on the reputation of a broker-dealer.

The principal purpose of regulating and disciplining broker-dealers is to protect customers and the securities markets rather than to protect creditors and shareholders.

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

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

The SEC has announced its intention to place additional oversight and scrutiny over dual registrants such as 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.

In this context, there has been particular focus on texting and other off-channel communications by employees and the retention and storage of such 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.

The issue presents unique challenges 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.

Bank Secrecy Act and USA PATRIOT Act of 2001— The Bank Secrecy Act (as amended), the USA PATRIOT Act of 2001 (as amended since inception, the “Patriot Act”), the Anti-Money Laundering Act of 2020 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.

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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.

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.

The Anti-Money Laundering Act of 2020 is intended to strengthen, modernize and streamline the existing AML regime.

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

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

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

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

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

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

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

Public Company Regulations – As the Parent’s Class A non-voting common stock is listed on the New York Stock Exchange (“NYSE”), we are subject to corporate governance requirements established by the SEC and NYSE, in addition to federal and state law.

The Sarbanes-Oxley Act of 2002 (the “Sarbanes Oxley Act”) imposes certain requirements regarding the Company’s business arrangements with members of the Board of Directors, the structure of its Audit and Compensation Committees and internal control over financial reporting framework and assessment.

The Company has taken numerous actions, and incurred substantial expenses, since the passage of the legislation to comply with the Sarbanes-Oxley Act.

Management has determined that the Company's internal control over financial reporting as of December 31, 2024 was effective.

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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 of the type that occurred in the 2008-2009 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, require the adoption of policies to "clawback" erroneously awarded compensation to executive officers, mandate disclosure of information reflecting the relationship between executive compensation paid and the entity's financial performance, create new regulations around financial transactions with retirement plans and increase the disclosures provided to clients.

Several new rules have been adopted to regulate and/or prohibit proprietary trading for certain deposit taking 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.

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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.

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.

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").

Much of the Incentive-Based Compensation Proposal would apply to financial institutions categorized as either "Level 1" institutions (assets of $250 billion or more) or "Level 2" institutions (assets of $50 billion to $250 billion), while "Level 3" institutions (assets of $1 billion to $50 billion) would be subject to less extensive obligations.

All covered financial institutions would be required to, among other requirements:

(i) annually document the structure of their incentive-based compensation arrangements;

(ii) retain records of such annual documentation for at least seven years;

and (iii) comply with general prohibitions on incentive-based compensation arrangements that could encourage inappropriate risk-taking.

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.

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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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 — 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.

Department of Labor and SEC — Regulation Best Interest (“Reg BI”), which became effective in 2020, requires that a broker-dealer and its representatives act in the best interest of its retail clients 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.

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

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

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.

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

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

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

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

As 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.

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.

Implementation of Reg BI resulted in significant structural, technological and operational changes to our business, in addition to extensive ongoing training of our professionals.

Ongoing compliance with Reg BI may limit revenue and result in increased costs, including, but not limited to, compliance costs associated with new or enhanced technology and may in the future lead to increased litigation costs.

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

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

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.

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.

On October 31, 2023, the Department of Labor (“DOL”) proposed a “Retirement Security Rule” package that, if finalized, would replace the five-part test historically used to determine who was an investment advice fiduciary with a broader series of rules such that the fiduciary standard would apply to a wider range of client relationships.

The DOL issued a final rule on April 23, 2024 and replaced the five-part test with a three-part test that removed certain conditions which were previously necessary to create a fiduciary relationship.

The compliance date for the final rule was September 23, 2024, but in July 2024, two federal courts in Texas stayed the implementation of the final rule which remains stayed.

Privacy — U.S.

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state law and regulations adopted under 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.

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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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.

Additionally, a number of other states have adopted new privacy laws granting consumers various privacy rights that exceed the requirements set by federal law, which laws became effective in 2023 and 2024.

Numerous other states are considering privacy legislation either along the lines of, or with more onerous requirements than, the CCPA, or have adopted new privacy laws that will go into effect in 2025 and 2026.

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

The 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 passed, 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 the GDPR.

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

Money Market Funds — In July 2014, the SEC adopted amendments to the rules that govern money market mutual funds.

Following Britain's January 2020 exit from the European Union ("EU") ("Brexit"), the UK adopted the UK GDPR, which incorporates the same key principles and requirements as the EU GDPR.

On May 16, 2024, th e SEC adopted amendments to Regulation S-P, which requires SEC-regulated entities to adopt written policies and procedures for an incident response program that is r easonably designed to detect, respond to, and recover from unauthorized access to or use of customer information .

The final amendments require entities to notify individuals whose sensitive customer information was accessed or used without authorization within 30 days.

The requirements set forth in these amendments, which the Company must comply with beginning in December 2025, are not expected to have a significant impact on the Company's business.

Money Market Funds — The SEC adopted amendments to the rules that govern money market mutual funds.

The amendments make structural and operational reforms to address risks of excessive withdrawals over relatively short time frames by investors from money market funds, while preserving the benefits of the funds.

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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.

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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In addition, U.S.

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 and client information.

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

This has made 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.

In May 2024, client personal information began to be submitted.

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

In February, 2025, the SEC proposed to cease requiring the submission of client Personal Information (PII) effective immediately.

The Company is making plans to cease submitting such information and to redact information previously submitted.

The Company believes this action will significantly protect clients’ information.

The requirements of the CAT have been and will continue to be expensive to implement and present potential privacy issues that may not be protected under existing rule-making and may make the Company liable for improper disclosure or cybersecurity hacking of the CAT database.

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Oppenheimer elects to compute net capital under the alternative method of calculation permitted by the Net Capital Rule.

(Freedom computes net capital under the basic formula as provided by the Net Capital Rule.) Under the alternative method, Oppenheimer is required to maintain a minimum "net capital", as defined in the Net Capital Rule, at least equal to 2% of the amount of its "aggregate debit items" computed in accordance with the Formula for Determination of Reserve Requirements for Brokers and Dealers (Exhibit A to Rule 15c3-3 under the Exchange Act) or $1.5 million, whichever is greater.

"Aggregate debit items" are assets that have as their source transactions with customers, primarily margin loans.

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 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.

Net capital is essentially defined in the Net Capital Rule as net worth (assets minus liabilities), plus qualifying subordinated borrowings minus certain mandatory deductions that result from excluding assets that are not readily convertible into cash and deductions for certain operating charges.

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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.

Oppenheimer Europe Ltd.

is required to present the capital requirement in capital ratios, but is effectively unchanged when comparing performance to required regulatory minimums.

As of December 31, 2024, Oppenheimer Europe Ltd.

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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 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 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.

See note 13 to the consolidated financial statements appearing in Item 8 for further discussion.

Securities Investor Protection Corporation ("SIPC")

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The Company's internet address is http://www.oppenheimer.com.

The Company makes available free of charge through its website its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements and other SEC filings and all amendments to those reports within 24 hours of such material being electronically filed with or furnished to the SEC.

The Company makes available free of charge through its website its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K,

proxy and information statements and other SEC filings and all amendments to those reports within 24 hours of such material being electronically filed with or furnished to the SEC.

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