6 unchanged sentences
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
−Removed: These inherent limitations include, but are not limited to, the realities that judgments in decision–making can be faulty and that break-downs can occur because of a simple error or omission.
+Added: These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or omission.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.
7 unchanged sentences
Section 303A.12(a) CEO Certification
−Removed: The Company submitted a Section 12(a) CEO Certification to the New York Stock Exchange on May 31, 2023 with respect to fiscal 2022.
+Added: The Company submitted a Section 12(a) CEO Certification to the New York Stock Exchange on June 4, 2024 with respect to fiscal 2023.
Sarbanes-Oxley Act Section 302 CEO and CFO Certifications
1 unchanged sentence
OTHER INFORMATION
+Added: During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-
+Added: 1 trading arrangement” or “non-Rule 10b5-1 trading arrangement ,” as each term is defined in Item 408 of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
10 unchanged sentences
This document is available at no charge and can be requested by writing to the Company at its head office or by making an email request to info@opco.com.
−Removed: The Company will disclose any amendment or
−Removed: waiver to the Code of Conduct and Business Ethics for Directors, Officers and Employees on its website at
+Added: The Company will disclose any amendment or waiver to the Code of Conduct and Business Ethics for Directors, Officers and Employees on its website at
www.oppenheimer.com.
+Added: POLICY PROHIBITING INSIDER TRADING AND RELATED PROCEDURES
+Added: The Company has adopted an insider trading policy governing the purchase, sale, and other dispositions of the Company’s
+Added: securities by directors, senior management, and employees.
+Added: A copy of the insider trading policy is filed as Exhibit 19 to this
+Added: Annual Report on Form 10-K.
EXECUTIVE COMPENSATION
26 unchanged sentences
Inc., as representative of the several Initial Purchasers (previously filed as exhibit 10.2 to Form 8-K dated September 22, 2020).
−Removed: Description of the Registrant's Common Stock (filed herewith).
+Added: Description of the Registrant's Common Stock (previously filed as an exhibit 4.3 to Form 10-K for the year ended December 31, 2023).
Lease dated July 15, 2011 between 85 Broad Street LLC, Landlord and Viner Finance Inc., Tenant for premises at 85 Broad Street, New York, NY (previously filed as an exhibit to Form 10-Q for the quarterly period ended June 30, 2011).
4 unchanged sentences
(previously filed as an exhibit to Form 10-K for the year ended December 31, 2012).
−Removed: Form of Indemnification Agreement between Oppenheimer Holdings Inc.
−Removed: and the officers of Oppenheimer Holdings Inc., as the Indemnified Party, dated as of October 25, 2012.
−Removed: (previously filed as an exhibit to Form 10-K for the year ended December 31, 2012).
Oppenheimer & Co.
1 unchanged sentence
Oppenheimer Holdings Inc.
−Removed: 2014 Incentive Plan (previously filed as an exhibit to Form 10-K for the year ended December 31, 2013).
+Added: 20 2 4 Incentive Plan (previously filed as an exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the SEC on July 26, 2024 ).
Oppenheimer & Co.
4 unchanged sentences
Watkins and Oppenheimer Holdings Inc.
−Removed: (previously filed as an Exhibit to Form 10-K/A for the year ended December 31, 2022 fi l e d with the SEC on March 3, 2023).
−Removed: Lease dated October 15, 2018 between Chrysler East Building, L.L.C., Landlord, and Viner Finance Inc., Tenant, for premises at 666 Third Avenue, New York, New York (previously fi l e d as an Exhibit to Form 10-K/A for the year ended December 31, 2022 filed with the SEC on March 3 , 2 023 ).
+Added: (previously filed as an Exhibit to Form 10-K/A for the year ended December 31, 2022 filed with the SEC on March 3, 2023).
+Added: Lease dated October 15, 2018 between Chrysler East Building, L.L.C., Landlord, and Viner Finance Inc., Tenant, for premises at 666 Third Avenue, New York, New York (previously filed as an Exhibit to Form 10-K/A for the year ended December 31, 2022 filed with the SEC on March 3, 2023).
Oppenheimer & Co.
−Removed: Stock Appreciation Right Plan (previously fi l e d as an Exhibit to Form 10-K/A for the year ended December 31, 2022 fi l e d with the SEC on March 3 , 2023 ).
+Added: Stock Appreciation Right Plan (previously filed as an Exhibit to Form 10-K/A for the year ended December 31, 2022 filed with the SEC on March 3, 2023).
Third Amendment to Agreement of Lease dated June 13, 2023 between 666 Third Avenue LLC (Landlord) and Viner Finance Inc., Tenant for premises at 45 Rockefeller Plaza, New York, NY (previously filed as an Exhibit to Form 10-Q for the quarterly period ended June 30, 2023).
+Added: Insider Trading Policy (filed herewith).
Subsidiaries of the registrant (filed herewith).
7 unchanged sentences
Section 1350 signed by A.G.
−Removed: Lowenthal (filed herewith).
+Added: Lowenthal (f urnished herewith).
Certification pursuant to 18 U.S.C.
Section 1350 signed by Brad M.
−Removed: Watkins (filed herewith).
+Added: Watkins (f urnished herewith).
Oppenheimer Holdings Inc.
−Removed: Compensation Recovery (Clawback) Policy adopted January 2011 and amended October 2023 (filed herewith).
+Added: Compensation Recovery (Clawback) Policy adopted January 2011 and amended October 2023 ( previously filed as exhibit 97 to Form 10K for the year ended December 31, 2023).
101 Interactive data files pursuant to Rule 405 of Regulation S-T:
2 unchanged sentences
* This information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 1st day of March, 2024.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 27 th day of February, 2025.
OPPENHEIMER HOLDINGS INC.
3 unchanged sentences
Signature Title Date
−Removed: Watkins Chief Financial Officer (Principal Financial and Accounting Officer) March 1, 2024
−Removed: Behrens Director March 1, 2024
−Removed: Dwyer Director March 1, 2024
−Removed: Ehrhardt Director March 1, 2024
−Removed: Friedman Director March 1, 2024
−Removed: Roth Director March 1, 2024
−Removed: Lowenthal Chairman, Chief Executive Officer (Principal Executive Officer), Director March 1, 2024
−Removed: Lowenthal Director, President March 1, 2024
−Removed: Oughtred Director March 1, 2024
−Removed: Glasser Director March 1, 2024
−Removed: Kanter Director March 1, 2024
+Added: Watkins Chief Financial Officer (Principal Financial and Accounting Officer) February 27, 2025
+Added: Behrens Director February 27, 2025
+Added: Dwyer Director February 27, 2025
+Added: Friedman Director February 27, 2025
+Added: Roth Director February 27, 2025
+Added: Lowenthal Chairman, Chief Executive Officer (Principal Executive Officer), Director February 27, 2025
+Added: Lowenthal Director, President February 27, 2025
+Added: Glasser Director February 27, 2025
+Added: Kanter Director February 27, 2025
+Added: Spaulding Director February 27, 2025
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.