What changed in this filing

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Item 1. Financial Statements

2025-10-31 compared with 2025-08-01 · 216 added, 201 removed, 974 unchanged (30% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

(Expressed in thousands, except number of shares and per share amounts) June 30, 2025 December 31, 2024

(Expressed in thousands, except number of shares and per share amounts) September 30, 2025 December 31, 2024

Cash and cash equivalents $ 38,288 $ 33,150

35 unchanged sentences

shares issued and outstanding:

10,418,259 and 10,231,736 as of June 30, 2025 and December 31, 2024, respectively

10,420,884 and 10,231,736 as of September 30, 2025 and December 31, 2024, respectively

shares authorized, issued and outstanding:

99,665 as of June 30, 2025 and December 31, 2024

99,665 as of September 30, 2025 and December 31, 2024

Additional paid-in capital 29,723 29,733

7 unchanged sentences

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

(Expressed in thousands, except number of shares and per share amounts) 2025 2024 2025 2024

31 unchanged sentences

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

(Expressed in thousands) 2025 2024 2025 2024

3 unchanged sentences

Comprehensive income 22,163 24,779 76,151 59,821

Less net loss attributable to noncontrolling interests — — — ( 310 )

Net loss attributable to noncontrolling interests — — — ( 310 )

Comprehensive income attributable to Oppenheimer Holdings Inc.

4 unchanged sentences

For the Three Months Ended

For the Six Months Ended

(Expressed in thousands, except per share amount) 2025 2024 2025 2024

September 30,

For the Nine Months Ended

September 30,

(Expressed in thousands, except per share amounts) 2025 2024 2025 2024

Common stock ($ 0.001 par value per share)

35 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

FOR THE SIX MONTHS ENDED JUNE 30,

FOR THE NINE MONTHS ENDED SEPTEMBER 30,

(Expressed in thousands) 2025 2024

1 unchanged sentence

Net income $ 74,041 $ 60,518

Adjustments to reconcile net income to net cash used in operating activities

Adjustments to reconcile net income to net cash provided by (used in) operating activities

Non-cash items included in net income:

4 unchanged sentences

Amortization of debt issuance costs — 164

Provision for credit losses ( 6 ) ( 125 )

Reversal of credit losses ( 23 ) ( 130 )

Paid-in-kind interest ( 143 ) —

20 unchanged sentences

Accounts payable and other liabilities ( 8,864 ) ( 41,659 )

Cash used in operating activities ( 51,671 ) ( 194,314 )

Cash provided by/(used in) operating activities 11,752 ( 182,880 )

Cash flows from investing activities

1 unchanged sentence

Proceeds from the settlement of corporate-owned life insurance 3,396 2,342

Cash used in investing activities ( 1,259 ) ( 1,415 )

Cash (used in)/provided by investing activities ( 618 ) 455

Cash flows from financing activities

Cash dividends paid on Class A non-voting and Class B voting common stock ( 5,682 ) ( 4,985 )

Issuance of Class A non-voting common stock — 64

Repurchase of Class A non-voting common stock for cancellation ( 671 ) ( 9,603 )

2 unchanged sentences

Increase in bank call loans 10,200 206,700

Cash provided by financing activities 57,398 200,108

Cash (used in)/provided by financing activities ( 5,996 ) 185,832

Net increase in cash and cash equivalents 5,138 3,407

40 unchanged sentences

Although these estimates are based on management's knowledge of current events and actions that the Company may undertake in the future, actual results may differ materially from the estimates.

The condensed consolidated results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for any future interim or annual period.

The condensed consolidated results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for any future interim or annual period.

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

Oppenheimer Principal Investments LLC

Oppenheimer Principal Investments LLC ("OPI") is a Delaware special purpose "Series" limited liability company formed in December 2020 and designed to retain and reward talented employees of the Company, primarily in connection with the deployment of Company capital into successful private market investments, and also in connection with the Company's receipt of non-cash compensation from investment banking assignments.

OPI is designed to promote alignment of Company, client and employee interests as they relate to profitable investment opportunities.

This program acts as an incentive for senior employees to identify attractive private investments for the Company and its clients, and as a retention tool for key employees of the Company.

OPI treats its members as partners for tax purposes generally and with respect to the separate Series formed to participate in (i) the incentive fees generated by successful client investments in the Company's Private Market Opportunities program, or (ii) principal investments made by the Company or a portion of the gains thereon, either through the outright purchase of an investment or consideration earned in lieu of an investment banking fee or other transaction fee.

Employees who become members of a Series receive a "profit interest", as that term is used in Internal Revenue Service (“IRS”) regulations, and receive an allocation of capital appreciation of the investment held by the particular Series that exceeds a threshold amount established for each Series.

Participating employees are also subject to vesting and forfeiture requirements for each Series investment.

Vested profit interests are accounted for as compensation expense under FASB Topic ASC 710.

Additionally, the Company’s policy is to consolidate those entities where it owns the majority voting interests.

The Company owns the majority voting interest of OPI through Oppenheimer Alternative Investment Management (“OAIM”), the managing member of OPI and a subsidiary of OAM.

Pursuant to the Company’s policy for consolidation, the Company consolidates OPI.

Financial Instruments - Credit Losses

3 unchanged sentences

See Note 9 for details.

As of June 30, 2025, the Company had $ 64.3 million of notes receivable ($ 67.9 million as of December 31, 2024).

As of September 30, 2025, the Company had $ 67.4 million of notes receivable ($ 67.9 million as of December 31, 2024).

Notes receivable represent recruiting and retention payments generally in the form of upfront loans to financial advisors and key revenue producers as part of the Company's overall growth strategy.

These notes generally amortize over a service period of 3 to 9 years from the initial date of the note or based on productivity levels of employees.

These notes generally amortize over a service period of 3 to 9 years from the initial date of the note.

All such notes are contingent on the employees' continued employment with the Company.

1 unchanged sentence

At that point, any uncollected portion of the notes is reclassified into a defaulted notes category.

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

The allowance for uncollectibles is a valuation account that is deducted from the amortized cost basis of the defaulted notes balance to present the net amount expected to be collected.

3 unchanged sentences

The expected loss rate is adjusted for changes in environmental and market conditions such as changes in unemployment rates, changes in interest rates and/or other relevant factors.

For the three and six months ended June 30, 2025, no adjustments were made to the expected loss rates.

For the three and nine months ended September 30, 2025, no adjustments were made to the expected loss rates.

The Company will continuously monitor the effect of these factors on the expected loss rate and adjust it as necessary.

The allowance is measured on a pool basis as the Company has determined that the entire defaulted portion of notes receivable has similar risk characteristics.

As of June 30, 2025, the balance of defaulted notes was $ 4.5 million and the allowance for uncollectibles was $ 2.9 million.

As of September 30, 2025, the balance of defaulted notes was $ 4.5 million and the allowance for uncollectibles was $ 2.7 million.

The allowance for uncollectibles consisted of $ 1.5 million related to defaulted notes balances (five years and older) and $ 1.2 million (under five years).

The following table presents the disaggregation of defaulted notes by year of default as of June 30, 2025:

The following table presents the disaggregation of defaulted notes by year of default as of September 30, 2025:

(Expressed in thousands)

As of June 30, 2025

As of September 30, 2025

2020 and prior 1,421

Total $ 4,450

The following table presents activity in the allowance for uncollectibles of defaulted notes for the three and six months ended June 30, 2025 and 2024:

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

The following table presents activity in the allowance for uncollectibles of defaulted notes for the three and nine months ended September 30, 2025 and 2024:

(Expressed in thousands)

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

2025 2024 2025 2024

1 unchanged sentence

Additions 173 719 469 848

Reversal — ( 93 ) — —

Write-offs ( 377 ) ( 952 ) ( 632 ) ( 1,097 )

Ending balance $ 2,652 $ 3,620 $ 2,652 $ 3,620

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

The Company has operating leases for office space and equipment expiring at various dates through 2035.

1 unchanged sentence

In addition, the Company has 88 retail branch offices in the United States as well as offices in London, England, St.

Helier, Isle of Jersey, Geneva, Switzerland, Tel Aviv, Israel and Hong Kong, China.

Helier, Isle of Jersey, Tel Aviv, Israel, Hong Kong, China, and Geneva, Switzerland.

The Company is constantly assessing its needs for office space and, on a rolling basis, has many leases that expire in any given year.

6 unchanged sentences

The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.

As of June 30, 2025, the Company had right-of-use operating lease assets of $ 127.2 million (net of accumulated amortization of $ 130.4 million) which are comprised of real estate leases of $ 124.4 million (net of accumulated amortization of $ 128.1 million) and equipment leases of $ 2.8 million (net of accumulated amortization of $ 2.3 million).

As of June 30, 2025, the Company had operating lease liabilities of $ 165.8 million which are comprised of real estate lease liabilities of $ 163.1 million and equipment lease liabilities of $ 2.8 million.

The Company had no finance leases as of June 30, 2025.

As of September 30, 2025, the Company had right-of-use operating lease assets of $ 121.7 million (net of accumulated amortization of $ 132.9 million) which are comprised of real estate leases of $ 118.8 million (net of accumulated amortization of $ 130.7 million) and equipment leases of $ 2.9 million (net of accumulated amortization of $ 2.3 million).

As of September 30, 2025, the Company had operating lease liabilities of $ 158.8 million which are comprised of real estate lease liabilities of $ 155.9 million and equipment lease liabilities of $ 2.9 million.

The Company had no finance leases as of September 30, 2025.

As most of the Company's leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

The following table presents the weighted average lease term and weighted average discount rate for the Company's operating leases as of June 30, 2025 and December 31, 2024, respectively:

June 30, 2025

The following table presents the weighted average lease term and weighted average discount rate for the Company's operating leases as of September 30, 2025 and December 31, 2024, respectively:

September 30, 2025

December 31, 2024

1 unchanged sentence

Weighted average discount rate 7.40 % 7.50 %

The following table presents operating lease costs recognized for the three and six months ended June 30, 2025 and June 30, 2024, respectively, which are included in occupancy and equipment costs on the condensed consolidated income statements:

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

The following table presents operating lease costs recognized for the three and nine months ended September 30, 2025 and September 30, 2024, respectively, which are included in occupancy and equipment costs on the condensed consolidated income statements:

(Expressed in thousands)

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

Equipment leases - Interest expense 53 45 146 135

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

The maturities of lease liabilities as of June 30, 2025 and December 31, 2024 are as follows:

The maturities of lease liabilities as of September 30, 2025 and December 31, 2024 are as follows:

(Expressed in thousands)

June 30, 2025

September 30, 2025

December 31, 2024

8 unchanged sentences

Present value of lease liabilities $ 158,827 $ 173,320

As of June 30, 2025, the Company had $ 1.9 million of additional real estate operating leases that have not yet commenced ($ 6.9 million as of December 31, 2024).

As of September 30, 2025, the Company had $ 3.1 million of additional real estate operating leases that have not yet commenced ($ 6.9 million as of December 31, 2024).

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

Revenue from contracts with customers

16 unchanged sentences

The Company records a receivable on the trade date and receives a payment on the settlement date.

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

Mutual Fund Income — The Company earns mutual fund income for sales and distribution of mutual fund shares, which consists of a fixed fee amount and a variable amount.

3 unchanged sentences

Mutual fund income is generally received within 90 days.

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

Advisory Fees

10 unchanged sentences

Transaction-related expenses, primarily consisting of legal, travel and other costs directly associated with the transaction, are deferred and recognized in the same period as the related investment banking transaction revenue.

Underwriting revenue and related expenses are presented gross on the consolidated income statements.

Underwriting revenue and related expenses are presented gross on the condensed consolidated income statements.

Revenue from financial advisory services includes fees generated in connection with mergers, acquisitions and restructuring transactions.

9 unchanged sentences

Disaggregation of Revenue

The following presents the Company's revenue from contracts with customers disaggregated by major business activity and other sources of revenue for the three and six months ended June 30, 2025 and 2024:

(Expressed in thousands) For the Three Months Ended June 30, 2025

The following presents the Company's revenue from contracts with customers disaggregated by major business activity and other sources of revenue for the three and nine months ended September 30, 2025 and 2024:

(Expressed in thousands) For the Three Months Ended September 30, 2025

Reportable Segments

15 unchanged sentences

Total revenue $ 259,726 $ 162,145 $ 2,567 $ 424,438

(Expressed in thousands) For the Three Months Ended June 30, 2024

(Expressed in thousands) For the Three Months Ended September 30, 2024

Reportable Segments

17 unchanged sentences

Notes to Condensed Consolidated Financial Statements (unaudited)

(Expressed in thousands) For the Six Months Ended June 30, 2025

(Expressed in thousands) For the Nine Months Ended September 30, 2025

Reportable Segments

15 unchanged sentences

Total revenue $ 748,133 $ 408,387 $ 8,921 $ 1,165,441

(Expressed in thousands) For the Six Months Ended June 30, 2024

(Expressed in thousands) For the Nine Months Ended September 30, 2024

Reportable Segments

21 unchanged sentences

Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied.

The Company had receivables related to revenue from contracts with customers of $ 45.3 million and $ 46.2 million at June 30, 2025 and December 31, 2024, respectively.

The Company had no significant impairments related to these receivables during the three and six months ended June 30, 2025.

The Company had receivables related to revenue from contracts with customers of $ 47.5 million and $ 46.2 million at September 30, 2025 and December 31, 2024, respectively.

The Company had no significant impairments related to these receivables during the three and nine months ended September 30, 2025.

Deferred revenue relates to IRA fees received annually in advance on customers' IRA accounts managed by the Company, software license fees received upfront from customers and retainer fees and other fees earned from certain advisory transactions where the performance obligations have not yet been satisfied.

Total deferred revenue was $ 3.3 million and $ 0.9 million at June 30, 2025 and December 31, 2024, respectively.

The following presents the Company's receivables and deferred revenue balances from contracts with customers, which are included in other assets and other liabilities, respectively, on the consolidated balance sheet:

Total deferred revenue was $ 2.9 million and $ 0.9 million at September 30, 2025 and December 31, 2024, respectively.

(Expressed in thousands) As of

June 30, 2025

December 31, 2024

September 30, 2025 December 31, 2024

Commission (1)

27 unchanged sentences

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

2025 2024 2025 2024

8 unchanged sentences

Diluted $ 1.90 $ 2.16 $ 6.53 $ 5.45

(1) For the three months ended June 30, 2025, the diluted net income per share computation did not include the anti-dilutive effect of 199,850 shares of Class A Stock granted under share-based compensation arrangements.

For the six months ended June 30, 2025, the diluted net income per share computation did not include the anti-dilutive effect of 202,475 shares of Class A Stock granted under share-based compensation arrangements.

For the three months ended June 30, 2024, there were no shares of Class A Stock with an anti-dilutive effect granted under share-based compensation arrangements.

For the six months ended June 30, 2024, the diluted net income per share computation did not include the anti-dilutive effect of 1,000 shares of Class A Stock granted under share-based compensation arrangements.

(1) For the three months ended September 30, 2025, the diluted net income per share computation did not include the anti-dilutive effect of 7,000 shares of Class A Stock granted under share-based compensation arrangements.

For the nine months ended September 30, 2025, the diluted net income per share computation did not include the anti-dilutive effect of 8,000 shares of Class A Stock granted under share-based compensation arrangements.

For the three and nine months ended September 30, 2024, there were no shares of Class A Stock with an anti-dilutive effect granted under share-based compensation arrangements.

Receivable from and payable to brokers, dealers and clearing organizations

(Expressed in thousands)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Receivable from brokers, dealers and clearing organizations consisting of:

11 unchanged sentences

Total $ 322,339 $ 253,816

(1) As of December 31, 2024, approximately $ 15.4 million of this balance represents a receivable for trades executed, but not yet settled.

(2) As of June 30, 2025, approximately $ 89.4 million of this balance represents a payable for trades executed, but not yet settled.

(1) As of September 30, 2025 and December 31, 2024, approximately $ 16.6 million and $ 15.4 million, respectively, of this balance represents a receivable for trades executed, but not yet settled.

OPPENHEIMER HOLDINGS INC.

13 unchanged sentences

The Company has valued the auction rate securities owned at the tender offer price and categorized them in Level 3 of the fair value hierarchy due to the illiquid nature of the securities and the period of time since the last tender offer.

As of June 30, 2025 and December 31, 2024, the Company had $ 128,000 and $ 2.7 million, respectively, of auction rate securities in Level 3 assets.

Additionally, the Company has valued a convertible note using a discount cash flow model and warrants using a Black-Scholes option pricing model and categorized them in Level 3 of the fair value hierarchy due to the models' use of unobservable inputs.

As of June 30, 2025, the Company had $ 1.9 million and $ 1.2 million of convertible note and warrants, respectively, in Level 3 assets.

As of September 30, 2025 and December 31, 2024, the Company had $ 128,000 and $ 2.7 million, respectively, of auction rate securities in Level 3 assets.

Additionally, the Company has valued a convertible note using a discounted cash flow model and warrants using a Black-Scholes option pricing model and categorized them in Level 3 of the fair value hierarchy due to the models' use of unobservable inputs.

As of September 30, 2025, the Company had $ 2.0 million and $ 1.2 million of convertible note and warrants, respectively, in Level 3 assets.

Derivative financial instruments

4 unchanged sentences

The Company owns an equity method investment in a financial technologies firm.

The Company elected the fair value option for this investment and it is included in other assets on the consolidated balance sheet.

The Company elected the fair value option for this investment and it is included in other assets on the condensed consolidated balance sheet.

The Company determined the fair value of the investment based on an implied market-multiple approach and observable market data, including comparable company transactions.

As of June 30, 2025 and December 31, 2024, the fair value of the investment was $ 6.3 million and $ 5.9 million, respectively, and was categorized in Level 2 of the fair value hierarchy.

The fair value of this investment was $ 5.9 million and $ 5.9 million, respectively at September 30, 2025 and December 31, 2024, and was categorized in Level 2 of the fair value hierarchy.

Trade claims are categorized in Level 3 of the fair value hierarchy due to the illiquid nature of the claims and the period of time since the executed prices.

As of June 30, 2025, the Company had no trade claims.

As of September 30, 2025, the Company had no trade claims.

As of December 31, 2024, the Company had $ 2.7 million of trade claims in Level 3 assets.

OPPENHEIMER HOLDINGS INC.

2 unchanged sentences

The Company records these investments within other assets and uses the net asset value of the underlying fund as a basis for estimating the fair value of its investment unless another method provides a better indicator of fair value.

Changes in the fair value of these investments are reflected within other income in the consolidated financial statements.

The following table provides information about the Company's investments in Company-sponsored funds as of June 30, 2025:

Changes in the fair value of these investments are reflected within other income in the condensed consolidated financial statements.

The following table provides information about the Company's investments in Company-sponsored funds as of September 30, 2025:

(Expressed in thousands)

26 unchanged sentences

Assets and Liabilities Measured at Fair Value

The Company's assets and liabilities, recorded at fair value on a recurring basis as of June 30, 2025 and December 31, 2024, have been categorized based upon the above fair value hierarchy as follows:

Assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 :

The Company's assets and liabilities, recorded at fair value on a recurring basis as of September 30, 2025 and December 31, 2024, have been categorized based upon the above fair value hierarchy as follows:

Assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 :

(Expressed in thousands)

Fair Value Measurements as of June 30, 2025

Fair Value Measurements as of September 30, 2025

Level 1 Level 2 Level 3 Total

27 unchanged sentences

Derivative contracts:

Futures 982 — — 982

TBAs — 86 — 86

1 unchanged sentence

Total $ 240,548 $ 19,376 $ — $ 259,924

(1) Included in other assets on the consolidated balance sheet.

(2) Included in receivable/payable from/to brokers, dealers and clearing organizations on the consolidated balance sheet.

(1) Included in other assets on the condensed consolidated balance sheet.

(2) Included in receivable/payable from/to brokers, dealers and clearing organizations on the condensed consolidated balance sheet.

OPPENHEIMER HOLDINGS INC.

29 unchanged sentences

Derivative contracts:

1,071 — — 1,071

Futures 1,071 — — 1,071

Derivative contracts, total 1,071 — — 1,071

Total $ 94,950 $ 5,013 $ — $ 99,963

(1) Included in other assets on the consolidated balance sheet.

(2) Included in receivable/payable to brokers, dealers and clearing organizations on the consolidated balance sheet.

(1) Included in other assets on the condensed consolidated balance sheet.

(2) Included in receivable/payable to brokers, dealers and clearing organizations on the condensed consolidated balance sheet.

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

The following tables present changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the three and six months ended June 30, 2025 and 2024:

The following tables present changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the three and nine months ended September 30, 2025 and 2024:

(Expressed in thousands)

Level 3 Assets and Liabilities

For the Three Months Ended June 30, 2025

For the Three Months Ended September 30, 2025

Total Realized

6 unchanged sentences

128 — — — — 128

Trade claims 3,218 957 — ( 4,175 ) — —

(1) Represents auction rate securities that failed in the auction rate market.

(2) Included in principal transactions in the consolidated income statement.

(2) Included in principal transactions in the condensed consolidated income statement except amounts for corporate and other obligations, which represent paid-in-kind interest, that are included in interest income in the condensed consolidated income statement.

(Expressed in thousands)

Level 3 Assets and Liabilities

For the Three Months Ended June 30, 2024

For the Three Months Ended September 30, 2024

Total Realized

5 unchanged sentences

(1) Represents auction rate securities that failed in the auction rate market.

(2) Included in principal transactions in the consolidated income statement.

(2) Included in principal transactions in the condensed consolidated income statement.

(Expressed in thousands)

Level 3 Assets and Liabilities

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

Total Realized

8 unchanged sentences

(1) Represents auction rate securities that failed in the auction rate market.

(2) Included in principal transactions in the consolidated income statement.

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

(Expressed in thousands)

Level 3 Assets and Liabilities

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Total Realized

5 unchanged sentences

(1) Represents auction rate securities that failed in the auction rate market.

(2) Included in principal transactions in the consolidated income statement.

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

(2) Included in principal transactions in the condensed consolidated income statement.

Financial Instruments Not Measured at Fair Value

The table below presents the carrying value, fair value and fair value hierarchy category of certain financial instruments that are not measured at fair value on the consolidated balance sheets.

The table below presents the carrying value, fair value and fair value hierarchy category of certain financial instruments that are not measured at fair value on the condensed consolidated balance sheets.

The table below excludes non-financial assets and liabilities (e.g., furniture, equipment and leasehold improvements and accrued compensation).

The carrying value of financial instruments not measured at fair value categorized in the fair value hierarchy as Level 1 or Level 2 (e.g., cash and receivables from customers) approximates fair value because of the relatively short-term nature of the underlying assets.

Assets and liabilities not measured at fair value as of June 30, 2025:

Assets and liabilities not measured at fair value as of September 30, 2025:

(Expressed in thousands) Fair Value Measurement:

13 unchanged sentences

2,205 — 2,205 — 2,205

(1) Included within other assets on the consolidated balance sheet.

(1) Included within other assets on the condensed consolidated balance sheet.

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

(Expressed in thousands) Fair Value Measurement:

10 unchanged sentences

Securities sold under agreements to repurchase 972,167 — 972,167 — 972,167

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

Assets and liabilities not measured at fair value as of December 31, 2024:

14 unchanged sentences

1,634 — 1,634 — 1,634

(1) Included within other assets on the consolidated balance sheet.

(1) Included within other assets on the condensed consolidated balance sheet.

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

(Expressed in thousands) Fair Value Measurement:

13 unchanged sentences

Risks managed using derivative instruments include interest rate risk and, to a lesser extent, foreign exchange risk.

All derivative instruments are measured at fair value and are recognized as either assets or liabilities on the consolidated balance sheet.

All derivative instruments are measured at fair value and are recognized as either assets or liabilities on the condensed consolidated balance sheet.

Foreign exchange hedges

2 unchanged sentences

Such hedges have not been designated as accounting hedges.

Unrealized gains and losses on foreign exchange forward contracts are recorded in other assets or other liabilities on the consolidated balance sheet and other income in the consolidated income statement.

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

Unrealized gains and losses on foreign exchange forward contracts are recorded in other assets or other liabilities on the condensed consolidated balance sheet and other income in the condensed consolidated income statement.

Derivatives used for trading and investment purposes

4 unchanged sentences

Treasury Notes, federal funds, general collateral futures and Eurodollar contracts primarily as an economic hedge of interest rate risk associated with government trading activities.

Unrealized gains and losses on futures contracts are recorded on the consolidated balance sheet in payable to or receivable from brokers, dealers and clearing organizations and in the consolidated income statement as principal transactions revenue, net.

Unrealized gains and losses on futures contracts are recorded on the condensed consolidated balance sheet in receivable from or payable to brokers, dealers and clearing organizations and in the condensed consolidated income statement as principal transactions revenue, net.

To-be-announced securities

2 unchanged sentences

The contractual or notional amounts related to these financial instruments reflect the volume of activity and do not reflect the amounts at risk.

Net unrealized gains and losses on TBAs are recorded on the consolidated balance sheet in receivable from brokers, dealers and clearing organizations or payable to brokers, dealers and clearing organizations and in the consolidated income statement as principal transactions revenue, net.

The notional amounts and fair values of the Company's derivatives as of June 30, 2025 and December 31, 2024 by product were as follows:

Net unrealized gains and losses on TBAs are recorded on the condensed consolidated balance sheet in receivable from brokers, dealers and clearing organizations or payable to brokers, dealers and clearing organizations and in the condensed consolidated income statement as principal transactions revenue, net.

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

The notional amounts and fair values of the Company's derivatives as of September 30, 2025 and December 31, 2024 by product were as follows:

(Expressed in thousands)

Fair Value of Derivative Instruments as of June 30, 2025

Fair Value of Derivative Instruments as of September 30, 2025

Description Notional Fair Value

1 unchanged sentence

Other contracts TBAs $ 13,985 $ 83

Commodity contracts

Futures 500,000 —

$ 13,985 $ 83

6 unchanged sentences

Such derivative instruments are not subject to master netting agreements, thus the related amounts are not offset.

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

(Expressed in thousands)

10 unchanged sentences

Such derivative instruments are not subject to master netting agreements, thus the related amounts are not offset.

The following table presents the location and fair value amounts of the Company's derivative instruments and their effect in the consolidated income statements for the three and six months ended June 30, 2025 and 2024:

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

The following table presents the location and fair value amounts of the Company's derivative instruments and their effect in the condensed consolidated income statements for the three and nine months ended September 30, 2025 and 2024:

(Expressed in thousands)

The Effect of Derivative Instruments in the Income Statement

For the Three Months Ended June 30, 2025

For the Three Months Ended September 30, 2025

Recognized in Income on Derivatives

Types Description Location Net Gain (Loss)

Types Description Location Net Gain

Commodity contracts Futures Principal transactions revenue, net $ 172

2 unchanged sentences

The Effect of Derivative Instruments in the Income Statement

For the Three Months Ended June 30, 2024

For the Three Months Ended September 30, 2024

Recognized in Income on Derivatives

Types Description Location Net Gain (Loss)

Types Description Location Net Loss

Commodity contracts Futures Principal transactions revenue, net $ ( 5,892 )

Other contracts Foreign exchange forward contracts Other revenue/(Compensation and related expenses) ( 24 )

Other contracts TBAs Principal transactions revenue, net ( 2 )

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

(Expressed in thousands)

The Effect of Derivative Instruments in the Income Statement

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

Recognized in Income on Derivatives

4 unchanged sentences

The Effect of Derivative Instruments in the Income Statement

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Recognized in Income on Derivatives

12 unchanged sentences

Bank call loans are generally payable on demand and bear interest at various rates.

As of June 30, 2025, the outstanding balance of bank call loans was $ 323.8 million ($ 252.1 million as of December 31, 2024).

As of June 30, 2025, such loans with commercial banks were collateralized by the Company's securities and customer securities with market values of approximately $ 41.3 million and $ 320 million, respectively.

As of June 30, 2025, the Company had approximately $ 1.8 billion of customer securities under customer margin loans that are available to be pledged, of which the Company has re-pledged approximately $ 339.1 million under securities loan agreements.

As of June 30, 2025, the Company had pledged $ 182.2 million of customer securities directly with the Options Clearing Corporation to secure obligations and margin requirements under option contracts written by customers.

As of June 30, 2025, the Company had no outstanding letters of credit.

As of September 30, 2025, the outstanding balance of bank call loans was $ 262.3 million ($ 252.1 million as of December 31, 2024).

As of September 30, 2025, such loans with commercial banks were collateralized by the Company's securities and customer securities with market values of approximately $ 26.9 million and $ 265.9 million, respectively.

As of September 30, 2025, the Company had approximately $ 1.9 billion of customer securities under customer margin loans that are available to be pledged, of which the Company has re-pledged approximately $ 233.2 million under securities loan agreements.

As of September 30, 2025, the Company had pledged $ 361.7 million of customer securities directly with the Options Clearing Corporation to secure obligations and margin requirements under option contracts written by customers.

As of September 30, 2025, the Company had no outstanding letters of credit.

The Company enters into reverse repurchase agreements, repurchase agreements, securities borrowed and securities loaned transactions to, among other things, acquire securities to cover short positions and settle other securities obligations, to accommodate customers' needs and to finance the Company's inventory positions.

2 unchanged sentences

Repurchase agreements and reverse repurchase agreements are presented on a net-by-counterparty basis, when the repurchase agreements and reverse repurchase agreements are executed with the same counterparty, have the same explicit settlement date, are executed in accordance with a master netting arrangement, the securities underlying the repurchase agreements and reverse repurchase agreements exist in "book entry" form and certain other requirements are met.

The following table presents a disaggregation of the gross obligation by the class of collateral pledged and the remaining contractual maturity of the repurchase agreements and securities loaned transactions as of June 30, 2025:

(Expressed in thousands)

7 unchanged sentences

Notes to Condensed Consolidated Financial Statements (unaudited)

The following tables present the gross amounts and the offsetting amounts of reverse repurchase agreements, repurchase agreements, securities borrowed and securities loaned transactions as of June 30, 2025 and December 31, 2024:

As of June 30, 2025

As of September 30, 2025

(Expressed in thousands)

10 unchanged sentences

Total $ 400,963 $ ( 236,733 ) $ 164,230 $ ( 161,417 ) $ — $ 2,813

(1) Included in receivable from brokers, dealers and clearing organizations on the consolidated balance sheet.

(1) Included in receivable from brokers, dealers and clearing organizations on the condensed consolidated balance sheet.

(Expressed in thousands) Gross Amounts Not Offset

10 unchanged sentences

Total $ 1,495,594 $ ( 236,733 ) $ 1,258,861 $ ( 1,251,062 ) $ — $ 7,799

(2) Included in payable to brokers, dealers and clearing organizations on the consolidated balance sheet.

(2) Included in payable to brokers, dealers and clearing organizations on the condensed consolidated balance sheet.

As of December 31, 2024

24 unchanged sentences

Total $ 1,235,307 $ ( 68,055 ) $ 1,167,252 $ ( 1,160,910 ) $ — $ 6,342

(2) Included in payable to brokers, dealers and clearing organizations on the consolidated balance sheet.

(2) Included in payable to brokers, dealers and clearing organizations on the condensed consolidated balance sheet.

OPPENHEIMER HOLDINGS INC.

2 unchanged sentences

Under many agreements, the Company is permitted to sell or re-pledge the securities received (e.g., use the securities to enter into securities lending transactions, or deliver to counterparties to cover short positions).

As of June 30, 2025, the fair value of securities received as collateral under securities borrowed transactions and reverse repurchase agreements was $ 137.1 million ($ 131.7 million as of December 31, 2024) and $ 192.8 million ($ 68.1 million as of December 31, 2024), respectively, of which the Company has sold and re-pledged approximately $ 51.5 million ($ 39.2 million as of December 31, 2024) under securities loaned transactions and $ 192.8 million under repurchase agreements ($ 68.1 million as of December 31, 2024).

As of September 30, 2025, the fair value of securities received as collateral under securities borrowed transactions and reverse repurchase agreements was $ 160.7 million ($ 131.7 million as of December 31, 2024) and $ 238.4 million ($ 68.1 million as of December 31, 2024), respectively, of which the Company has sold and re-pledged approximately $ 43.6 million ($ 39.2 million as of December 31, 2024) under securities loaned transactions and $ 238.4 million under repurchase agreements ($ 68.1 million as of December 31, 2024).

The Company pledges certain of its securities owned for securities lending and repurchase agreements and to collateralize bank call loan transactions.

The carrying value of pledged securities owned that can be sold or re-pledged by the counterparty was $ 1.1 billion, as presented on the face of the consolidated balance sheet as of June 30, 2025 ($ 1.0 billion as of December 31, 2024).

The carrying value of pledged securities owned that can be sold or re-pledged by the counterparty was $ 1.2 billion, as presented on the face of the condensed consolidated balance sheet as of September 30, 2025 ($ 1.0 billion as of December 31, 2024).

The Company manages credit exposure arising from repurchase and reverse repurchase agreements by, in appropriate circumstances, entering into master netting agreements and collateral arrangements with counterparties that provide the Company, in the event of a customer default, the right to liquidate securities and the right to offset a counterparty's rights and obligations.

6 unchanged sentences

The Company seeks to mitigate these risks by actively monitoring exposures and obtaining collateral as deemed appropriate.

Included in receivable from brokers, dealers and clearing organizations as of June 30, 2025 were receivables from three major U.S.

Included in receivable from brokers, dealers and clearing organizations as of September 30, 2025 were receivables from three major U.S.

broker-dealers totaling approximately $ 104.5 million.

Included in receivable from customers as of June 30, 2025 were fully secured margin loans from our two largest customer accounts totaling approximately $ 653.2 million, comprising 49.5 % of total margin loans.

Included in receivable from customers as of September 30, 2025 were fully secured margin loans from our two largest customer accounts totaling approximately $ 652.4 million, comprising 48.4 % of total margin loans.

The Company is obligated to settle transactions with brokers and other financial institutions even if its clients fail to meet their obligations to the Company.

2 unchanged sentences

The Company has clearing/participating arrangements with the National Securities Clearing Corporation, the Fixed Income Clearing Corporation ("FICC"), the Mortgage-Backed Securities Division (a division of the FICC), the Options Clearing Corporation and others.

With respect to its business in reverse repurchase and repurchase agreements, all open contracts as of June 30, 2025 are with the FICC .

With respect to its business in reverse repurchase and repurchase agreements, all open contracts as of September 30, 2025 are with the FICC .

In addition, the Company clears its non-U.S.

5 unchanged sentences

As the right to charge the Company has no maximum amount and applies to all trades executed through the clearing brokers, the Company believes there is no maximum amount assignable to this right.

As of June 30, 2025, the Company had recorded no liabilities with regard to this right.

As of September 30, 2025, the Company had recorded no liabilities with regard to this right.

The Company's policy is to monitor the credit standing of the clearing brokers and banks with which it conducts business.

3 unchanged sentences

The Company's policy is to consolidate all subsidiaries in which it has a controlling financial interest, as well as any VIEs where the Company is deemed to be the primary beneficiary, when it has the power to make the decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE.

The Company serves as general partner of hedge funds and private equity funds that were established for the purpose of providing alternative investments to both its institutional and qualified retail clients.

The Company's investment in and additional capital commitments to these hedge funds and private equity funds are considered variable interests.

In the normal course of business, the Company may sponsor and serve as general partner of hedge funds and private equity funds that were established for the purpose of providing alternative investments to both its institutional and qualified retail clients.

Upon initial formation, the Company or its affiliates may extend to these funds a loan to finance the purchase of underlying investments.

These loans mature in 90 days or less and are repaid by the fund when the underlying fund interests are sold to qualified clients.

Depending on the facts and circumstances, the sponsored investment funds may be considered VIEs, as the loans are considered variable interests.

As of September 30, 2025, no such loans were outstanding.

Additionally, the Company's investment in and additional capital commitments to these hedge funds and private equity funds are considered variable interests.

The Company's additional capital commitments are subject to call at a later date and are limited to the amount committed.

The Company assesses whether it is the primary beneficiary of the hedge funds and private equity funds in which it holds a variable interest in the form of general and limited partner interests.

As of September 30, 2025, the Company does not have any outstanding or pending investments in or capital commitments to these funds.

For funds that are VIEs, the Company assesses whether it is the primary beneficiary.

In each instance, the Company has determined that it is not the primary beneficiary and therefore need not consolidate the hedge funds or private equity funds.

1 unchanged sentence

The subsidiaries' general partnership and limited partnership interests are included in other assets on the condensed consolidated balance sheet.

As of June 30, 2025 and December 31, 2024, assets and liabilities related to a VIE where the Company is not the primary beneficiary were included in Securities owned, at fair value on the consolidated balance sheet and primarily related to a convertible note and warrants issued by a beverage manufacturing company.

As of September 30, 2025, assets and liabilities related to a VIE where the Company is not the primary beneficiary were included in Securities owned, at fair value on the condensed consolidated balance sheet and primarily related to a convertible note and warrants issued by a beverage manufacturing company.

There was no VIE where the Company was not the primary beneficiary as of December 31, 2024.

The maximum loss exposure indicated in the following table relates solely to our investments in, and unfunded commitments to, the VIE.

(Expressed in thousands)

As of June 30,

As of September 30,

Assets $ 3,143 $ —

2 unchanged sentences

Maximum loss exposure $ 3,143 $ —

The effective income tax rate for the three and six months ended June 30, 2025 was 32.7 % and 28.9 %, respectively, compared with 35.3 % and 32.5 % for the three and six month ended June 30, 2024, respectively, and reflects the Company's annual estimate of the statutory federal and state tax rates adjusted for certain discrete items.

The effective tax rate for the second quarter of 2025 was positively impacted by higher net income which diluted the unfavorable impact of certain permanent items and nondeductible foreign losses.

The effective income tax rate for the three and nine months ended September 30, 2025 was 31.4 % and 29.6 %, respectively, compared with 30.7 % and 31.8 % for the three and nine month ended September 30, 2024, respectively, and reflects the Company's annual estimate of the statutory federal and state tax rates adjusted for certain discrete items.

The effective tax rate for the third quarter of 2025 was impacted by certain unfavorable permanent items.

OPPENHEIMER HOLDINGS INC.

9 unchanged sentences

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

Stock buy-back

On March 1, 2024, the Company's Board of Directors approved a share repurchase program that authorizes the Company to purchase up to 518,000 shares of the Company's Class A Stock, representing approximately 5.0 % of its 10,357,376 then issued and outstanding shares of Class A Stock.

As of December 31, 2023, 223,699 shares remained available to be purchased under its share repurchase program.

On March 1, 2024, the Company's Board of Directors approved a share repurchase program that authorized the Company to purchase up to 518,000 shares of the Company's Class A Stock, representing approximately 5.0 % of its 10,357,376 then issued and outstanding shares of Class A Stock.

During the year ended December 31, 2024, the Company purchased and canceled an aggregate of 243,806 shares of Class A Stock for a total consideration of $ 9.6 million ($ 39.39 per share) under its share repurchase program.

As of December 31, 2024, 497,893 shares remained available to be purchased under its share repurchase program.

During the three months ended June 30, 2025, the Company purchased and canceled an aggregate of 9,855 shares of Class A Stock for a total consideration of $ 580,396 ($ 58.89 per share) under its share repurchase program.

During the six months ended June 30, 2025, the Company purchased and canceled an aggregate of 11,385 shares of Class A Stock for a total consideration of $ 670,346 ($ 58.88 per share) under its share repurchase program.

During the three months ended June 30, 2024, the Company purchased and canceled an aggregate of 23,102 shares of Class A Stock for a total consideration of $ 924,364 ($ 40.01 per share) under this program.

During the six months ended June 30, 2024, the Company purchased and canceled an aggregate of 237,825 shares of Class A Stock for a total consideration of $ 9.3 million ($ 39.14 per share) under this program.

As of June 30, 2025, 486,508 shares remained available to be purchased under the share repurchase program.

During the three months ended September 30, 2025, the Company did not purchase any shares of Class A Stock under its share repurchase program.

During the nine months ended September 30, 2025, the Company purchased and canceled an aggregate of 11,385 shares of Class A Stock for a total consideration of $ 670,310 ($ 58.88 per share) under its share repurchase program.

During the three months ended September 30, 2024, the Company purchased and canceled an aggregate of 5,981 shares of Class A Stock for a total consideration of $ 294,862 ($ 49.30 per share) under this program.

During the nine months ended September 30, 2024, the Company purchased and canceled an aggregate of 243,806 shares of Class A Stock for a total consideration of $ 9.6 million ($ 39.39 per share) under this program.

As of September 30, 2025, 486,508 shares remained available to be purchased under the share repurchase program.

Share purchases will be made by the Company from time to time in the open market at the prevailing open market price using cash on hand, in compliance with the applicable rules and regulations of the New York Stock Exchange and federal and state securities laws.

4 unchanged sentences

Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice.

On August 1, 2025, the Company announced a quarterly dividend in the amount of $ 0.18 per share, payable on August 29, 2025 to holders of Class A Stock and Class B Stock of record on August 15, 2025.

On October 31, 2025, the Company announced a quarterly dividend in the amount of $ 0.18 per share, payable on November 28, 2025 to holders of Class A Stock and Class B Stock of record on November 14, 2025.

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

Commitments and Contingencies

Underwriting commitments

In the normal course of business, the Company enters into commitments for debt and equity underwritings.

As of September 30, 2025, the Company had certain open underwriting commitments, which were subsequently settled in open market transactions and did not result in any losses.

Contingencies

4 unchanged sentences

The Company is also involved, from time to time, in other reviews, investigations and proceedings (both formal and informal) by governmental and self-regulatory agencies regarding the Company's business, which may result in expenses, adverse judgments, settlements, fines, penalties, injunctions or other relief.

The investigations include inquiries from the Securities and Exchange Commmission (the "SEC"), the Financial Industry Regulatory Authority ("FINRA") and other regulators.

The Company accrues for estimated loss contingencies related to legal and regulatory matters within Other Expenses in the consolidated income statement when available information indicates that it is probable a liability had been incurred and the Company can reasonably estimate the amount of that loss.

The investigations include inquiries from the SEC, the Financial Industry Regulatory Authority ("FINRA") and other regulators.

The Company accrues for estimated loss contingencies related to legal and regulatory matters within Other Expenses in the condensed consolidated income statement when available information indicates that it is probable a liability had been incurred and the Company can reasonably estimate the amount of that loss.

In many proceedings, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount of any loss.

3 unchanged sentences

Even after lengthy review and analysis, the Company, in many legal and regulatory proceedings, may not be able to reasonably estimate possible losses or range of losses.

For certain other legal and regulatory proceedings, the Company can estimate possible losses, or range of loss in excess of amounts accrued, but does not believe, based on current knowledge and after consultation with counsel, that such losses individually, or in the aggregate, will have a material adverse effect on the Company's consolidated financial statements as a whole.

For legal and regulatory proceedings where there is at least a reasonable possibility that a loss or an additional loss may be incurred, the Company estimates a range of aggregate loss in excess of amounts accrued of up to $ 3 million.

3 unchanged sentences

Accordingly, the Company's estimate will change from time to time, and actual losses may be more than the current estimate.

Beginning on or about August 31, 2021, Oppenheimer was named as a respondent in numerous arbitrations, many containing multiple claimants, each filed before FINRA, relating to those claimants’ purported investment in Horizon Private Equity, III, LLC (“Horizon”).

Horizon is alleged to be a fraudulent scheme involving, among others, a former Oppenheimer employee, John Woods.

John Woods left Oppenheimer’s employ in 2016 and Oppenheimer never received a complaint from any of the investors prior to the SEC bringing a complaint against Woods and his co-conspirators in 2021.

Oppenheimer has settled or an award has been rendered and paid in all but one of the Horizon-related arbitrations.

In addition, in June and August of 2023, Oppenheimer was served with two Horizon-related complaints in Georgia State Court, by plaintiffs, virtually all of whom were never Oppenheimer customers, alleging unspecified losses.

In 2024, each of those complaints was dismissed by the trial court.

Plaintiffs in each case subsequently filed an appeal of the court’s order dismissing

In June and August of 2023, Oppenheimer was served with two complaints in Georgia State Court, by plaintiffs, virtually all of whom were never Oppenheimer customers, alleging unspecified losses arising from an investment in Horizon Private Equity III

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

In 2024, each of those complaints was dismissed by the trial court.

Plaintiffs in each case subsequently filed an appeal of the court’s order dismissing the cases.

In May of 2025, the Georgia Court of Appeals upheld the trial court’s decision dismissing the cases.

In May of 2025, plaintiffs filed a writ of certiorari with the Georgia Supreme Court which is currently pending.

On June 30, 2022, Oppenheimer received a "Wells Notice" from the SEC requesting that Oppenheimer make a written submission to the SEC to explain why Oppenheimer should not be charged with violations of Section 15c2-12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 15c2-12 thereunder as well as Municipal Securities Rulemaking Board Rules G-17 and G-27 in relation to its sales of municipal notes pursuant to an exemption from continuing disclosure contained in Rule 15c2-12.

On September 13, 2022, the SEC filed a complaint against Oppenheimer in the United States District Court for the Southern District of New York (the “Court") alleging that Oppenheimer violated Section 15B(c)(1) of the Exchange Act and Rule 15c2-12 thereunder as well as Municipal Securities Rulemaking Board Rules G-17 and G-27 for not having fully complied with the exemption from the continuing disclosure obligations under Rule 15c2-12.

In May of 2025, plaintiffs filed a writ of certiorari with the Georgia Supreme Court.

On September 30, 2025, the Georgia Supreme Court denied the writ of certiorari.

On September 13, 2022, the SEC filed a complaint against Oppenheimer in the United States District Court for the Southern District of New York (the “Court") alleging that Oppenheimer violated Section 15B(c)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 15c2-12 thereunder as well as Municipal Securities Rulemaking Board Rules G-17 and G-27 for not having fully complied with the exemption from the continuing disclosure obligations under Rule 15c2-12.

The SEC asked the Court to enter an order enjoining Oppenheimer from violating the above-referenced rules and requiring it to disgorge approximately $ 1.9 million plus interest and pay a civil penalty.

1 unchanged sentence

The settlement is subject to Oppenheimer obtaining a waiver of certain statutory disqualifications.

In June 2025, Oppenheimer was served with a complaint in an action entitled Liberty Capital Group v.

On June 6, 2025, a complaint in a putative class action entitled Liberty Capital Group, Individually and on Behalf of All Others Similarly Situated v.

Oppenheimer Holdings Inc., Oppenheimer & Co.

and Oppenheimer Asset Management Inc., filed in the United States District Court for the Southern District of New York.

Plaintiffs seek class certification and allege that defendants used Oppenheimer’s Advantage Bank Deposit Sweep Program to unlawfully enrich themselves, and accordingly, breached their fiduciary duties and contractual obligations to their customers and otherwise violated New York law.

Plaintiffs allege unspecified damages to be proven at trial.

Defendants intend to vigorously defend themselves against the allegations in the complaint.

Inc., and Oppenheimer Asset Management Inc., was filed in the U.S.

District Court for the Southern District of New York.

Plaintiff purports to represent customers who had cash deposits or balances in the Advantage Bank Deposit (“ABD”) program.

Plaintiff alleges that the Company paid customers unreasonably low interest rates in the ABD program and seeks unspecified damages.

Plaintiff alleges breaches of the terms and conditions of the ABD program and its implied covenant of good faith and fair dealing, breach of fiduciary duties, violation of New York General Business Law (“GBL”), negligence, negligent misrepresentations and unjust enrichment.

On August 8, 2025, Oppenheimer filed a motion to dismiss the complaint on a number of grounds.

On October 4, 2025, the court issued an order dismissing Oppenheimer Holdings Inc.

and Oppenheimer Asset Management Inc.

from the case, and granting in part, and denying in part, Oppenheimer’s motion to dismiss.

Specifically, Oppenheimer's motion to dismiss plaintiff's causes of action for breach of fiduciary duty for non-advisory clients, unjust enrichment, negligence and negligent misrepresentation were granted, while the motion to dismiss causes of action for breach of the terms and conditions and its implied covenant of good faith and fair dealing, breach of fiduciary duty for advisory clients and violation of GBL were denied.

The court further set November 21, 2025 for oral argument on class certification.

Oppenheimer believes the claims to be without merit and intends to vigorously defend itself against this action.

Regulatory requirements

2 unchanged sentences

Oppenheimer computes its net capital requirements under the alternative method provided for in the Rule which requires that Oppenheimer maintain net capital equal to two percent of aggregate customer-related debit items, as defined in SEC Rule 15c3-3.

As of June 30, 2025, the net capital of Oppenheimer as calculated under the Rule was $ 408.9 million or 30.56 % of Oppenheimer's aggregate debit items.

As of September 30, 2025, the net capital of Oppenheimer as calculated under the Rule was $ 383.0 million or 24.43 % of Oppenheimer's aggregate debit items.

This was $ 351.7 million in excess of the minimum required net capital at that date.

Freedom computes its net capital requirement under the basic method provided for in the Rule, which requires that Freedom maintain net capital equal to the greater of $ 100,000 or 6-2/3% of aggregate indebtedness, as defined.

As of June 30, 2025, Freedom had net capital of $ 3.6 million, which was $ 3.5 million in excess of the $ 100,000 required to be maintained at that date.

As of June 30, 2025, the capital required and held under the Financial Conduct Authority's Investment Firms’ Prudential Regime (“IFPR”) for Oppenheimer Europe Ltd.

As of September 30, 2025, Freedom had net capital of $ 3.4 million, which was $ 3.3 million in excess of the $ 100,000 required to be maintained at that date.

As of September 30, 2025, the capital required and held under the Financial Conduct Authority's Investment Firms’ Prudential Regime (“IFPR”) for Oppenheimer Europe Ltd.

was as follows:

2 unchanged sentences

• Total Capital ratio 174 % (required 100.0 %).

As of June 30, 2025, Oppenheimer Europe Ltd.

As of September 30, 2025, Oppenheimer Europe Ltd.

was in compliance with its regulatory requirements.

As of June 30, 2025, the regulatory capital of Oppenheimer Investments Asia Limited was $ 2.1 million, which was $ 1.7 million in excess of the $ 382,168 required to be maintained on that date.

Oppenheimer Investments Asia Limited computes its regulatory capital pursuant to the requirements of the Securities and Futures Commission of Hong Kong.

As of June 30, 2025, Oppenheimer Investments Asia Limited was in compliance with its regulatory requirements.

As of June 30, 2025, Oppenheimer Trust is required to maintain minimal capital of $ 4.15 million.

Oppenheimer Trust is currently in compliance with its capital requirements.

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

As of September 30, 2025, the regulatory capital of Oppenheimer Investments Asia Limited was $ 1.5 million, which was $ 1.1 million in excess of the $ 385,582 required to be maintained on that date.

Oppenheimer Investments Asia Limited computes its regulatory capital pursuant to the requirements of the Securities and Futures Commission of Hong Kong.

As of September 30, 2025, Oppenheimer Investments Asia Limited was in compliance with its regulatory requirements.

As of September 30, 2025, Oppenheimer Trust is required to maintain minimal capital of $ 4.15 million.

Oppenheimer Trust is currently in compliance with its capital requirements.

Segment information

15 unchanged sentences

The Company also includes activities associated with BondWave, LLC, an indirectly wholly-owned subsidiary, in Corporate/Other.

The tables below present information about the Company’s reported segment revenues, segment pre-tax income or loss, compensation expenses, and other segment items for the three and six months ended June 30, 2025 and 2024.

There are no adjustments or reconciling items for any of the periods presented.

Asset information by reportable segment is not reported, since the Company does not produce such information for internal use by the CODM.

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

(Expressed in thousands)

For the Three Months Ended June 30, 2025

For the Three Months Ended September 30, 2025

Wealth Management Capital Markets Corporate/Other Total

5 unchanged sentences

(1) Other segment items include communication and technology expenses, occupancy and equipment costs, clearing and exchange fees, interest and other expenses.

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

(Expressed in thousands)

For the Three Months Ended June 30, 2024

For the Three Months Ended September 30, 2024

Wealth Management Capital Markets Corporate/Other Total

6 unchanged sentences

(Expressed in thousands)

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

Wealth Management Capital Markets Corporate/Other Total

6 unchanged sentences

(Expressed in thousands)

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Wealth Management Capital Markets Corporate/Other Total

5 unchanged sentences

(1) Other segment items include communication and technology expenses, occupancy and equipment costs, clearing and exchange fees, interest and other expenses.

Revenue, classified by the major geographic areas in which it was earned, for the three months ended June 30, 2025 and 2024 was:

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

Revenue, classified by the major geographic areas in which it was earned, for the three and nine months ended September 30, 2025 and 2024 was:

(Expressed in thousands)

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

2025 2024 2025 2024

3 unchanged sentences

Total $ 424,438 $ 373,352 $ 1,165,441 $ 1,057,079

OPPENHEIMER HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

Subsequent events

The Company has performed an evaluation of events that occurred since June 30, 2025 and through the date on which the condensed consolidated financial statements were issued, and determined t here are no events that have occurred that would require recognition or additional disclosure except as disclosed in Note 12 related to the Company's declaration of a quarterly dividend.

The Company has performed an evaluation of events that occurred since September 30, 2025 and through the date on which the condensed consolidated financial statements were issued, and determined t here are no events that have occurred that would require recognition or additional disclosure except as disclosed in Note 12 related to the Company's declaration of a quarterly dividend.

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-Q

Item 1. Financial Statements