What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-10-31 compared with 2025-08-01 · 116 added, 103 removed, 279 unchanged (44% of the section changed)

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("Oppenheimer") and Oppenheimer Asset Management Inc.

As of June 30, 2025, we provided our services from 88 offices in 25 states located throughout the United States and offices in Puerto Rico, Tel Aviv, Israel, Hong Kong, China, London, England, St.

As of September 30, 2025, we provided our services from 88 offices in 25 states located throughout the United States and offices in Puerto Rico, Tel Aviv, Israel, Hong Kong, China, London, England, St.

Helier, Isle of Jersey and Geneva, Switzerland.

The Company provides investment advisory services through OAM and Oppenheimer Investment Management LLC ("OIM") and Oppenheimer's financial advisor directed programs.

At June 30, 2025, client assets under management ("AUM") totaled $52.8 billion.

AUM includes the total market value of client investments in discretionary and non-discretionary advisory programs as well as the net asset value of private placements of alternative investments offered by and held by clients of the Firm.

Client assets under administration ("CAUA") as of June 30, 2025 totaled $138.4 billion.

CAUA includes AUM and the other assets held for which the Firm provides services.

We also provide trust services and products through Oppenheimer Trust Company of Delaware and limited discount brokerage services through Freedom Investments, Inc.

Through OPY Credit Corp., we conduct our secondary trading activities related to the purchase and sale of loans and trade claims, primarily on a riskless principal basis.

At June 30, 2025, the Company employed 3,071 employees (2,943 full-time, 69 part-time, and 59 summer interns), of whom 927 were financial advisors.

At September 30, 2025, client assets under management ("AUM") totaled $55.1 billion.

Client assets under administration ("CAUA") as of September 30, 2025 totaled $143.5 billion.

CAUA includes AUM and the other assets held for which the Company provides services.

We also provide trust services and products through Oppenheimer Trust Company of Delaware.

Through OPY Credit Corp., we conduct secondary trading activities related to the purchase and sale of loans and trade claims, primarily on a riskless principal basis.

At September 30, 2025, the Company employed 2,978 employees (2,938 full-time, 35 part-time, and 5 interns), of whom 927 were financial advisors.

In September 2025, the Company announced Freedom's plans to cease operations and formally deregister as a broker-dealer.

Pursuant to this action, Freedom expects to cease all broker-dealer activities and close or transfer any remaining customer accounts by the end of 2025.

Once all customer accounts have been moved or closed, Freedom will submit a Uniform Request for Broker-Dealer Withdrawal (“Form BDW”) to FINRA and the SEC to formally deregister as a broker-dealer.

Freedom has been winding down its business for a number of years and the Company does not expect that the closing of Freedom will have a material impact on the Company’s financial position or results of operations.

We are focused on growing our wealth management business through strategic additions of experienced financial advisors in our existing branch system and employment of experienced money management personnel in our asset management business as well as deploying our capital for expansion through targeted acquisitions or strategic partnerships.

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We are committed to continuing to improve our capabilities to ensure compliance with industry regulations, support client service and expand our wealth management and capital markets capabilities.

We recognize the importance of compliance with applicable regulatory requirements and are committed to performing rigorous and ongoing assessments of our compliance and risk management effort, and investing in people and programs, while providing a platform with first class investment programs and services.

We recognize the importance of compliance with applicable regulatory requirements and are committed to performing rigorous and ongoing assessments of our compliance and risk

management effort, and investing in people and programs, while providing a platform with first class investment programs and services.

The Company also reviews its full service business model to determine the opportunities available to build or acquire closely related businesses in areas where others have shown some success.

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Short-term Interest Rate Environment

After reducing the federal funds rate in 2024, the Federal Reserve (the “FED”) remained in a holding pattern during the first half of 2025 and issued guidance around continuing to be "data-dependent" with respect to future rate changes.

Proposed tariffs on trading partners and the passage of a tax and spending bill (the One Big Beautiful Bill Act) assured many of increasing inflation in future periods as well as leading to a slowing economy with rising levels of unemployment.

The FED’s interest rate forecast released after its June 2025 meeting remains unchanged, with a narrow consensus of two rate cuts penciled in for 2025, though this is subject to change.

After holding rates steady for the first nine months of the year amidst uncertainty over the potential inflationary impact of tariffs, the Federal Reserve (the “FED”) voted at its September 2025 meeting to reduce the federal funds rate by 25 basis points.

The FED followed suit with another quarter point reduction at its October meeting.

The new target range of 3.75% to 4.0% reflects the FED’s pivot from an inflationary focus to one centered around addressing the softening labor market.

Potential changes to the federal funds rate may impact our interest-based revenues.

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Future rate decreases will also reduce the rates the Company charges on customer margin loans and earns on other interest-sensitive assets, which will have a negative impact on our earnings.

Gaza War and the Ongoing Conflict with Iran

The Company may enjoy an offset to such interest reduced revenues by increased activities in other parts of its business as has traditionally been the case.

Additionally, lower rates may also reduce the Company's short-term borrowing costs, reducing the Company's interest-related expenses.

On October 7, 2023, Hamas initiated an unprovoked invasion of Israel from the Gaza Strip, resulting in thousands of casualties.

Israel formally declared war on Hamas in response to the attack and initiated several military operations in an effort to clear militants from the area.

The conflict was further intensified in 2024 by the direct entry of Iran, which launched a missile attack on Israel.

Military operations by Israel against Hezbollah, the Houthis in Yemen, and the change of regimes in Syria provided an opportunity for Israel, in cooperation with the U.S., to decrease or eliminate the nuclear threat from Iran.

A recent ceasefire between Iran and Israel as well as a proposed ceasefire between Hamas and Israel may finally lead to reduced hostilities in the Middle East.

While the parties have agreed to a ceasefire, there remains some risk that the conflict could restart and have an adverse impact on the worldwide economy, financial markets and thus on our business.

We continue to monitor for any adverse impacts of these conflicts on our business operations and financial performance in Israel or elsewhere.

Israel and Hamas have recently announced a tentative agreement whereby Hamas will release all hostages and a permanent ceasefire will take hold, subject to numerous conditions yet to be defined.

If there is continued unrest, there remains a risk that the conflict expands into a wider regional war which could have an adverse impact on the worldwide economy, financial markets and thus on our business.

We continue to monitor for any adverse impacts of this conflict on our business operations and financial performance in Israel or elsewhere.

Recent Changes in U.S.

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In recent months, the United States has significantly increased tariffs across a broad range of imports from all of its major trading partners.

While the administration has paused certain tariffs while trade negotiations unfold, it is possible that these negotiations if unsuccessful could prompt retaliatory levies from impacted countries.

While the current administration has paused certain tariffs while trade negotiations unfold, it is possible that these negotiations if unsuccessful could prompt retaliatory levies from impacted countries.

The proposed tariffs are also likely to disrupt supply lines, increase inflation and negatively impact consumer spending in the U.S.

While the recent changes to U.S.

trade policies have not had a significant impact on the Company’s financial results, adverse changes or sudden policy announcements, including retaliatory tariffs, could adversely impact the financial markets, reducing the value of our assets under management and related advisory fees.

To date, turmoil created by proposed tariffs have substantially and adversely impacted the value of the U.S.

trade policies have not had a significant impact on the Company’s financial results to date, adverse changes or sudden policy announcements, including retaliatory tariffs, could adversely impact the financial markets, reducing the value of our assets under management and related advisory fees.

To date, turmoil created by proposed tariffs, as well as expected lower interest rates and constantly changing U.S.

policy, have substantially and adversely impacted the value of the U.S.

dollar in comparison with other major currencies.

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Uncertainty over the outcome of trade negotiations may also impact activity levels in the capital markets as well as general price levels in the equity and debt markets.

Potential Impacts of the U.S.

Government Shutdown

government shutdown began on October 1, 2025 due to congressional inaction in passing appropriations legislation amid partisan disagreements.

As a result of the shutdown, the SEC is operating with limited staffing levels and is unable to review or approve IPO filings, which may adversely impact the Company’s underwriting and related investment banking fees in the fourth quarter of 2025.

Furthermore, a prolonged U.S.

government shutdown may erode investor confidence or drive higher market volatility, which could lead to lower client trading activity and related transaction-based fee revenues.

It may also trigger a decline in the broader financial markets, which would result in lower AUMs and a reduction in our advisory fee revenues.

EXECUTIVE SUMMARY

The Firm’s improved operating results for the quarter showcase the strength of our businesses and the maturing of investments in experienced team members over the past several years.

At the outset of the quarter, recession fears mounted as announced policies on trade drove significant market volatility and triggered a large selloff in the equity markets.

As tariffs were suspended, the markets broadly rallied with both the NASDAQ and S&P 500 reaching new

record highs to close out the quarter.

Concerns remained over tariff-induced inflation, a potentially softening labor market and conflict in the Middle East.

Rising markets proved quite favorable to our Wealth Management business revenue, with the rally driving assets under management (“AUM”) to a fresh record, resulting in higher asset-based advisory fees when compared with the prior year period.

Retail trading volumes, driven by investor interest, also remained robust, boosting commission revenue.

However, the fees we earn on our FDIC sweep program are reduced from the prior year period due to lower deposit balances as clients sought higher returns in money market funds and other investments.

The Capital Markets businesses showed a substantial increase in total revenue.

Institutional trading volumes were strong during the quarter due in part to increased volatility, which buoyed our sales and trading revenue.

Investment Banking revenue also improved on the back of more advisory assignments that closed in the quarter and robust underwriting levels as capital markets re-opened.

We are hopeful that higher deal volumes will continue in the latter half of the year as policymakers firm up key trade policy decisions and concerns around recession recede.

The Firm continues to maintain an unlevered balance sheet and ended the quarter with its capital reaching yet another all-time high.

As we move into the second half of the year, we remain optimistic about our capabilities and our ability to continue delivering high quality services to our clients.

Our third quarter operating performance saw a substantial increase in investment banking revenues amid a still-favorable capital raising environment.

Market concerns about lingering inflation, a weakening labor market and eroding central bank independence were outweighed by the positive sentiments emanating from the Federal Reserve embarking on a new rate cutting cycle.

In addition, continuing enthusiasm around the potential for spending related to the utilization of artificial intelligence (AI) resulted in extended rallies that pushed all major indices to new record highs in September.

These conditions spurred a significant rise in new equity issuance volumes and resulted in significantly higher investment banking revenues during the third quarter.

The momentum in the financial markets also provided a positive backdrop for our Wealth Management business, as rising markets propelled AUM to a new all-time high.

This in turn drove higher fee-based revenues while strong investor sentiment also led to higher transaction volumes and commissions.

Our Wealth Management results, however, were adversely impacted by reduced interest-sensitive sweep income largely due to lower average sweep balances and rates.

Although we were gratified to see markets recognize our success by bidding up our share price to a new record high, it also drove higher compensation expense associated with certain employee liability-based awards that rose in value in direct correlation with the increase in our share price during the quarter and negatively impacted our results for the quarter.

Specifically, compensation expenses for these liability-based awards totaled $13.5 million or $0.95 basic earnings per share (after-tax).

With three-quarters of the year now behind us, we have already exceeded the Company’s full year 2024 operating results.

As we enter the fourth quarter, we remain focused on our clients, helping them raise, manage and allocate their capital.

Our success is a reflection of good client outcomes and long-term relationships built over many market cycles.

We are optimistic about the future and the many investment opportunities available, while remaining cautious and vigilant about the uncertainties that could emerge.

RESULTS OF OPERATIONS

The Company reported net income of $21.7 million or $2.06 basic earnings per share for the second quarter of 2025, compared with net income of $10.3 million or $0.99 per share for the second quarter of 2024.

Revenue for the second quarter of 2025 was $373.2 million, an increase of 12.9%, compared to revenue of $330.6 million for the second quarter of 2024.

The Company reported net income of $21.7 million or $2.06 basic earnings per share for the third quarter of 2025, compared with net income of $24.5 million or $2.38 per share for the third quarter of 2024.

Revenue for the third quarter of 2025 was $424.4 million, an increase of 13.7%, compared to revenue of $373.4 million for the third quarter of 2024.

(Expressed in thousands, except Per Share Amounts or otherwise indicated)

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Revenue $ 424,438 $ 373,352 $ 51,086 13.7

Compensation expense $ 239,074 $ 220,727 $ 18,347 8.3

Non-compensation expense $ 101,894 $ 93,997 $ 7,897 8.4

Compensation expenses $ 290,222 $ 237,935 $ 52,287 22.0

Non-compensation expenses $ 102,581 $ 100,047 $ 2,534 2.5

Pre-tax income $ 31,635 $ 35,370 $ (3,735) (10.6)

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Net income $ 21,712 $ 24,508 $ (2,796) (11.4)

$ 21,674 $ 10,266 $ 11,408 111.1

Earnings per share (basic) $ 2.06 $ 2.38 $ (0.32) (13.4)

$ 2.06 $ 0.99 $ 1.07 108.1

Earnings per share (diluted) $ 1.90 $ 2.16 $ (0.26) (12.0)

$ 1.91 $ 0.92 $ 0.99 107.6

Book Value Per Share $ 87.47 $ 81.10 $ 6.37 7.9

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AUM ($ billions) $ 55.1 $ 49.1 $ 6.0 12.2

(1) Attributable to Oppenheimer Holdings Inc.

(1) Represents book value less goodwill and intangible assets divided by number of shares outstanding.

• Increased revenue for the second quarter of 2025 was primarily driven by significantly higher investment banking revenue due to an uptick in underwriting volumes and larger advisory mandates, an increase in transaction-based commissions and greater advisory fees attributable to a rise in billable AUM

• Rising markets lifted assets under administration and under management to fresh records at June 30, 2025

• Compensation expenses increased from the prior year quarter largely as the result of higher production and salary-related expenses

• Non-compensation expenses increased from the prior year quarter primarily due to higher technology- related expenses and greater travel and other miscellaneous costs

• Higher revenue for the third quarter of 2025 was primarily driven by robust equity underwriting volumes, an increase in transaction-based commissions and greater advisory fees attributable to a rise in billable AUM

• Rising equities markets propelled both assets under administration and assets under management to new record highs at September 30, 2025

• Compensation expenses increased from the prior year quarter largely as the result of greater production-related expenses, higher bonus accruals and elevated costs associated with stock appreciation rights tied to the Company's share price

• Non-compensation expenses increased from the prior year quarter primarily due to higher underwriting and technology-related expenses partially offset by lower interest costs

• Total stockholders' equity, book value and tangible book value per share reached new record highs as a result of positive earnings

BUSINESS SEGMENTS

The table below presents information about the reported revenue and pre-tax income (loss) of the Company's reportable business segments for the three and six months ended June 30, 2025 and 2024:

The table below presents information about the reported revenue and pre-tax income (loss) of the Company's reportable business segments for the three and nine months ended September 30, 2025 and 2024:

(Expressed in thousands)

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2025 2024 % Change 2025 2024 % Change

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Total $ 31,635 $ 35,370 (10.6) $ 105,221 $ 88,690 18.6

* Not meaningful

Wealth Management

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Pre-tax income was $62.5 million in the current quarter, a decrease of 13.2% compared with a year ago.

Financial advisor headcount at the end of the current quarter was 927, compared to 934 at the end of the second quarter of 2024.

Financial advisor headcount at the end of the current quarter was 927, flat when compared to 928 at the end of the third quarter of 2024.

('000s unless otherwise indicated)

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Cash Sweep Balances (billions) $ 2.8 $ 2.8 $ — —

• Retail commissions increased 3.6% from the prior year period primarily due to higher retail trading activity

• Retail commissions increased 12.7% from the prior year period primarily due to higher retail transaction volumes

• Advisory fees increased 10.5% due to higher AUM during the billing period

• Bank deposit sweep income decreased $6.2 million from a year ago due to lower cash sweep balances and lower short-term interest rates

• Interest revenue was flat compared to the prior year period

• Other revenue increased from a year ago primarily due to an increase in the cash surrender value of Company-owned life insurance policies, which fluctuates based on changes in the fair value of the policies' underlying investments

• Compensation expenses increased 7.1% from the prior year period primarily due to higher production related expenses and higher deferred compensation costs, partially offset by lower expenses associated with share appreciation rights

• Non-compensation expenses increased 9.7% from a year ago primarily due to an increase in interest and other miscellaneous expenses

The following table provides a breakdown of the change in assets under management for the three months ended June 30, 2025:

• Bank deposit sweep income decreased $6.5 million from a year ago due to lower average cash sweep balances and lower short-term interest rates

• Interest revenue decreased 8.0% from a year ago primarily due to lower short-term interest rates

• Other revenue increased slightly from a year ago due to a number of items, including an increase in the cash surrender value of Company-owned life insurance policies, which fluctuates based on changes in the fair value of the policies' underlying investments and greater death benefit insurance proceeds

• Compensation expenses increased 18.9% from the prior year period primarily due to higher production related expenses and elevated expenses associated with share appreciation rights

• Non-compensation expenses were flat from a year ago

The following table provides a breakdown of the change in assets under management for the three months ended September 30, 2025:

(Expressed in millions)

For the Three Months Ended June 30, 2025

For the Three Months Ended September 30, 2025

Fund Type Beginning Balance Contributions Redemptions/Profit Distribution Appreciation (Depreciation) Ending Balance

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Capital Markets reported revenue for the current quarter of $162.1 million, 30.7% higher when compared with the prior year period.

Pre-tax loss was $3.9 million compared with a pre-tax loss of $21.8 million a year ago.

Pre-tax income was $12.3 million compared with a pre-tax loss of $6.1 million a year ago.

('000s) 3Q-2025 3Q-2024 Change % Change

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Non-compensation $ 43,611 $ 42,525 $ 1,086 2.6

Pre-Tax Loss $ (3,864) $ (21,775) $ 17,911 (82.3)

Pre-Tax Income (Loss) $ 12,289 $ (6,144) $ 18,433 *

Compensation Ratio 65.5 % 70.7 % (5.2) % (7.4)

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Pre-Tax Margin 7.6 % (5.0) % 12.6 % (252.0)

• Advisory fees earned from investment banking activities increased 83.0% compared with the prior year period due to increased deal volumes and larger mandate sizes

• Equities underwriting fees increased 9.1% compared with the prior year period primarily due to higher underwriting fees associated with larger deal sizes

• Fixed income underwriting fees increased 115.3% compared with the prior year period primarily due to higher corporate and sovereign issuance activity levels

• Equities sales and trading revenue increased 20.2% compared with the prior year period mostly due to higher trading volumes and greater options-related commissions revenue

* Not meaningful

• Advisory fees earned from investment banking activities decreased 33.3% compared with the prior year period primarily due to the absence of a large restructuring related transaction that closed in the prior year period

• Equities underwriting fees increased significantly when compared with the prior year period due to robust underwriting volumes with large completed transactions in the financial institutions and technology sectors

• Equities sales and trading revenue increased 32.5% compared with the prior year period mostly due to higher overall trading volumes, including greater options-related commissions

• Fixed income sales and trading revenue increased 8.0% compared with a year ago largely due to higher trading volumes and interest income on trading inventory

• Compensation expenses increased 10.0% compared with the prior year period largely due to greater production-related expenses

• Non-compensation expenses were 13.8% higher than a year ago primarily due to an increase in communication and technology expenses and travel-related costs

• Compensation expenses increased 21.2% compared with the prior year period largely due to greater production-related expenses and higher incentive compensation accruals

• Non-compensation expenses were modestly higher than a year ago primarily due to an increase in underwriting expenses associated with increased activity

CRITICAL ACCOUNTING POLICIES

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Certain of those policies are considered to be particularly important to the presentation of the Company's financial results because they require management to make difficult, complex or subjective judgments, often as a result of matters that are inherently uncertain.

During the six months ended June 30, 2025, there were no material changes to matters discussed under the heading "Critical Accounting Polices" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

During the nine months ended September 30, 2025, there were no material changes to matters discussed under the heading "Critical Accounting Polices" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

New Accounting Pronouncements

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LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2025, total assets increased by 9.0% from December 31, 2024.

At September 30, 2025, total assets increased by 12.9% from December 31, 2024.

The Company satisfies its need for financing from internally generated funds and collateralized and uncollateralized borrowings, consisting primarily of bank call loans, stock loans, and uncommitted lines of credit.

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The amount of Oppenheimer's bank borrowings fluctuates in response to changes in the level of the Company's securities inventories and customer margin debt, changes in notes receivable from employees, investment in furniture, equipment and leasehold improvements, and changes in stock loan balances and financing through repurchase agreements.

At June 30, 2025, the Company had an outstanding bank call loan balance of $323.8 million compared to $252.1 million at December 31, 2024.

At September 30, 2025, the Company had an outstanding bank call loan balance of $262.3 million compared to $252.1 million at December 31, 2024.

The Company also has some availability of uncommitted short-term bank financing on an unsecured basis.

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The regulatory capital requirements for Oppenheimer Europe Ltd.

and Oppenheimer Investments Asia Limited were $6.9 million and $382,168, respectively, at June 30, 2025.

and Oppenheimer Investments Asia Limited were $6.9 million and $385,582, respectively, at September 30, 2025.

The liquid assets at Oppenheimer Europe Ltd.

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income taxes that would arise if these earnings were repatriated.

The unrecognized deferred tax liability associated with the outside basis difference of its permanently invested foreign subsidiary is estimated at $3.5 million.

The unrecognized deferred tax liability associated with the outside basis difference of its foreign subsidiaries is estimated at $3.6 million for those subsidiaries.

We have continued to reinvest permanently the excess earnings of Oppenheimer Israel (OPCO) Ltd.

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While the results of Oppenheimer Israel (OPCO) Ltd.

are not material, based on its recent performance, it is possible that a valuation allowance on the deferred tax assets of $2.6 million as of June 30, 2025 may be required in a future reporting period.

are not material, based on its recent performance, it is possible that a valuation allowance on the deferred tax assets of $2.6 million as of September 30, 2025 may be required in a future reporting period.

Currently, based on all available evidence, a valuation allowance is not needed and we are looking to mitigate the need to record a valuation allowance in the future.

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Securities owned are mainly comprised of actively traded readily marketable securities.

We issued $4.2 million in forgivable notes (which are inherently illiquid) to employees during the three months ended June 30, 2025 ($2.0 million for the three months ended June 30, 2024) as upfront or backend inducements to commence or continue employment as the case may be.

We issued $5.5 million in forgivable notes (which are inherently illiquid) to employees during the three months ended September 30, 2025 ($1.8 million for the three months ended September 30, 2024) as upfront or backend inducements to commence or continue employment as the case may be.

The amount of funds allocated to such inducements will vary with hiring activity and retention initiatives.

We satisfy our need for liquidity from internally generated funds, collateralized and uncollateralized bank borrowings, stock loans and repurchase agreements.

Bank borrowings are uncommitted in nature and, in most cases, collateralized by Firm and customer securities.

Bank borrowings are uncommitted in nature and, in most cases, collateralized by Company and customer securities.

We obtain short-term borrowings primarily through bank call loans.

Bank call loans are generally payable on demand, uncommitted in nature and bear interest at various rates.

At June 30, 2025, the Company had $323.8 million of bank call loans ($252.1 million at December 31, 2024).

The average daily bank loan balance outstanding for the three and six months ended June 30, 2025 was $325.8 million and $301.7 million, respectively ($148.7 million and $103.3 million for the three and six months ended June 30, 2024).

The largest daily bank loan balance outstanding for the three and six months ended June 30, 2025 was $482.3 million and $491.7 million, respectively ($258.7 million and $258.7 million, respectively for the three and six months ended June 30, 2024).

At June 30, 2025, securities loan balances totaled $404.9 million ($235.5 million at December 31, 2024 and $247.2 million at June 30, 2024).

The average daily securities loan balances outstanding for the three and six months ended June 30, 2025 were $414.1 million and $386.7 million, respectively ($287.6 million and $295.0 million for the three and six months ended June 30, 2024).

The largest daily stock loan balance for the three and six months ended June 30, 2025 was $502.9 million ($336.0 million for the three and six months ended June 30, 2024).

At September 30, 2025, the Company had $262.3 million of bank call loans ($252.1 million at December 31, 2024).

The average daily bank loan balance outstanding for the three and nine months ended September 30, 2025 was $235.6 million and $279.4 million, respectively ($235.0 million and $147.5 million for the three and nine months ended September 30, 2024, respectively).

The largest daily bank loan balance outstanding for the three and nine months ended September 30, 2025 was $373.7 million and $491.7 million, respectively ($346.9 million for each the three and nine months ended September 30, 2024).

At September 30, 2025, securities loan balances totaled $286.7 million ($235.5 million at December 31, 2024 and $272.0 million at September 30, 2024).

The average daily securities loan balances outstanding for the three and nine months ended September 30, 2025 were $379.8 million and $384.3 million, respectively ($299.6 million and $296.6 million for the three and nine months ended September 30, 2024, respectively).

The largest daily stock loan balances for the three and nine months ended September 30, 2025 were $435.8 million and $502.9 million, respectively ($375.5 million for each of the three and nine months ended September 30, 2024).

We finance our government trading operations through the use of securities purchased under reverse repurchase agreements and securities sold under agreements to repurchase.

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executed in accordance with a master netting arrangement, the securities underlying the repurchase and reverse repurchase agreements exist in "book entry" form and certain other requirements are met.

At June 30, 2025, the gross balances of reverse repurchase agreements and repurchase agreements were $192.9 million and $1,046.0 million, respectively.

The average daily balance of reverse repurchase agreements and repurchase agreements on a gross basis for the three months ended June 30, 2025 was $413.8 million and $1,016.0 million, respectively ($27.5 million and $845.9 million, respectively, for the three months ended June 30, 2024).

The largest amount of reverse repurchase agreements and repurchase agreements outstanding on a gross basis during the three months ended June 30, 2025 was $658.5 million and $1,262.0 million, respectively ($671.2 million and $976.8 million, respectively, for the three months ended June 30, 2024).

At September 30, 2025, the gross balances of reverse repurchase agreements and repurchase agreements were $236.7 million and $1,208.9 million, respectively.

The average daily balance of reverse repurchase agreements and repurchase agreements on a gross basis for the three months ended September 30, 2025 was $233.6 million and $1,143.6 million, respectively ($233.0 million and $915.8 million, respectively, for the three months ended September 30, 2024).

The largest amount of reverse repurchase agreements and repurchase agreements outstanding on a gross basis during the three months ended September 30, 2025 was $339.3 million and $1,405.8 million, respectively ($569.1 million and $1,035.9 million, respectively, for the three months ended September 30, 2024).

Liquidity Management

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As such, increases in deferred compensation costs recognized within Compensation and related expenses may be offset to a degree by increases in the cash surrender value of the Company-owned life insurance policies recognized within Other revenue and vice versa.

Certain policies which could provide additional liquidity if needed had a cash surrender value of $104.0 million as of June 30, 2025.

Certain policies which could provide additional liquidity if needed had a cash surrender value of $107.7 million as of September 30, 2025.

We regularly review our sources of liquidity and financing, both on a short term and long term basis, and conduct internal stress analyses to determine the impact on the Company of events that could remove sources of liquidity or financing and to plan actions the Company could take in the case of such an eventuality.

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(Expressed in thousands)

For the Six Months Ended June 30,

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

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

Cash provided by financing activities 57,398 200,108

Net decrease in cash, cash equivalents and restricted cash $ 4,468 $ 4,379

For the Nine Months Ended September 30,

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

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

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

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

Management believes that funds from operations, combined with our capital base and available credit facilities, are sufficient for our liquidity needs for the foreseeable future.

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We may or may not be able to pass such increased funding costs on to our clients.

During periods of high volatility, we see increased calls for deposits of collateral to offset perceived risk between the Company's settlement liability to industry clearinghouses such as the Options Clearing Corporation (“OCC”) and National Securities Clearing Corp.

During periods of high volatility, we may see increased calls for deposits of collateral to offset perceived risk between the Company's settlement liability to industry clearinghouses such as the Depository Trust Company ("DTCC"), Options Clearing Corporation (“OCC”) and National Securities Clearing Corp.

(“NSCC”) as well as more stringent collateral arrangements with our bank lenders.

The recent reduction of the settlement cycle for security transactions in the U.S.

has substantially reduced settlement risks.

All such requirements have been and will be met in the ordinary course with available collateral.

substantially reduced settlement risks.

All such requirements have been and will be met in the ordinary course with available collateral or short-term borrowings.

CYBERSECURITY

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The Company has a dedicated cybersecurity organization within its technology department that focuses on current and emerging cybersecurity matters.

The Company’s cybersecurity function is led by the Company’s Chief Information Officer ("CIO") and the Company’s Chief Information Security Officer ("CISO"), who report to the Company’s CIO.

The Company’s cybersecurity function is led by the Company’s Chief Information Officer ("CIO") and the Company’s Chief Information Security Officer ("CISO"), who reports to the Company’s CIO.

The CIO and his direct reports, including the CISO, discuss action items related to risks at a standing monthly meeting.

The CISO and many members of his team have multiple decades of cybersecurity related experience.

Risk reporting is provided at monthly meetings of the Firm's cross-business Cybersecurity Committee and periodic presentations to the Firm’s Risk Management Committee, at which many members of the Company’s senior management are present.

Risk reporting is provided at monthly meetings of the Company's cross-business Cybersecurity Committee and periodic

presentations to the Company’s Risk Management Committee, at which many members of the Company’s senior management are present.

The CEO meets regularly with the CIO to discuss cybersecurity threats and existing and potentially new technology systems including those related to cybersecurity.

The CIO and CISO have a standing monthly meeting with the President/CEO and General Counsel to discuss potential vulnerabilities in the cyber environment.

The President/CEO formerly ran the Information Technology Department at the Firm and as a result has significant systems experience including experience related to cybersecurity.

The President/CEO formerly ran the Information Technology Department at the Company and as a result has significant systems experience including experience related to cybersecurity.

Board Oversight

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Oppenheimer and many of its affiliates are each subject to various regulatory capital requirements.

As of June 30, 2025, all of our active regulated domestic and international subsidiaries had net capital in excess of minimum requirements.

As of September 30, 2025, all of our active regulated domestic and international subsidiaries had net capital in excess of minimum requirements.

See Note 14 to the condensed consolidated financial statements in Item 1 for further information on regulatory capital requirements.

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Among its changes, the OBBBA modifies certain Inflation Reduction Act (“IRA”) and Tax Cuts & Jobs Act (“TCJA”) provisions, including allowing companies to expense 100% of the cost of qualified property in the year it is initially placed in service.

While changes in tax law are accounted for in the period of enactment, there are varied effective dates for the OBBBA’s provisions, some of which extend into 2026.

Based on our preliminary review of the OBBBA, we do not anticipate its provisions having a material impact on our financial position or results of operations.

While changes in tax law are

accounted for in the period of enactment, there are varied effective dates for the OBBBA’s provisions, some of which extend into 2026.

The passage of the OBBBA did not and is not expected to have a material impact on our financial position or results of operations.

Limitations on Tax Deductions for Compensation Paid to Certain Executives and Officers

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Amendments to Section 162(m) included in the American Rescue Plan Act of 2021, which become effective on January 1, 2027, expand the definition of “covered employees” to include the next five highest paid employees or officers.

If there are no further changes or amendments to Section 162(m), or if the definition of “covered employees” is further expanded, we expect the Company’s operating results to be materially, adversely impacted due to anticipated increases in the Company’s income tax expense and effective tax rate.

We are unable to quantify the potential impact at this time.

If there are no further changes or amendments to Section 162(m), or if the definition of “covered employees” is further expanded, we expect the Company’s operating results to be adversely impacted due to anticipated increases in the Company’s income tax expense and effective tax rate.

Since the impact of these changes is dependent on our compensation and personnel mix beginning in 2027, we are unable to quantify the potential impact at this time.

Frequency of Reporting Requirements for Public Companies

The current administration and the SEC have recently suggested that they will propose rulemaking that will shift certain SEC reporting requirements for public companies from reporting quarterly (on Form 10-Q) to semi-annually.

It is the Company's present intention to continue to report results on a quarterly basis.

Other Regulatory Matters

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These risks and uncertainties, many of which are beyond the Company’s control, include, but are not limited to:

(i) transaction volume in the securities markets, (ii) the volatility of the securities markets, (iii) fluctuations in interest rates, (iv) changes in regulatory requirements or taxation policy that could affect the cost and method of doing business, (v) general economic conditions, both domestic and international, including inflation, recession, stagflation, and changes in consumer confidence and spending, (vi) competition from existing financial institutions, new entrants and other participants in the securities markets and financial services industry, (vii) potential cybersecurity threats and attacks, (viii) legal developments affecting the litigation experience of the securities industry and the Company, (ix) changes in foreign, federal and state tax laws that could affect the popularity of products sold by the Company or impose taxes on securities transactions, (x) the adoption and implementation of the SEC’s “Regulation Best Interest” and other regulations adopted in recent years, (xi) war, terrorist acts and nuclear confrontation as well as political unrest, including events relating to the Israel-Hamas war, the conflict with Hezbollah and Iran and related unrest in the Middle East and Russia's invasion of Ukraine and related Western sanctions, (xii) the Company’s ability to achieve its business plan, (xiii) the effects of the economy on the Company’s ability to find and maintain financing options and liquidity, (xiv) credit, operational, legal and regulatory risks, (xv) risks related to foreign operations, (xvi) the effect of technological innovation on the financial services industry and securities business, (xvii) risks related to election results, Congressional gridlock, political and social unrest, government shutdowns and investigations, government spending, immigration, impact of tariffs and trade wars, bank failures, changes in or uncertainty surrounding regulation, and the potential for default by the U.S.

(i) transaction volume in the securities markets, (ii) the volatility of the securities markets, (iii) fluctuations in interest rates, (iv) changes in regulatory requirements or taxation policy that could affect the cost and method of doing business, (v) general economic conditions, both domestic and international, including inflation, recession, stagflation, and changes in consumer confidence and spending, (vi) competition from existing financial institutions, new entrants and other participants in the securities markets and financial services industry, (vii) potential cybersecurity threats and attacks, (viii) legal developments affecting the litigation experience of the securities industry and the Company, (ix) changes in foreign, federal and state tax laws that could affect the popularity of products sold by the Company or impose taxes on securities transactions, (x) the adoption and implementation of the SEC’s “Regulation Best Interest” and other regulations adopted in recent years, (xi) war, terrorist acts and nuclear confrontation as well as political unrest, including events relating to the Israel-Hamas war, the conflict with Hezbollah and Iran and related unrest in the Middle East and Russia's invasion of Ukraine and related Western sanctions, (xii) the Company’s ability to achieve its business plan, (xiii) the effects of the economy on the Company’s ability to find and maintain financing options and liquidity, (xiv) credit, operational, legal and regulatory risks, (xv) risks related to foreign operations, (xvi) the effect of technological innovation on the financial services industry and securities business, (xvii) risks related to election results, Congressional gridlock, political and social unrest, government shutdowns and investigations, government spending, inflation, immigration, impact of tariffs and trade wars, bank failures, changes in or uncertainty surrounding regulation, and the potential for default by the U.S.

government on the nation's debt, (xviii) risks related to changes in capital requirements under international standards that may cause banks to back away from providing funding to the securities industry and (xix) economic, market, political and social impact of, and uncertainty relating to, any catastrophic events, including pandemics, epidemics or other outbreaks of disease, climate-related risks such as natural disasters and extreme weather events.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the six months ended June 30, 2025, there were no material changes to the information contained in Part II, Item 7A of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

During the nine months ended September 30, 2025, there were no material changes to the information contained in Part II, Item 7A of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

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 2. Management’s Discussion and Analysis