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Item 1. Legal Proceedings

2025-10-31 compared with 2025-08-01 · 21 added, 17 removed, 23 unchanged (62% of the section changed)

6 unchanged sentences

The investigations include inquiries from the SEC, 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 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 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 LLC.

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

1 unchanged sentence

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 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.

The SEC asked the Court to enter an order enjoining Oppenheimer from violating the above-referenced rules and requiring disgorgement and payment of a civil penalty.

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.

On January 30, 2024, Oppenheimer and the SEC reached an agreement in principle to settle the litigation pursuant to which Oppenheimer would pay a civil penalty of $1.2 million.

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

In June of 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.

During the three months ended June 30, 2025, there were no material changes to the information contained in Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

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.

During the three months ended September 30, 2025, there were no material changes to the information contained in Part I, Item 1A 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 1. Legal Proceedings