What changed in this filing

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Item 1. Business

2026-02-26 compared with 2025-02-27 · 99 added, 94 removed, 386 unchanged (33% of the section changed)

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("Oppenheimer"), a New York-based securities broker-dealer and investment adviser, Oppenheimer Asset Management Inc.

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

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

and its subsidiary advisors ("OAM"), a New York-based investment adviser, Oppenheimer Trust Company of Delaware Inc.

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

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

The Company previously operated Freedom Investments, Inc.

("Freedom") as a discount securities broker-dealer based in New Jersey.

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

Pursuant to this action, Freedom ceased all broker-dealer activities and closed or transferred any remaining customer accounts.

On December 1, 2025, Freedom submitted a Uniform Request for Broker-Dealer Withdrawal (“Form BDW”) to the Financial Industry Regulatory Authority, Inc.

("FINRA") and U.S.

Securities and Exchange Commision (the "SEC") to formally deregister as a broker-dealer.

Freedom’s deregistration became effective on January 30, 2026.

As Freedom has been winding down its business for a number of years, the closing of Freedom did not have a material impact on the Company’s financial position or results of operations.

WEALTH MANAGEMENT

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

Through its Wealth Management business, Oppenheimer provides a comprehensive array of financial services through a network of 924 financial advisors in 88 offices located throughout the United States.

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

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

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

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

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

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

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

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

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

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

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and (ii) a Strategic Asset Review dual contract program designed for clients seeking a direct contractual relationship with investment managers.

Mutual Fund Managed Accounts - The Company offers two fee-based mutual fund managed account programs through Portfolio Advisory Services ("PAS"):

(i) PAS, a non-discretionary advisory program where clients choose mutual funds approved by the Company to create strategic asset allocations;

and (ii) PAS Directed, a discretionary advisory program where an Oppenheimer advisor chooses the mutual funds to create the asset allocation and portfolio construction.

Mutual Fund Managed Accounts - The Company offers three fee-based mutual fund managed account programs through Portfolio Advisory Services ("PAS"):

(i) PAS Flex, a non-discretionary advisory program where clients choose mutual funds approved by the Company to create strategic asset allocations;

(ii) PAS Directed, a discretionary advisory program where an Oppenheimer financial advisor chooses the mutual funds to create the asset allocation and portfolio construction;

and (iii) PAS Research, a discretionary advisory program where OAM’s Consulting Group chooses the mutual funds to create strategic asset allocations.

Discretionary Advisory Accounts - Oppenheimer offers two discretionary portfolio management programs.

Through its Omega and Alpha programs, Oppenheimer offers client-focused discretionary fee-based investment programs managed by Oppenheimer advisors.

Through its Omega and Alpha programs, Oppenheimer offers client-focused discretionary fee-based investment programs managed by Oppenheimer financial advisors.

Non-Discretionary Advisory Accounts - Under Oppenheimer's Preference Program, Oppenheimer provides fee-based non-discretionary investment advisory services and consultation to clients.

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Investment Banking

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

Oppenheimer's investment banking division provides strategic advisory services and capital markets products to emerging

growth and middle market businesses as well as financial sponsors.

The investment banking industry coverage groups focus on the Consumer, Financial Institutions, Healthcare, Industrials and Technology sectors.

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

Mergers & Acquisitions — Oppenheimer advises buyers and sellers on sales, divestitures, mergers, acquisitions, tender offers, privatizations, and joint ventures.

Oppenheimer provides dedicated senior banker leadership throughout the life cycle of each financial advisory transaction, which combines our structuring and negotiating expertise with our industry knowledge, extensive relationships and capital markets capabilities.

Equities Capital Markets — Oppenheimer provides a full spectrum of capital raising solutions for corporate clients through initial public offerings, both fully and confidentially marketed public follow-on offerings, convertible note offerings, registered directs, private investments in public equity, private placements, at-the-market offerings, and special purpose acquisition companies ("SPACs").

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

Oppenheimer's investment banking business provides strategic advisory services and capital markets services to emerging growth and middle market companies as well as financial sponsors.

The investment banking industry coverage groups focus on the Consumer and Retail, Financial Institutions, Healthcare, Industrials and Energy and Technology sectors.

Oppenheimer's industry coverage teams partner with our Mergers and Acquisitions, Equity Capital Markets, Debt Capital Markets, Debt Advisory and Restructuring platforms, and Fund Placements and Advisory specialists, to provide their clients with tailored strategic and financial advice and comprehensive access to capital markets.

Mergers and Acquisitions — Oppenheimer advises buyers and sellers on sales, divestitures, mergers, acquisitions, tender offers, privatizations, and joint ventures.

Oppenheimer provides dedicated senior banker leadership throughout the process of each financial advisory transaction, which combines our structuring and negotiating expertise with our industry knowledge, extensive relationships and capital markets capabilities.

Equities Capital Markets — Oppenheimer provides a full spectrum of equity and equity-like capital raising solutions for corporate clients through initial public offerings, both fully and confidentially marketed public follow-on offerings, convertible note offerings, registered directs, private investments in public equity, private placements, at-the-market offerings, and special purpose acquisition companies ("SPACs").

Oppenheimer is a leading underwriter of mid- and small-cap equity offerings, where it may act as a Lead Book runner, Joint Book runner or Co-Manager as the case may be.

In addition, Oppenheimer provides significant expertise and underwriting support to issuers of convertible debt, including the restructuring of such issues.

In addition, Oppenheimer provides significant expertise and underwriting support to issuers of convertible debt.

Debt Capital Markets — Oppenheimer offers a full range of debt capital markets solutions for domestic and international companies as well as foreign governments and quasi-sovereign institutions.

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

Oppenheimer acts as underwriter or placement agent on high yield senior and subordinated debt offerings as well as on bond financings for Emerging Market issuers.

Oppenheimer focuses on structuring and distributing public and private debt through a variety of financing transactions, including 144A / Reg S issuances, securitizations, leveraged buyouts, recapitalizations and Chapter 11 exit financings.

Debt Advisory & Restructuring — Oppenheimer offers tailored solutions to leveraged corporate issuers, financial sponsors, and credit investors.

We evaluate a full range of strategic alternatives, and identify the appropriate structures and sources of capital to provide our clients with the ability to pursue an optimal and value maximizing outcome.

We offer comprehensive services to meet our client needs in strategic capital solutions, liability management and balance sheet restructurings as well as mergers and acquisitions.

Fund Placement — Oppenheimer’s Fund Placement and Advisory Group provides alternative investment firms with a broad and deep portfolio of value-added services that complements the resources, relationships and thought leadership of the global Oppenheimer platform.

Services include bespoke strategic and tactical advisory as well as primary fundraising, secondaries, co-investments and direct transactions.

This group was formed to provide powerful growth opportunities for many of our clients and is an important step towards strengthening Oppenheimer’s private capital markets business.

We offer ratings advisory services to issuers in connection with ratings issued by major rating agencies.

Oppenheimer acts as underwriter, arranger or placement agent on senior and subordinated debt offerings for developed market and emerging-market issuers.

Oppenheimer focuses on structuring and distributing public and private debt through a variety of financing transactions, including 144A / Reg S and 4(a)(2) issuances, securitizations, leveraged buyouts, recapitalizations, and Chapter 11 exit financings, among others.

Public Finance - Oppenheimer's public finance group raises capital for state and local governments, public agencies, private developers, non-profit organizations and other borrowers.

The group assists its clients by developing and executing capital financing plans that meet the clients’ objectives, and by maintaining strong national institutional and retail securities distribution capabilities.

Public finance bankers have expertise in specific areas, including state and local governments and municipalities, credit strategy, water and utilities, housing, infrastructure, K-12 school districts, senior living, public-private partnerships, project finance, special districts, direct placements, and lease financings through the issuance of taxable municipal bonds.

In addition to underwriting longer-term municipal securities, Oppenheimer also underwrites municipal revenue anticipation, tax anticipation and bond anticipation notes for local government issuers, as well as short-term bonds for bridge financing and real estate projects.

Debt Advisory and Restructuring — Oppenheimer provides advisory services to highly levered corporate issuers, financial sponsors, and debt investors.

We evaluate a range of strategic alternatives, and identify potential capital structures and sources of financing to assist clients in pursuing their strategic and financial objectives.

Our services include strategic capital solutions, liability management and balance sheet restructurings, as well as mergers and acquisitions advisory services.

Fund Placement and Advisory — Oppenheimer provides alternative investment firms with a broad and deep range of value-added services that complements the resources, relationships and thought leadership of the global Oppenheimer platform.

Services include bespoke strategic and tactical fundraising advisory as well as primary fundraising, secondaries, co-investments and direct transactions.

Equities Division

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

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

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

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

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Taxable Fixed Income

Oppenheimer employs over 110 d edicated fixed income sales and trading professionals in offices in the U.S., the United Kingdom (London), the Isle of Jersey (St.

Oppenheimer employs over 148 dedicated fixed income sales and trading professionals in offices in the U.S., the United Kingdom (London), the Isle of Jersey (St.

Helier) and Asia (Hong Kong).

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Risk of loss upon default by the borrower is significantly greater with respect to unrated or non-investment grade securities than with investment grade securities.

These securities are generally unsecured and are often subordinated to other creditors of the issuer.

These securities are generally unsecured and

are often subordinated to other creditors of the issuer.

These issuers usually have high levels of indebtedness and are more sensitive to adverse economic conditions, such as recession or increasing interest rates, than are investment grade issuers.

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

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

Institutional Fixed Income Sales and Trading - Oppenheimer trades and may hold positions in public and private debt (including sovereign debt) securities, including investment and non-investment grade, distressed loans and securities, convertible corporate securities, municipal securities and trade claims.

Secondary trading activities related to the purchase and sale of distressed loans and securities are largely conducted on a riskless principal basis.

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

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These issuers may have high levels of indebtedness and be sensitive to adverse economic conditions, such as recession or increasing interest rates.

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

Municipal Trading - Oppenheimer has regionally-based municipal bond trading desks serving our retail financial advisors and their clients.

The desks serve Oppenheimer's financial advisors in supporting their high-net-worth clients' needs for taxable and non-taxable municipal securities.

The firm also maintains a dedicated institutional municipal bond sales and trading effort focused on serving mid-tier and national institutional accounts.

The institutional desks assist in distributing municipal securities originated by the public finance group.

Fixed Income Research - Oppenheimer has a total of 11 fixed income research professionals covering high yield corporate, mortgage backed, Emerging Market, and municipal securities.

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

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

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

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

Public Finance and Municipal Trading

Public Finance - Oppenheimer's public finance group advises and raises capital for state and local governments, public agencies, private developers and other borrowers.

The group assists its clients by developing and executing capital financing plans that meet our clients' objectives and by maintaining strong national institutional and retail securities distribution capabilities.

Public finance bankers have expertise in specific areas, including local governments and municipalities, primary and secondary schools, post-secondary and private schools, state and local transportation entities, health care institutions, senior-living facilities, public utility providers and project financing as well as lease financings through the issuance of taxable municipal bonds.

Municipal Trading - Oppenheimer has regionally-based municipal bond trading desks serving our retail financial advisors and their clients.

The desks serve Oppenheimer's financial advisors in supporting their high-net-worth clients' needs for taxable and non-taxable municipal securities.

The firm also maintains a dedicated institutional municipal bond sales and trading effort focused on serving mid-tier and national institutional accounts.

The institutional desks assist in distributing municipal securities originated by the Public Finance Department.

Proprietary Trading and Investment Activities

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In making markets and when trading for its own account, Oppenheimer exposes its own capital to the risk of fluctuations in market value.

In 2010, Congress enacted the Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") that prohibits proprietary trading by certain financial institutions (the "Volcker Rule") except where facilitating customer trades.

The Volcker Rule went into effect in July 2015 and does not impact the Company's business or operations as it applies to banks and other subsidiaries of bank holding companies only.

In recent years, the Volcker Rule has been relaxed in some regards in order to increase liquidity for client transactions.

The Company is not subject to the “Volcker Rule” restrictions on proprietary trading that went into effect in July 2015, as it only applies to banks and other subsidiaries of bank holding companies.

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

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Oppenheimer & Co.

Oppenheimer is a registered broker-dealer with the U.S.

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

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

Oppenheimer is a registered broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and a member of FINRA, and an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and transacts business on various exchanges.

Oppenheimer engages in a broad range of activities in the securities industry, including retail securities brokerage, institutional sales and trading, investment banking and underwritings (both corporate and public finance), research, market-making, and investment advisory and asset management services.

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OPY Credit Corp.

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

primarily engages in secondary trading activities related to the purchase and sale of loans and trade claims for U.S.

and foreign clients introduced by Oppenheimer and Oppenheimer Europe Ltd.

Such trading is largely on a riskless principal basis.

Oppenheimer Trust Company of Delaware Inc.

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Freedom Investments, Inc.

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

The Company is a wholly-owned subsidiary of Oppenheimer & Co.

and a member of FINRA.

Freedom, which formerly offered discount brokerage services on a limited basis, ceased operations in late 2025.

Freedom’s de-registration as an SEC-registered broker-dealer became effective on January 30, 2026.

Oppenheimer Investments Asia Limited

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Oppenheimer Europe Ltd.

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

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

Oppenheimer Israel Ltd.

Oppenheimer Israel (OPCO) Ltd., which is based in Tel Aviv, Israel, provides trading in foreign securities including both debt and equity as well as investment services including investment banking and merger and acquisition advice in the State of Israel and operates subject to the authority of the Israel Securities Authority.

The Company acquired BondWave LLC (“BondWave”), in December of 2023.

BondWave is a cloud-based financial market software-as-a-service provider which offers institutions and broker-dealers active in fixed income markets with an integrated suite of portfolio analytics, transaction analytics and proprietary data solutions.

BondWave LLC ("BondWave") is a cloud-based financial market software-as-a-service provider which offers institutions and broker-dealers active in fixed income markets with an integrated suite of portfolio analytics, transaction analytics and proprietary data solutions.

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

Oppenheimer (Switzerland) AG

Oppenheimer (Switzerland) AG, which is based in Zurich, Switzerland, was formed in late 2025 and has not yet commenced substantive operations.

It plans to offer wealth management services to non-U.S.

high net worth and ultra-high net worth clients once registration with the Swiss Financial Market Supervisory Authority (“FINMA”) is completed and other customary regulatory approvals are received.

ADMINISTRATION AND OPERATIONS

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Oppenheimer has a multi-currency platform which enables it to facilitate client trades in securities denominated in foreign currencies.

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

INFORMATION TECHNOLOGY

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The Company's human capital network includes, but is not limited to, financial advisors, research analysts, investment bankers, sales and trading professionals, portfolio managers, market analysts as well as employees in various support functions throughout the Firm.

The Company's human capital management strategy is defined and overseen by the Management Committee in collaboration with the Chairman and CEO.

The Company's human capital management strategy is defined and overseen by the Management Committee in collaboration with the President/CEO.

As the Company is engaged in many business lines within financial services, the Company relies on the expertise of its business leaders to manage the day-to-day human capital needs and priorities, including learning and development, recruiting and retention, and employee productivity.

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

Employees are encouraged to escalate business issues, which

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

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

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

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Professional development is a key foundational building block to our continued success.

On an ongoing basis, the Company is committed to providing the highest level of learning for its employee base through Oppenheimer University, our eLearning platform comprised of a deep catalogue of content curated to the specific learning needs of our employees, covering a wide range of business areas, financial products, corporate matters, and regulatory and compliance training.

On an ongoing basis, the Company is committed to providing the highest level of learning for its employee base through Oppenheimer University, our e-Learning platform comprised of a deep catalogue of content curated to the specific learning needs of our employees, covering a wide range of business areas, financial products, corporate matters, and regulatory and compliance training.

These courses include, but are not limited to, Compliance – Anti-Money Laundering, Cybersecurity and Anti-Harassment and Discrimination training as well as in-depth information on industry topics.

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The Company offers its employees comprehensive compensation programs that promote business expansion in a responsible manner and enable us to retain and appropriately reward employees.

These programs are designed to provide competitive compensation and financial incentives for employees in meeting various performance targets which drive the overall financial performance of the Company while taking into account the Company's overall financial performance, individual performance, as well as the Company's corporate and risk management objectives.

These programs are designed to provide competitive

compensation and financial incentives for employees in meeting various performance targets which drive the overall financial performance of the Company while taking into account the Company's overall financial performance, individual performance, as well as the Company's corporate and risk management objectives.

The compensation and benefits programs vary depending on the business or functional area within the Firm but generally include a mix of salary, incentive cash compensation, production-related compensation, share-based compensation, and deferred compensation.

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

In turn, senior management will

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

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

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

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In addition, Oppenheimer faces increasing competition from other sources, such as commercial banks, insurance companies, private equity and financial sponsors and certain major corporations that have entered the securities industry through acquisition, including Fintech competitors offering online investment services to smaller investors.

In recent years, online firms have offered “free” trades to all investors, which have become increasingly popular with small investors.

Many online firms offer “free” trades to all investors, which have become increasingly popular with small investors.

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

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

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

Self-Regulatory Organization Membership — Oppenheimer is a member firm of FINRA, a self-regulatory organization ("SRO") for broker-dealers and their registered representatives.

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

Freedom is also a member of FINRA.

The Company has access to a number of regional and national markets and is required to adhere to their applicable rules and regulations.

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Much of the regulation of broker-dealers has been delegated to SROs such as FINRA.

FINRA has been designated as the primary regulator of Oppenheimer and Freedom with respect to securities and option trading activities.

As of December 31, 2023, Oppenheimer no longer provides commodity-related services to its customers.

SROs adopt rules (subject to approval by the SEC) governing the industry and conduct periodic examinations of Oppenheimer's and Freedom's operations.

FINRA has been designated as the primary regulator of Oppenheimer with respect to securities and option trading activities.

SROs adopt rules (subject to approval by the SEC)

governing the industry and conduct periodic examinations of Oppenheimer's operations.

Securities firms are also subject to regulation by state securities commissions in the states in which they do business.

Oppenheimer and Freedom are each registered as a broker-dealer in the 50 states and the District of Columbia and Puerto Rico.

Oppenheimer is registered as a broker-dealer in the 50 states and the District of Columbia and Puerto Rico.

Oppenheimer Europe Ltd.

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Wall Street Reform & Consumer Protection Act (the "Dodd-Frank Act") — In July 2010, Congress enacted extensive legislation known as the Dodd-Frank Act in which it mandated that the SEC and other regulators conduct comprehensive studies and issue new regulations based on their findings to control the activities of financial institutions in order to protect the financial system, the investing public and consumers from issues and failures of the type that occurred in the 2008-2009 financial crisis.

Several new rules have been adopted to regulate and/or prohibit proprietary trading for certain deposit taking institutions, control the amount and timing of compensation to "highly paid" employees, require the adoption of policies to "clawback" erroneously awarded compensation to executive officers, mandate disclosure of information reflecting the relationship between executive compensation paid and the entity's financial performance, create new regulations around financial transactions with retirement plans and increase the disclosures provided to clients.

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

institutions, control the amount and timing of compensation to "highly paid" employees, require the adoption of policies to "clawback" erroneously awarded compensation to executive officers, mandate disclosure of information reflecting the relationship between executive compensation paid and the entity's financial performance, create new regulations around financial transactions with retirement plans and increase the disclosures provided to clients.

The Consumer Financial Protection Bureau also implemented new rules affecting the interaction between financial institutions and consumers.

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This rulemaking has negatively impacted the overall availability of commission revenue in payment for equity research and negatively impacted the liquidity of markets for equities and fixed income securities in Europe.

Recently, a review of market liquidity both in the UK and the European Union has resulted in an increased likelihood that many of the regulations regarding payment for company research may be changed or rescinded in order to provide greater liquidity and improve capital markets.

Fiduciary Standard — Rulemaking by the U.S.

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

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

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

The PTE takes a principles-based (rather than a prescriptive) approach to resolving conflicts that arise under ERISA when an investment advice fiduciary, its affiliate or a related party is paid certain types of compensation (such as commissions, trailing fees or revenue-sharing) or engages in certain principal transactions.

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The CCPA required that specific privacy disclosures be given to California residents and that consumers be granted certain rights regarding their personal information held by businesses subject to the CCPA.

The California Privacy Rights Act of 2020, effective January 1, 2023, subsequently amends the CCPA in a number of ways, including, without limitation, by introducing a new data category and additional privacy principles, as well as expanding data subject rights and establishing a dedicated privacy regulator.

The California Privacy Rights Act of 2020, effective January 1, 2023, subsequently amends the CCPA in a number of

ways, including, without limitation, by introducing a new data category and additional privacy principles, as well as expanding data subject rights and establishing a dedicated privacy regulator.

Enforcement began on July 1, 2023, and will only apply to violations occurring on or after this date.

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

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

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

The final amendments, which became effective in December 2025, require entities within 30 days to notify individuals whose sensitive customer information was accessed or used without authorization.

In 2025, several U.S.

states proposed or enacted expanded privacy and data protection laws targeting artificial intelligence (“AI”).

These new state-level statutes-ranging from broad frameworks to narrow consumer protections-mandate transparency, risk assessments, and safeguards for “high-risk” AI systems, including chatbots, and deepfakes, particularly in areas such as healthcare.

These evolving AI-related mandates overlap with conventional privacy laws, potentially imposing new obligations on the Company’s business operations, particularly in cases where personal information is processed.

There is legislation proposed to have federal law and regulation adopted which would unify and override the evolving state laws.

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

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Oppenheimer began reporting complex option trades in 2021.

Smaller broker-dealers were required to report equity and option trades in 2021.

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

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

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

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

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

In February 2025, the SEC issued an exemptive order allowing CAT participants to cease requiring the submission of client personal identifiable information ("PII") effective immediately.

The Company has ceased submitting such information and believes this action will significantly protect clients’ information although information previously submitted has not been eliminated and the SEC has not provided guidance on when, or if, such information may be deleted.

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

The securities industry has commenced various actions to limit the provision of personally identifiable information ("PII") to the CAT, given the potential liabilities to the provider associated with improper dissemination of such data.

It is not possible to predict the success of any such actions.

Trust Company Regulation — Oppenheimer Trust is a limited purpose trust company organized under the laws of Delaware and is regulated by the Office of the State Banking Commissioner.

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REGULATORY CAPITAL REQUIREMENTS

As registered broker-dealers and member firms regulated by FINRA, Oppenheimer and Freedom are subject to certain net capital requirements pursuant to Rule 15c3-1 (the "Net Capital Rule") promulgated under the Exchange Act.

As a registered broker-dealer and member firm regulated by FINRA, Oppenheimer is subject to certain net capital requirements pursuant to Rule 15c3-1 (the "Net Capital Rule") promulgated under the Exchange Act.

The Net Capital Rule, which specifies minimum net capital requirements for registered brokers and dealers, is designed to measure the general financial integrity and liquidity of a broker-dealer and requires that at least a minimum part of its assets be kept in liquid form.

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

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

Under the alternative method, Oppenheimer is required to maintain a minimum "net capital", as defined in the Net Capital Rule, at least equal to 2% of the amount of its "aggregate debit items" computed in accordance with the Formula for Determination of Reserve Requirements for Brokers and Dealers or $1.5 million, whichever is greater.

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

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Among these deductions are adjustments (referred to as "haircuts") in the market value of securities to reflect the possibility of a market decline prior to disposition.

Compliance with the Net Capital Rule could limit those operations of the brokerage subsidiaries of the Company that require the intensive use of capital, such as underwriting and trading activities and the financing of customer account balances, and also could restrict the Company's ability to withdraw capital from its brokerage subsidiaries, which in turn could limit the Company's ability to pay dividends, repay debt and redeem or purchase shares of its outstanding capital stock.

Compliance with the Net Capital Rule could limit the operations of Oppenheimer that require the intensive use of capital, such as underwriting and trading activities and the financing of customer account balances, and also could restrict the Company's ability to withdraw capital from Oppenheimer, which in turn could limit the Company's ability to pay dividends, repay debt and redeem or purchase shares of its outstanding capital stock.

Under the Net Capital Rule, broker-dealers are required to maintain certain records and provide the SEC with quarterly reports with respect to, among other things, significant movements of capital, including transfers to a holding company parent or other affiliate.

The SEC and/or SROs may in certain circumstances restrict the Company's brokerage subsidiaries' ability to withdraw excess net capital and transfer it to the Company or to other Operating Subsidiaries or to expand the Company's business.

As of December 31, 2024, Oppenheimer and Freedom were in compliance with their regulatory requirements.

The SEC and/or SROs may in certain circumstances restrict Oppenheimer's ability to withdraw excess net capital and transfer it to the Company or to other Operating Subsidiaries or to expand the Company's business.

As of December 31, 2025, Oppenheimer was in compliance with their regulatory requirements.

Oppenheimer Europe Ltd.

is authorized by the FCA of the United Kingdom to provide investment services under the Investment Firms’ Prudential Regime (“IFPR”).

Effective January 2022, IFPR changed its minimum capital requirement, which is now Sterling 750,000 (previously it was Euro 730,000).

Oppenheimer Europe Ltd.

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

Pursuant to the IFPR, Oppenheimer Europe Ltd.

is required to maintain a minimum of Sterling 750,000 in capital.

As of December 31, 2025, Oppenheimer Europe Ltd.

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Securities Investor Protection Corporation ("SIPC")

Oppenheimer and Freedom are each members of the SIPC, which provides, in the event of the liquidation of a broker-dealer, protection for customers' accounts (including the customer accounts of other securities firms when it acts on their behalf as a clearing broker) held by the firm of up to $500,000 for each customer, subject to a limitation of $250,000 for claims for cash balances.

Oppenheimer is a member of the SIPC, which provides, in the event of the liquidation of a broker-dealer, protection for customers' accounts (including the customer accounts of other securities firms when it acts on their behalf as a clearing broker) held by the Firm of up to $500,000 for each customer, subject to a limitation of $250,000 for claims for cash balances.

SIPC is funded through assessments on registered broker-dealers.

In addition, Oppenheimer has purchased additional "excess of SIPC" policy protection from certain underwriters at Lloyd's of London of an additional $99.5 million (and $900,000 for claims for cash balances) per customer.

In addition, Oppenheimer has purchased additional "excess of SIPC"

policy protection from certain underwriters at Lloyd's of London of an additional $99.5 million (and $900,000 for claims for cash balances) per customer.

The "excess of SIPC" policy has an overall aggregate limit of liability of $300.0 million.

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

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

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

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business