What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-27 · 326 added, 321 removed, 1340 unchanged (33% of the section changed)

2 unchanged sentences

Management's Report on Internal Control over Financial Reporting

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Report of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 202 5 and 202 4

86 unchanged sentences

Deposits with clearing organizations 107,607 98,909

Receivable from brokers, dealers and clearing organizations 241,478 284,696

Receivable from customers, net of allowance for credit losses of $ 175 ($ 345 in 2023)

Receivables from brokers, dealers and clearing organizations 260,001 241,478

Receivables from customers, net of allowance for credit losses of $ 131 ($ 175 in 2024)

1,415,049 1,268,866

Income tax receivable 1,406 1,499

Securities purchased under agreements to resell — 5,842

Securities owned, including amounts pledged of $ 1,179,503 ($ 1,015,604 in 2024), at fair value

5 unchanged sentences

119,111 133,821

Corporate-owned life insurance 98,828 88,989

Company-owned life insurance 109,094 98,828

Intangible assets 35,042 35,709

5 unchanged sentences

Bank call loans 76,800 252,100

Payable to brokers, dealers and clearing organizations 253,816 361,890

Payable to customers 357,835 369,287

Securities sold under agreements to repurchase 931,754 640,382

Payables to brokers, dealers and clearing organizations 397,997 253,816

Payables to customers 393,694 357,835

Securities sold under agreements to repurchase, net 997,192 931,754

Securities sold but not yet purchased, at fair value 175,712 98,892

3 unchanged sentences

Lease liabilities 154,928 173,320

Senior secured notes, net of debt issuance costs of $ 0 ($ 392 in 2023)

Deferred tax liabilities, net of deferred tax assets of $ 50,032 ($ 48,640 in 2024)

14 unchanged sentences

stockholders' equity 983,823 850,395

Non-controlling interests (Note 2) $ — $ 73

Non-controlling interests 13,206 —

Total Stockholders' Equity 997,029 850,395

39 unchanged sentences

Net income $ 147,959 $ 71,247 $ 30,272

Other comprehensive loss, net of tax

Other comprehensive income (loss), net of tax

Currency translation adjustment 3,006 ( 223 ) ( 502 )

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Balance at beginning of year $ 10 $ 10 $ 11

Issuance of Class A non-voting common stock — — —

Repurchase of Class A non-voting common stock for cancellation — — ( 1 )

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148,403 71,557 30,179

Dividends paid ( 6,845 ) ( 6,452 ) ( 7,044 )

Dividends declared ( 18,062 ) ( 6,845 ) ( 6,452 )

Balance at end of year 947,413 819,961 756,468

7 unchanged sentences

Balance at beginning of year $ — $ 73 $ 722

Contributions during the year 13,650 — —

Capital distribution to non-controlling interests — — ( 198 )

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Balance at end of year $ — $ — $ —

Dividends paid per share $ 0.66 $ 0.60 $ 0.60

Dividends declared per share $ 1.72 $ 0.66 $ 0.60

(1) Attributable to Oppenheimer Holdings Inc.

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Write-off of debt issuance costs — 222 5

Provision for (reversal of) credit losses ( 137 ) ( 5 ) ( 2,955 )

Reversal of credit losses ( 44 ) ( 137 ) ( 5 )

Share-based compensation 32,205 45,506 16,940

1 unchanged sentence

Gain on repurchase of senior secured notes — — ( 51 )

Paid in kind interest ( 234 ) — —

Decrease (increase) in operating assets:

Deposits with clearing organizations ( 8,698 ) ( 20,203 ) ( 1,015 )

Receivable from brokers, dealers and clearing organizations 43,218 ( 78,619 ) ( 36,175 )

Receivable from customers ( 208,837 ) 142,877 21,641

Receivables from brokers, dealers and clearing organizations ( 18,523 ) 43,218 ( 78,619 )

Receivables from customers ( 146,139 ) ( 208,837 ) 142,877

Income tax receivable 93 5,700 ( 7,199 )

2 unchanged sentences

Notes receivable ( 6,797 ) ( 23,415 ) ( 21,111 )

Corporate-owned life insurance ( 9,839 ) ( 11,535 ) 19,849

Company-owned life insurance ( 10,266 ) ( 9,839 ) ( 11,535 )

Other assets ( 40,189 ) ( 14,641 ) 289

1 unchanged sentence

Drafts payable ( 3,314 ) 12,659 9,002

Payable to brokers, dealers and clearing organizations ( 108,074 ) ( 188,116 ) 127,949

Payable to customers ( 11,452 ) ( 87,188 ) ( 483 )

Payables to brokers, dealers and clearing organizations 144,181 ( 108,074 ) ( 188,116 )

Payables to customers 35,859 ( 11,452 ) ( 87,188 )

Securities sold under agreements to repurchase 65,438 291,372 479,373

7 unchanged sentences

Acquisitions, net of cash consideration — ( 2,350 ) ( 2,929 )

Proceeds from the settlement of Corporate-owned life insurance 3,659 4,424 2,174

Proceeds from the settlement of company-owned life insurance 3,805 3,659 4,424

Cash used in investing activities ( 1,388 ) ( 3,839 ) ( 15,561 )

4 unchanged sentences

Payments for employee taxes withheld related to vested share-based awards ( 9,905 ) ( 6,844 ) ( 5,907 )

Contribution from non-controlling interests 13,650 — —

Distribution to non-controlling interests — — ( 198 )

4 unchanged sentences

Cash provided by/(used in) financing activities ( 182,109 ) 116,322 ( 74,761 )

Net increase/(decrease) in cash and cash equivalents and restricted cash 4,315 ( 109,132 ) ( 203,557 )

Cash and cash equivalents and restricted cash, beginning of year 28,835 137,967 341,524

Cash and cash equivalents and restricted cash, end of year $ 33,150 $ 28,835 $ 137,967

Reconciliation of cash and cash equivalents and restricted cash within the consolidated balance sheet:

Net increase/(decrease) in cash and cash equivalents 5,255 4,315 ( 109,132 )

Cash and cash equivalents, beginning of year 33,150 28,835 137,967

Cash and cash equivalents, end of year $ 38,405 $ 33,150 $ 28,835

Reconciliation of cash and cash equivalents within the consolidated balance sheet:

2025 2024 2023

Cash and cash equivalents $ 38,405 $ 33,150 28,835

Restricted cash — — 25,534

Total cash and cash equivalents and restricted cash $ 33,150 $ 28,835 $ 137,967

Total cash and cash equivalents $ 38,405 $ 33,150 $ 28,835

Schedule of non-cash financing activities

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and Oppenheimer Investments Asia Limited, based in Hong Kong, China, which provides fixed income and equities brokerage services to institutional investors and is regulated by the Securities and Futures Commission.

Oppenheimer owns Freedom Investments, Inc.

("Freedom"), a registered broker dealer in securities, which provides discount brokerage services on a limited basis, and Oppenheimer Israel (OPCO) Ltd., based in Tel Aviv, Israel, which provides investment services in the State of Israel and operates subject to the authority of the Israel Securities Authority.

Oppenheimer owns Oppenheimer Israel (OPCO) Ltd., based in Tel Aviv, Israel, which provides investment services in the State of Israel and operates subject to the authority of the Israel Securities Authority.

Freedom Investments Inc.

("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.

Summary of significant accounting policies and estimates

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Intercompany transactions and balances have been eliminated in the preparation of the consolidated financial statements.

Change in Presentation

Effective June 30, 2022, the Company reclassified certain stockholders' equity amounts on the consolidated balance sheet and consolidated statements of changes in stockholders' equity and redeemable non-controlling interests.

The reclassification included separately presenting the par value of common stock, and combining previously disclosed share capital and contributed capital amounts in the currently reported additional paid-in capital amount.

The reclassification had no impact on previously reported total stockholders’ equity amounts.

Use of Estimates

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Therefore, actual results may differ materially from the estimates.

Accounting Standards Recently Adopted

ASU 2023-09 – Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

The FASB issued this ASU in December of 2023 to enhance the transparency and decision usefulness of income tax disclosures.

The amendments require public business entities to enhance the annual reconciliation of its statutory income tax rate to its effective tax rate by mandating the disclosure of the impact associated with specific categories and requiring separate

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Accounting Standards Recently Adopted

ASU 2023-07 – Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued this ASU to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The revised guidance requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), the title and position of the CODM and how the CODM uses the reported measures of segment profit or loss in assessing segment performance and make decisions about resource allocation, among other requirements.

The Company adopted this guidance effective December 31, 2024.

disclosure for reconciling items exceeding certain quantitative thresholds.

The amendments also require entities to annually disclose the amount of taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes, with separate disclosure of individual jurisdictions exceeding 5% of total income taxes paid.

The Company adopted this guidance for the year ended December 31, 2025.

Refer to Note 15 for additional information.

1 unchanged sentence

Financial Instruments

Securities owned, securities sold but not yet purchased, investments and derivative contracts are carried at fair value with changes in fair value recognized in earnings each period.

Securities owned, securities sold but not yet purchased, investments, derivative contracts and certain loans are carried at fair value with changes in fair value recognized in earnings each period.

Fair Value Measurements

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Financial instruments classified within Level 1 are valued based on quoted market prices in active markets and consist of U.S.

Treasury securities and corporate equities.

Treasury securities, money market funds and corporate equities.

Level 2 financial instruments primarily consist of investment grade and high-yield corporate debt, convertible bonds, U.S.

1 unchanged sentence

Financial instruments classified as Level 2 are valued based on quoted prices for similar assets and liabilities in active markets, pricing models which incorporate market observable inputs and quoted prices for identical or similar assets and liabilities in markets that are not active.

Some financial instruments such as auction rate securities ("ARS") and trade claims are classified within Level 3 within the fair value hierarchy as observable pricing inputs are not available due to limited market activity for the asset or liability.

As of December 31, 2024 and December 31, 2023, the Company had $ 2.7 million and $ 2.7 million respectively, of ARS in Level 3 assets.

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

See note 8 for further details.

Some financial instruments such as auction rate securities ("ARS"), convertible notes, equity security warrants and equity securities associated with a consolidated private equity fund sponsored by the Company are classified within Level 3 within the fair value hierarchy as observable pricing inputs are not available due to limited market activity for the asset or liability.

See Note 8 for further details of financial instruments in Level 3 assets as of December 31, 2025 and December 31, 2024.

Consolidation

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The Company uses financing receivables to extend margin loans to customers, meet trade settlement requirements, and facilitate its matched-book arrangements and inventory requirements.

The Company's financing receivables are secured by collateral received from clients and counterparties.

The Company's financing receivables are secured by collateral received from customers and counterparties.

In many cases, the Company is permitted to sell or re-pledge securities held as collateral.

These securities may be used to collateralize repurchase agreements, to enter into securities lending agreements, to cover short positions or to fulfill the obligation of securities fails to deliver.

The Company monitors the fair value of the collateral received on a daily basis and may require clients and counterparties to deposit additional collateral or return collateral pledged, when appropriate.

The Company monitors the fair value of the collateral received on a daily basis and may require customers and counterparties to deposit additional collateral or return collateral pledged, when appropriate.

Customer receivables, primarily consisting of customer margin loans collateralized by customer-owned securities, are stated net of allowance for credit losses.

1 unchanged sentence

For small customer accounts that do not comply with the Company's margin requirements, the allowance for credit loss is generally recorded as the amount of unsecured or partially secured receivables.

The Company also periodically makes loans to financial advisors and other revenue producers as part of its hiring process.

The Company also periodically makes loans to financial advisors and other revenue producers as part of its hiring and retention process.

These loans are recorded as notes receivable on its consolidated balance sheet.

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For these leases, lease expense is recognized on a straight-line basis over the lease term if the ROU asset has not been impaired or abandoned.

The Company's goodwill resides in separate reporting units within its Wealth Management and Corporate/Other operating segments.

Goodwill of a reporting unit is subject to at least an annual test for impairment to determine if the estimated fair value of a reporting unit is less than its carrying amount.

Goodwill of a reporting unit is required to be tested for impairment between

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

The Company's goodwill resides in separate reporting units within its Wealth Management and Corporate/Other operating segments.

Goodwill of a reporting unit is subject to at least an annual test for impairment to determine if the estimated fair value of a reporting unit is less than its carrying amount.

Goodwill of a reporting unit is required to be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

Due to the volatility in the financial services sector and equity markets in general, determining whether an impairment of goodwill has occurred is increasingly difficult and requires management to exercise significant judgment.

Goodwill within the Corporate/Other operating segment largely relates to the Company’s acquisition of BondWave LLC, which closed on December 29, 2023.

Goodwill within the Corporate/Other operating segment largely relates to the Company’s acquisition of BondWave LLC.

The Company's annual goodwill impairment analysis performed as of December 31, 2025 over the goodwill within the Private Client Division ("PCD") reporting unit, a separate reporting unit within Wealth Management, applied the same valuation methodologies with consistent inputs as that performed as of December 31, 2024.

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Intangible Assets

I ntangible assets are primarily comprised of trademarks, trade names and an Internet domain name, carried on the balance sheet at $ 35.7 million.

Intangible assets are primarily comprised of trademarks, trade names and an Internet domain name, carried on the balance sheet at $ 35 million.

Indefinite intangible assets are subject to at least an annual test for impairment to determine if the estimated fair value is less than their carrying amount.

5 unchanged sentences

In accordance with ASC Topic 718, "Compensation - Stock Compensation," the Company classifies the restricted stock awards as equity awards, which requires the compensation cost to be recognized in the consolidated income statements over the requisite service period of the award at grant date fair value and adjusted for actual forfeitures.

The fair value of restricted stock awards is determined based on the grant date closing price of the Company's Class A non-voting common stock ("Class A Stock") adjusted for the present value of the dividend to be received upon vesting.

The fair value of stock options is determined using the Black-Scholes model.

Key assumptions used to estimate the fair value include the expected term and the expected volatility of the Company's Class A Stock over the term of the award, the risk-free interest rate over the expected term, and the Company's expected annual dividend yield.

Key assumptions used to estimate the fair value include the expected term and the expected volatility of the Company's Class A Stock over the term of the award,

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

the risk-free interest rate over the expected term, and the Company's expected annual dividend yield.

The Company classifies stock appreciation rights ("OARs") as liability awards, which requires the fair value to be remeasured through earnings at each reporting period until the award vests.

1 unchanged sentence

The compensation cost is adjusted each reporting period for changes in fair value prorated for the portion of the requisite service period rendered.

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Revenue Recognition

25 unchanged sentences

The fee earned in the period is recorded in bank deposit sweep income and the portion of interest credited to clients is recorded in interest expense in the consolidated income statements.

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Balance Sheet

4 unchanged sentences

Securities borrowed transactions require the Company to deposit cash or other collateral with the lender.

The Company receives cash or

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

collateral in an amount generally in excess of the market value of securities loaned.

The Company receives cash or collateral in an amount generally in excess of the market value of securities loaned.

The Company monitors the market value of securities borrowed and loaned on a daily basis and may require counterparties to deposit additional collateral or return collateral pledged, when appropriate.

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

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

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

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

7 unchanged sentences

Drafts payable represent amounts drawn by the Company against a bank.

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Bank Call Loans

6 unchanged sentences

and gains or losses resulting from translating foreign currency financial statements, net of related tax effects, are reflected in accumulated other comprehensive income in the consolidated balance sheets.

The functional currency of the overseas operations is the local currency in each location except for Oppenheimer Europe Ltd.

and Oppenheimer Investments Asia Limited which have the U.S.

The functional currency of the overseas operations is the local currency in each location except for Oppenheimer Europe Ltd., Oppenheimer Investments Asia Limited and Oppenheimer (Switzerland) AG which have the U.S.

dollar as their functional currency.

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

6 unchanged sentences

income taxes that would arise if such earnings were repatriated.

OPY Acquisition Corp.

On October 26, 2021, OPY Acquisition Corp.

I (“OHAA”), a special purpose acquisition company, consummated its $ 126.5 million initial public offering (the “OHAA IPO”).

OPY Acquisition LLC I (the “Sponsor”), a Delaware series limited liability company and the Company’s subsidiary, was the sponsor of and consolidated OHAA.

Upon IPO completion, funds totaling $ 127.8 million, including proceeds from the OHAA IPO of $ 126.5 million and $ 1.3 million of investment from the Sponsor, were held in a trust account until the earlier of (i) the completion of a Business Combination or (ii) ten business days after April 29, 2023, 18 months from the closing of the OHAA IPO (“Combination Period”), pursuant to OHAA's certificate of incorporation.

On October 26, 2023, OHAA’s stockholders approved an amendment to its certificate of incorporation to extend the deadline by which it must complete its initial business combination from October 30, 2023 to June 30, 2024 on a month-to-month basis.

In the fourth quarter of 2023, after careful consideration of the special purpose acquisition company market and after having completed an extensive search, OHAA determined it would be unable to deliver and fund a high quality value enhancing transaction to stockholders despite the extension.

Therefore, on December 18, 2023, OHAA determined not to further extend the term it had to complete an initial business combination and instead announced its intention to dissolve and liquidate.

On December 28, 2023, all OHAA Class A ordinary shares were cancelled with shareholders receiving their respective share redemption amounts.

Accordingly, there were no “Redeemable non-controlling interests” or restricted cash balances associated with the publicly held OHAA Class A ordinary shares recorded on the Company’s consolidated balance sheet as of December 31, 2023.

OHAA was dissolved in March 2024.

Oppenheimer Principal Investments LLC

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

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

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

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

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

purchase of an investment or consideration earned in lieu of an investment banking fee or other transaction fee.

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

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

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On December 29, 2023, the Company acquired 100 % of the membership interests of BondWave LLC, a cloud-based financial markets software as a service provider that offers institutions active in fixed income markets with an integrated suite of portfolio analytics, transaction analytics and proprietary data solutions.

Under the terms of the agreement, the Company paid approximately $ 3.6 million on closing, with the potential for additional contingent payments to be made within 18 months after the closing date.

Under the terms of the agreement, the Company paid approximately $ 3.6 million on closing, with additional contingent payments made subsequent to closing.

The Company has no further contingent payment obligations related to this transaction.

The Company allocated $ 4.3 million of the purchase price to goodwill, $ 2.2 million to definite-lived intangible assets, $ 625,000 to cash acquired and the remainder to other assets acquired and liabilities assumed as part of the acquisition accounted under ASC 805 ,“Business Combinations” ("ASC 805").

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

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

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

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

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The expected loss rate is based on historical collection rates of defaulted notes.

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

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

For the year ended December 31, 2025, no adjustments were made to the expected loss rates.

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

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

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

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

As of December 31, 2025, the balance of defaulted notes was $ 3.5 million and the allowance for uncollectibles was $ 2.1 million.

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(Expressed in thousands)

As of December 31, 2024

December 31, 2025

2020 and prior 1,189

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$ 2,815 $ 3,869

Additions 186 847

Write-offs ( 884 ) ( 1,901 )

Recoveries $ 847 $ 962

Ending balance

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

The Company leases its corporate headquarters at 85 Broad Street, New York, New York which houses its executive management team and many administrative functions for the Company as well as its research, trading, investment banking, and asset management divisions and an office in Troy, Michigan, which among other things, houses its payroll and human resources departments.

The Company leases its corporate headquarters at 85 Broad Street, New York, New York which houses its executive management team and many administrative functions for the Company as well as its research, trading, investment banking, and asset management businesses and an office in Troy, Michigan, which among other things, houses its payroll and human resources departments.

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

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Substantially all of the leases are held by the Company's subsidiary, Viner Finance Inc., which is a wholly owned subsidiary of the Company.

Leases with an initial term of 12 months or less are not recorded on the balance sheet;

Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet;

the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

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For the Year Ended

December 31, 2024 For the Year Ended

December 31, 2025

For the Year Ended

December 31, 2024

Operating lease costs:

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The maturities of lease liabilities as of December 31, 2025 are as follows:

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

(Expressed in thousands)

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($ 6.9 million as of December 31, 2024).

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Revenue from contracts with customers

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

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

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

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Both management and performance fees are generally received within 90 days.

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Investment Banking

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Fees are earned over time and are generally received within 30 days.

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Disaggregation of Revenue

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Total revenue $ 1,035,403 $ 591,315 $ 11,353 $ 1,638,071

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

(Expressed in thousands) For the Year Ended December 31, 2024

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Total revenue $ 972,052 $ 447,579 $ 12,865 $ 1,432,496

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Contract Assets and Liabilities

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The Company had no significant impairments related to these receivables during the years ended December 31, 2025 and 2024.

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

Total deferred revenue was $ 930,000 and $ 1,118,000 for the years ended December 31, 2024 and 2023, respectively.

Deferred revenue relates to software license fees received upfront from customers, retainer fees, and other fees earned from certain advisory transactions where the performance obligations have not yet been satisfied.

Total deferred revenue was $ 2.1 million and $ 0.9 million for the years ended December 31, 2025 and 2024, respectively.

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

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

(Expressed in thousands) As of

December 31, 2024 December 31, 2023

December 31, 2025

December 31, 2024

Commission (1)

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Advisory fees (3)

24,166 11,271

Bank deposit sweep income (4)

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Notes to Consolidated Financial Statements

Receivable from and payable to brokers, dealers and clearing organizations

Receivables from and payables to brokers, dealers and clearing organizations

(Expressed in thousands)

As of December 31,

Receivable from brokers, dealers and clearing organizations consists of:

Receivables from brokers, dealers and clearing organizations consists of:

Securities borrowed $ 160,006 $ 137,177

Receivable from brokers 59,487 65,639

Receivables from brokers 51,080 59,487

Securities failed to deliver 2,583 8,459

3 unchanged sentences

Total $ 260,001 $ 241,478

Payable to brokers, dealers and clearing organizations consists of:

Payables to brokers, dealers and clearing organizations consists of:

Securities loaned $ 370,331 $ 235,498

Payable to brokers 607 447

Payables to brokers 728 607

Securities failed to receive 18,937 14,757

1 unchanged sentence

Total $ 397,997 $ 253,816

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

(2) As of December 31, 2023, approximately $ 48.4 million of this balance represents a payable for trades executed, but not yet settled.

(1) As of December 31, 2025, approximately $ 14.8 million of this balance represents a receivable for trades executed, but not yet settled ($ 15.4 million as of December 31, 2024)

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Fair value measurements

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

As of December 31, 2024 and December 31, 2023, the Company had $ 2.7 million and $ 2.7 million respectively, of auction rate securities in Level 3 assets.

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

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

As of December 31, 2025, the Company had $ 2.1 million and $ 1.2 million of convertible notes and equity security warrants, respectively, in Level 3 assets.

As of December 31, 2024, the Company had no convertible notes or equity security warrants classified in Level 3.

Additionally, the Company classified a $ 17.0 million equity security associated with a consolidated private equity fund sponsored by the Company within Level 3 of the fair value hierarchy due to use of unobservable pricing inputs.

Derivative financial instruments

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

The Company classifies exchange-traded derivative financial instruments such as futures contracts in Level 1 of the valuation hierarchy.

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

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

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

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

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

As of December 31, 2025, the Company had no trade claims.

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

10 unchanged sentences

Notice Period

Hedge funds (1)

$ 283 $ — Quarterly - Annually 30 - 120 Days

Private equity funds (2)

1 unchanged sentence

$ 5,555 $ 741

(1) Hedge funds represent investments in credit driven strategies.

(2) Private equity funds include portfolios focused on technology, infrastructure, real estate, natural resources and specific co- investment opportunities

11 unchanged sentences

(1) Hedge funds represent investments in credit driven strategies

(2) Private equity funds include portfolios focused on technology, infrastructure, real estate, natural resources and specific co- investment opportunities

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

(2) Includes private equity funds and private equity fund of funds with diversified portfolios, focusing on but not

limited to technology companies, venture capital and global natural resources.

Assets and Liabilities Measured at Fair Value

8 unchanged sentences

Agency securities — 5,925 — 5,925

Sovereign obligations — 1,223 — 1,223

Corporate debt and other obligations — 3,989 2,064 6,053

8 unchanged sentences

1,600 13,695 17,000 32,295

Trade claims (1)

Derivative contracts:

TBAs — 34 — 34

Derivative contracts, total — 34 — 34

Total $ 1,214,360 $ 77,058 $ 20,362 $ 1,311,780

2 unchanged sentences

Agency securities — 1 — 1

Sovereign obligations — 2,410 — 2,410

Corporate debt and other obligations — 1,965 — 1,965

3 unchanged sentences

Derivative contracts:

1,071 — — 1,071

Futures 133 — — 133

TBAs — 27 — 27

Derivative contracts, total 133 27 — 160

1 unchanged sentence

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

(2) Included in receivable/payable to brokers, dealers and clearing organizations.

(2) Included in receivables / payables to brokers, dealers and clearing organizations

OPPENHEIMER HOLDINGS INC.

18 unchanged sentences

978 17,005 — 17,983

Securities purchased under agreements to resell — 5,842 5,842

Derivative contracts:

Futures 2 — — 2

TBAs — 11 — 11

Derivative contracts, total 2 11 — 13

Trade claims (1)

— — 2,684 2,684

Total $ 1,055,893 $ 96,147 $ 5,336 $ 1,157,376

1 unchanged sentence

Treasury securities $ 82,767 $ — $ — $ 82,767

Agency securities — 4 — 4

Corporate debt and other obligations — 11 — 11

Mortgage and other asset-backed securities — 2 — 2

Convertible bonds — 4,998 — 4,998

6 unchanged sentences

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

(2) Included in receivable/payable to brokers, dealers and clearing organizations.

(2) Included in receivables / payables to brokers, dealers and clearing organizations

OPPENHEIMER HOLDINGS INC.

11 unchanged sentences

2,652 206 — ( 2,730 ) — 128

Private equity securities (3)

— — 17,000 — — 17,000

Corporate equities — — 1,170 — — 1,170

Corporate debt and other obligations — 234 1,830 — — 2,064

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

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

(3) Represents equity security associated with a consolidated private equity fund sponsored by the Company

(Expressed in thousands)

5 unchanged sentences

In / (Out) Ending

Trade claims $ — $ — $ 1,427 $ — $ 1,257 $ 2,684

Auction rate securities (1)

2 unchanged sentences

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

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Financial Instruments Not Measured at Fair Value

2 unchanged sentences

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

The fair value of the Company's senior secured notes, categorized in Level 2 of the fair value hierarchy, is based on quoted prices from the market in which the notes trade.

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Assets and liabilities not measured at fair value as of December 31, 2025

3 unchanged sentences

Deposits with clearing organizations 79,611 79,611 — — 79,611

Receivable from brokers, dealers and clearing organizations:

Receivables from brokers, dealers and clearing organizations:

Securities borrowed 160,006 — 160,006 — 160,006

3 unchanged sentences

259,967 — 259,967 — 259,967

Receivable from customers 1,268,866 — 1,268,866 — 1,268,866

Receivables from customers 1,415,049 — 1,415,049 — 1,415,049

Notes receivable, net 57,965 — 57,965 — 57,965

Corporate-owned life insurance 98,828 98,828 98,828

Company-owned life insurance 109,094 — 109,094 — 109,094

Investments (1)

1 unchanged sentence

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

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

(Expressed in thousands) Fair Value Measurement:

4 unchanged sentences

Securities loaned 370,331 — 370,331 — 370,331

Payable to brokers 607 — 607 — 607

Payables to brokers 728 — 728 — 728

Securities failed to receive 18,937 — 18,937 — 18,937

3 unchanged sentences

Securities sold under agreements to repurchase 997,192 — 997,192 — 997,192

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

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

3 unchanged sentences

Deposits with clearing organization 70,838 70,838 — — 70,838

Receivable from brokers, dealers and clearing organizations:

Receivables from brokers, dealers and clearing organizations:

Securities borrowed 137,177 — 137,177 — 137,177

1 unchanged sentence

Securities failed to deliver 8,459 — 8,459 — 8,459

Clearing organizations 30,780 — 30,780 — 30,780

Clearing organizations and other 36,355 — 36,355 — 36,355

241,478 — 241,478 — 241,478

Receivable from customers 1,059,892 — 1,059,892 — 1,059,892

Receivables from customers 1,268,866 — 1,268,866 — 1,268,866

Notes receivable, net 67,931 — 67,931 — 67,931

Corporate-owned life insurance 88,989 88,989 88,989

Company-owned life insurance 98,828 — 98,828 — 98,828

Investments (1)

1 unchanged sentence

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

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

(Expressed in thousands) Fair Value Measurement:

1 unchanged sentence

Drafts payable $ 21,661 $ 21,661 $ — $ — $ 21,661

Bank call loans 252,100 — 252,100 — 252,100

Payables to brokers, dealers and clearing organizations:

Securities loaned 235,498 — 235,498 — 235,498

Payable to brokers 447 — 447 — 447

Payables to brokers 607 — 607 — 607

Securities failed to receive 14,757 — 14,757 — 14,757

Other 51,912 — 51,912 — 51,912

Clearing organizations and other 1,883 — 1,883 — 1,883

252,745 — 252,745 — 252,745

1 unchanged sentence

Securities sold under agreements to repurchase 931,754 — 931,754 — 931,754

Senior secured notes 113,050 — 109,838 — 109,838

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Derivative Instruments and Hedging Activities

13 unchanged sentences

Treasury notes, Federal Funds, General Collateral futures and Eurodollar contracts primarily as an economic hedge of interest rate risk associated with government trading activities.

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

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

To-be-announced securities

2 unchanged sentences

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

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

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

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

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

11 unchanged sentences

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

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

(Expressed in thousands)

3 unchanged sentences

Other contracts TBAs $ 360 $ —

Commodity contracts Futures 5,000 2

Derivatives not designated as hedging instruments (1)

5 unchanged sentences

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

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

The following table presents the location and fair value amounts of the Company's derivative instruments and their effect in the consolidated income statements for the years ended December 31, 2025 and 2024:

4 unchanged sentences

Commodity contracts Futures Principal transactions revenue $ ( 189 )

Other contracts Foreign exchange forward contracts Other revenue ( 10 )

TBAs Principal transactions revenue 1

Other contracts TBAs Principal transactions revenue 17

(Expressed in thousands)

1 unchanged sentence

For the Year Ended December 31, 2024

Types Description Location Net Gain

Types Description Location Net Gain (Loss)

Commodity contracts Futures Principal transactions revenue $ 3,083

1 unchanged sentence

TBAs Principal transactions revenue 1

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Collateralized transactions

5 unchanged sentences

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

As of December 31, 2024 and 2023, the outstanding balance of bank call loans was $ 252.1 million and 0 , respectively.

As of December 31, 2025 and 2024, the outstanding balance of bank call loans was $ 76.8 million and $ 252.1 million, respectively.

As of December 31, 2025, such loans with commercial banks were collateralized by the Company's securities and margin account securities with market values of approximately $ 16.0 million and $ 69.8 million, respectively.

6 unchanged sentences

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

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

The following table presents a disaggregation of the gross obligation by the class of collateral pledged and the remaining contractual maturity of the repurchase agreements and securities loaned transactions as of December 31, 2025:

6 unchanged sentences

Gross amount of recognized liabilities for repurchase agreements and securities loaned $ 1,543,288

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

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

12 unchanged sentences

Total $ 335,771 $ ( 175,765 ) $ 160,006 $ ( 152,278 ) $ — $ 7,728

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

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

Gross Amounts Not Offset

10 unchanged sentences

Total $ 1,543,288 $ ( 175,765 ) $ 1,367,523 $ ( 1,355,006 ) $ — $ 12,517

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

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

As of December 31, 2024

10 unchanged sentences

Total $ 205,232 $ ( 68,055 ) $ 137,177 $ ( 130,568 ) $ — $ 6,609

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

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

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

Gross Amounts Not Offset

10 unchanged sentences

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

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

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

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

The Company receives collateral in connection with securities borrowed and reverse repurchase agreement transactions and customer margin loans.

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

As of December 31, 2024, the fair value of securities received as collateral under securities borrowed transactions and reverse repurchase agreements was $ 131.7 million ($ 151.9 million as of December 31, 2023) and $ 68.1 million ($ 8.8 million as of December 31, 2023), respectively, of which the Company has sold and re-pledged approximately $ 39.2 million ($ 61.5 million as of December 31, 2023) under securities loaned transactions and $ 68.1 million under repurchase agreements ($ 8.8 million as of December 31, 2023).

As of December 31, 2025, the fair value of securities received as collateral under securities borrowed transactions and reverse repurchase agreements was $ 153.3 million ($ 131.7 million as of December 31, 2024) and $ 175.8 million ($ 68.1 million as of December 31, 2024), respectively, of which the Company has re-pledged approximately $ 49.1 million ($ 39.2 million as of December 31, 2024) under securities loaned transactions and $ 175.8 million under repurchase agreements ($ 68.1 million as of December 31, 2024).

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

The carrying value of pledged securities owned that can be sold or re-pledged by the counterparty was $ 1.0 billion, as presented on the face of the consolidated balance sheet as of December 31, 2024 ($ 689.4 million as of December 31, 2023).

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

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

6 unchanged sentences

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

Included in receivable from brokers, dealers and clearing organizations as of December 31, 2024 were receivables f ro m three major U.S.

Included in receivables from brokers, dealers and clearing organizations as of December 31, 2025 were receivables f ro m four major U.S.

broker-dealers totaling approximately $ 117.8 million.

Included in receivable from customers as of December 31, 2024 were fully secured margin loans from our two largest customer accounts totaling approximately $ 666.1 million, comprising 52 % of total margin loans.

Included in receivables from customers as of December 31, 2025 were fully secured margin loans from our two largest customer accounts totaling approximately $ 674.9 million, comprising 47.8 % of total margin loans.

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

2 unchanged sentences

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

With respect to its business in reverse repurchase and repurchase agreements, substantially all open contracts as of December 31, 2024 are with the FICC .

With respect to its business in reverse repurchase and repurchase agreements, all open contracts as of December 31, 2025 are with the FICC .

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

3 unchanged sentences

Accordingly, the Company has credit exposures with these clearing brokers.

The clearing brokers can re-

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

hypothecate the securities held on behalf of the Company.

The clearing brokers can re-hypothecate the securities held on behalf of the Company.

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

1 unchanged sentence

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

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Variable interest entities ("VIEs")

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

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

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

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

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

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

The subsidiaries' general and limited partnership interests and additional capital commitments represent its maximum exposure to loss.

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

In addition, the Company previously served as general partner of Oppenheimer Acquisition LLC I and Oppenheimer Acquisition LLC II (the "Sponsors").

They were sponsors of two special purpose acquisition companies, OHAA and Oppenheimer Acquisition Corp.

II (the "SPACs”).

Both the Sponsors and the SPACs have been liquidated.

See note 2 for further details.

The following table sets forth the total assets and liabilities of VIEs consolidated on our consolidated balance sheet:

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

Upon initial formation, the Company or its affiliates may provide loans to these funds to finance the purchase of underlying investments.

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

In November 2025, such a loan was made to a private equity fund.

As of December 31, 2025, $ 5.0 million of the loan was outstanding ( none outstanding as of December 31, 2024).

The Company determined that this fund meets the definition of a VIE because a simple majority of the underlying investors (equity holders) do not have the ability to remove the Managing Member.

Since an affiliate of the Company serves as the Managing Member and has the power to direct the activities that most significantly impact the fund's economic performance, the Company concluded it is the primary beneficiary and consolidated the fund as of December 31, 2025.

The assets of the VIE can only be used to settle the obligations of the VIE.

The following table sets forth the total assets and liabilities of the VIE consolidated on our consolidated balance sheet.

(Expressed in thousands)

1 unchanged sentence

Cash and cash equivalents $ 250 —

Restricted Cash — —

Other assets 18,350 —

2 unchanged sentences

Total Liabilities $ 34 $ —

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

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

As of December 31, 2025, the Company does not have any investments and capital commitments to these funds.

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

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

(Expressed in thousands)

As of December 31,

Assets $ 3,234 $ —

Liabilities — —

Unfunded commitments — —

Maximum loss exposure $ 3,234 $ —

OPPENHEIMER HOLDINGS INC.

19 unchanged sentences

Interest expense for the year ended December 31, 2025 on bank call loans was $ 13.7 million ($ 9.9 million in 2024 and $ 2.9 million in 2023).

Long-term debt

(Expressed in thousands)

Issued December 31, 2024 December 31, 2023

5.50 % Senior Secured Notes

$ — $ 113,050

Unamortized Debt Issuance Cost — ( 392 )

$ — $ 112,658

5.50 % Senior Secured Notes due 2025 (the "Notes")

On September 22, 2020, in a private offering, the Company issued $ 125.0 million aggregate principal amount of 5.50 % Senior Secured Notes due 2025 (the "Unregistered Notes") under an indenture at an issue price of 100 % of the principal amount.

The Company used the net proceeds from the offering of the Unregistered Notes, along with cash on hand, to redeem in full our 6.75 % Senior Secured Notes due July 1, 2022 (the "Old Notes") in the principal amount of $ 150.0 million (the Company held $ 1.4 million in treasury for a net outstanding amount of $ 148.6 million), and pay all related fees and expenses in relation thereto.

On November 23, 2020, we completed an exchange offer in which we exchanged 99.8 % of the Unregistered Notes for a like principal amount of notes (the "Notes") with identical terms, except that such new notes have been registered under the Securities Act of 1933, as amended (the "Securities Act").

We did not receive any proceeds in the exchange offer.

The Notes had a stated maturity of October 1, 2025 and bore interest at a rate of 5.50 % per annum, payable semiannually on April 1st and October 1st, respectively, of each year.

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

On September 19, 2024, the Company issued a notice of redemption to the holders of its Notes stating that it intended to redeem all of the $ 113.05 million aggregate principal amount of the Notes outstanding on October 10, 2024.

The Company had previously repurchased and retired $ 11.95 million of the Notes through open market purchases completed in 2022 and 2023.

On October 10, 2024, the Company completed its redemption of all of the $ 113.05 million aggregate principal amount of the Notes outstanding at a redemption price equal to 100 % of the principal amount of the Notes redeemed, plus accrued and unpaid interest.

Interest expense on the Notes for the year ended December 31, 2024 was $ 4.8 million ($ 6.2 million for the year ended December 31, 2023).

Interest paid on the Notes for the year ended December 31, 2024 was $ 4.8 million ($ 6.2 million for the year ended December 31, 2023).

Stockholders' Equity

11 unchanged sentences

Stock buy-back

On February 28, 2022, the Company announced that its Board of Directors approved a share repurchase program that authorizes the Company to purchase up to 518,000 shares of the Company's Class A Stock, representing approximately 4.2 % of its 12,322,073 then issued and outstanding shares of Class A Stock.

This authorization supplemented the 12,407 shares that remained authorized and available under the Company's previous share repurchase program for a total of 530,407 shares authorized and available for repurchase at February 28, 2022.

On May 24, 2022, the Company announced that its Board of Directors approved a share repurchase program that authorizes the Company to purchase up to 550,000 shares of the Company's Class A Stock, representing approximately 4.6 % of its 11,863,559 then issued and outstanding shares of Class A Stock.

This authorization supplemented the 71,893 shares that remained authorized and available under the Company's previous share repurchase program for a total of 621,893 shares authorized and available for repurchase at May 24, 2022.

On July 29, 2022, the Company's Board of Directors approved a share repurchase program that authorizes the Company to purchase up to 536,500 shares of the Company's Class A Stock, representing approximately 4.8 % of its 11,251,930 then issued and outstanding shares of Class A Stock.

This authorization supplemented the 4,278 shares that remained authorized and available under the Company's previous share repurchase program for a total of 540,778 shares authorized.

On December 13, 2022, the Company's Board of Directors approved a share repurchase program that authorizes the Company to purchase up to 543,000 shares of the Company's Class A Stock, representing approximately 5.0 % of its 10,867,660 then issued and outstanding shares of Class A Stock.

This authorization supplemented the 144,034 shares that remained authorized and available under the Company's previous share repurchase program for a total of 687,034 shares authorized.

On May 31, 2023, the Company announced the commencement of a modified “Dutch Auction” tender offer to purchase up to $ 30.0 million of its Class A Stock at a price not less than $ 34.00 per share or more than $ 40.00 per share.

The Company completed its repurchases pursuant to the tender offer on July 6, 2023, when it successfully repurchased and cancelled 437,183

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

shares of Class A Stock at $ 40.00 per share for an aggregate purchase price of $ 17.49 million.

As a result, the Company had 10,447,392 shares outstanding on July 6, 2023 after the purchase.

During the year ended December 31, 2023, the Company purchased and canceled an aggregate of 1,684,287 shares of Class A Stock for a total consideration of $ 60.6 million ($ 36.00 per share) under its share repurchase program.

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

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

1 unchanged sentence

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

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

During the year ended December 31, 2025, the Company purchased and canceled an aggregate of 46,292 shares of Class A Stock for a total consideration of $ 3.0 million ($ 64.36 per share) under its share repurchase program.

As of December 31, 2025, 451,601 shares remained available to be purchased under the share repurchase program.

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

All shares purchased will be canceled.

6 unchanged sentences

In 2023, the Company paid cash dividends of $ 0.60 per share in the aggregate amount of $ 6.5 million.

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

On December 12, 2025, the Company announced a special cash dividend in the amount of $ 1.00 per share, payable on January 9, 2026 to holders of record of Class A Stock and Class B Stock as of the close of business on December 26, 2025.

Additionally, on January 30, 2026, the Company announced a quarterly dividend in the amount of $ 0.18 per share, payable on February 27, 2026 to holders of record of Class A Stock and Class B Stock on the close of business on February 13, 2026.

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Earnings per share

14 unchanged sentences

Diluted $ 13.04 $ 6.37 $ 2.59

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

(1) For the year ended December 31, 2024, there were no shares of Class A Stock with an anti-dilutive effect granted under share-based compensation arrangements.

(1) For the year ended December 31, 2025, the diluted net income per share computation did not include the anti-dilutive effect of 6,500 shares of Class A Stock granted under share-based compensation arrangements.

For the year ended December 31, 2024, there were no shares of Class A Stock with an anti-dilutive effect granted under share-based compensation arrangements.

For the year ended December 31, 2023, the diluted net income per share computation did not include the anti-dilutive effect of 115,950 shares of Class A Stock granted under share-based compensation arrangements.

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Income tax expenses shown in the consolidated income statements are reconciled to amounts of tax that would have been payable from the application of the federal tax rate to pre-tax profit, as follows:

6 unchanged sentences

federal income tax benefits (1)

Unrecognized tax benefit 15 — % 45 0.1 % 180 0.4 %

Valuation allowance 2,079 2.0 % 964 2.1 % 1,054 2.3 %

Non-taxable income ( 1,094 ) ( 1.0 ) % ( 964 ) ( 2.1 ) % ( 1,083 ) ( 2.4 ) %

Provision to return adjustments ( 95 ) ( 0.1 ) % ( 812 ) ( 1.7 ) % ( 316 ) ( 0.7 ) %

Change in state and foreign tax rates 451 0.4 % ( 514 ) ( 1.1 ) % ( 660 ) ( 1.4 ) %

Foreign tax rate differentials ( 339 ) ( 0.3 ) % ( 146 ) ( 0.3 ) % ( 285 ) ( 0.6 ) %

12,351 5.8 % 7,062 6.6 % 1,805 3.9 %

Foreign tax effects

United Kingdom

Changes in valuation allowances 2,638 1.2 % 1,869 1.8 % 1,945 4.2 %

Statutory tax rate difference between United Kingdom and U.S.

( 500 ) ( 0.2 ) % ( 370 ) ( 0.3 ) % ( 203 ) ( 0.4 ) %

Other 102 0.0 % 592 0.5 % ( 358 ) ( 0.8 ) %

Other foreign jurisdictions 295 0.1 % 257 0.2 % ( 159 ) ( 0.3 ) %

Non-taxable or non-deductible items

Executive compensation 4,910 2.4 % 2,747 2.6 % 1,514 3.2 %

Meals and entertainment expenses 974 0.5 % 853 0.8 % 726 1.6 %

Fine and penalties — — % 364 0.3 % 2,859 6.1 %

Transit and parking expenses 505 0.2 % 492 0.5 % 501 1.1 %

Insurance proceeds ( 664 ) ( 0.3 ) % ( 885 ) ( 0.8 ) % ( 511 ) ( 1.1 ) %

Interest income ( 222 ) ( 0.1 ) % ( 209 ) ( 0.2 ) % ( 453 ) ( 1.0 ) %

Other 74 0.0 % 68 0.1 % 28 ( 0.1 ) %

Excess tax benefits from share-based awards ( 1,547 ) ( 0.7 ) % ( 671 ) ( 0.6 ) % ( 1,317 ) ( 2.8 ) %

Non-deductible executive compensation 2,747 2.6 % 1,514 3.2 % 1,605 3.5 %

Other non-deductible expenses 2,362 2.1 % 3,833 8.1 % 813 1.6 %

Other adjustments ( 28 ) 0.0 % 147 0.1 % 315 0.7 %

Total income taxes $ 63,232 29.9 % $ 34,510 32.6 % $ 16,498 35.3 %

(1) State and local taxes in New York, California, Florida, Pennsylvania and New Jersey comprised the majority (greater than 50 percent) of the tax effect in this category

The effective income tax rate for the year ended December 31, 2025 was 29.9 % compared with 32.6 % for the year ended December 31, 2024.

The tax rate in the 2025 year improved as the impact of certain unfavorable permanent items and nondeductible foreign losses was reduced due to higher income levels in the current period.

Pre-tax income from continuing operations included in the consolidated income statements represent the following:

(Expressed in thousands)

For the Years Ended December 31,

2025 2024 2023

Pre-tax income from continuing operations

$ 214,443 $ 106,969 $ 41,926

Foreign ( 3,251 ) ( 1,212 ) 4,844

Total pre-tax income from continuing operations $ 211,192 $ 105,757 $ 46,770

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Income tax expenses included in the consolidated income statements represent the following:

2 unchanged sentences

2025 2024 2023

Current tax expense

federal tax $ 42,943 $ 22,249 $ 6,967

State and local tax 14,330 7,459 2,137

operations 1,250 937 1,129

Total Current 30,958 10,041 28,059

Foreign 1,127 1,250 937

Total current tax expense 58,400 30,958 10,041

Deferred tax expenses (benefit)

federal tax 3,524 2,323 5,207

State and local tax 1,676 1,262 919

operations ( 33 ) 331 343

Total Deferred 3,552 6,457 ( 14,615 )

Total $ 34,510 $ 16,498 $ 13,444

Pre-tax loss with respect to non-U.S.

operations was $ 1.2 million for the year ended December 31, 2024.

Pre-tax income with respect to non-U.S.

operations was $ 4.8 million for the year ended December 31, 2023.

Pre-tax loss with respect to non-U.S.

operations was $ 7.7 million for the year ended December 31, 2022.

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

The effective income tax rate for the year ended December 31, 2024 was 32.6 % compared with 35.3 % for the year ended December 31, 2023.

The higher tax rate in the 2024 year was primarily due to the absence of the non-deductible of $ 13.0 million regulatory settlement, which was recorded in 2023.

Foreign ( 368 ) ( 33 ) 331

Total deferred tax expense (benefit) 4,832 3,552 6,457

Total income tax expense (benefit) $ 63,232 $ 34,510 $ 16,498

Deferred income taxes reflect the net tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when such differences are expected to reverse.

6 unchanged sentences

Net operating losses and credits 17,130 13,822

Receivable reserves 925 1,259

Receivables reserves 679 925

Accrued expenses 297 1,284

Auction rate securities reserves — 62

Involuntary conversion 1,693 1,696

6 unchanged sentences

Partnership investments 31,390 28,967

Corporate-owned life insurance 16,619 14,180

Company-owned life insurance 19,450 16,619

Depreciation 4,238 3,151

5 unchanged sentences

These net operating losses carry forward indefinitely and are not subject to expiration, provided that these subsidiaries and their underlying businesses continue operating normally (as is anticipated).

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

As of December 31, 2025, the Company had deferred tax assets of $ 13.1 million arising from net operating losses incurred by Oppenheimer Europe Ltd.

7 unchanged sentences

The Company has unrecognized tax benefits of $ 1.5 million, $ 1.3 million and $ 1.2 million as of December 31, 2025, 2024 and 2023, respectively (as shown on the table below).

Included in the balance of unrecognized tax benefits as of December 31, 2024 and 2023 were $ 994,000 and $ 977,000 , respectively, of tax benefits for either year that, if recognized, would affect the effective tax rate.

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Included in the balance of unrecognized tax benefits as of December 31, 2025 and 2024 were $ 1.2 million and $ 994,000 , respectively, of tax benefits for either year that, if recognized, would affect the effective tax rate.

During the year ended December 31, 2025, the Company adde d $ 0.8 million and released $ 0.6 million related to state and local tax matters.

The Company does not believe any unrecognized tax benefit will significantly increase or decrease within twelve months.

A reconciliation of the beginning and ending amount of unrecognized tax benefit follows:

9 unchanged sentences

As of December 31, 2025 and 2024, the Company had an income tax-related interest payable of $ 269,000 and $ 325,000 , respectively, on its consolidated balance sheets.

Income taxes paid during the year included in the consolidated statement of cash flows represent the following:

(Expressed in thousands)

For the Years Ended December 31,

2025 2024 2023

Federal $ 34,364 $ 18,717 $ 11,520

New York State 2,883 * 3,530

New York City * * 2,499

Others 7,219 1,430 1,798

10,102 1,430 7,827

Foreign 1,675 1,125 1,229

Total $ 46,141 $ 21,272 $ 20,576

(*) The amount of income taxes paid during this year does not meet the 5% disaggregation threshold for this jurisdiction

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Employee compensation plans

7 unchanged sentences

Pursuant to the 2014 OIP, the Compensation Committee of the Board of Directors of the Company (the "Committee") was permitted to grant options to purchase Class A Stock ("stock options"), Class A Stock awards and restricted Class A Stock (collectively "restricted stock awards") to or for the benefit of employees and non-employee directors of the Company and its subsidiaries as part of their compensation.

Restricted stock awards were generally awarded for a three or five year term and fully vest at the end of the term.

Restricted stock - The Company has granted restricted stock awards pursuant to the 2014 OIP.

The following table summarizes the status of the Company's non-vested restricted Class A Stock awards under the 2014 OIP for the year ended December 31, 2024:

On March 1, 2024, the Company adopted the Oppenheimer Holdings Inc.

2024 Incentive Plan (the "2024 OIP").

The 2024 OIP received stockholder approval at the Company's Annual Meeting of Stockholders on May 6, 2024.

The 2024 OIP replaced the 2014 OIP, which expired by its terms on February 26, 2024.

Holders of the Class B Stock of the Company approved for registration 1,000,000 shares of Class A Stock under the 2024 OIP.

As of December 31, 2025, the number of shares of Class A Stock available under the 2024 plan, but not yet awarded, was 771,375 .

Restricted stock - Restricted stock awards were generally awarded for a three or five year term and fully vest at the end of the term.

The following table summarizes the status of the Company's non-vested restricted Class A Stock awards under the 2014 OIP and 2024 OIP for the year ended December 31, 2025:

Number of Class

1 unchanged sentence

Value Per Share Weighted Average Remaining

Nonvested at beginning of year 1,589,414 $ 32.92 1.6 years

Non-vested at beginning of year 1,434,968 $ 35.42 1.6 years

Granted 227,625 69.89 2.7 years

1 unchanged sentence

Forfeited ( 56,795 ) 47.74 —

Nonvested at end of year 1,434,968 $ 35.42 1.6 years

Non-vested at end of year 1,265,307 $ 42.71 1.4 years

As of December 31, 2025, all outstanding restricted Class A Stock awards were non-vested.

The aggregate intrinsic value of restricted Class A Stock awards outstanding as of December 31, 2025 was $ 91.5 million.

During the year ended December 31,

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

2024, the Company included $ 12.9 million ($ 13.1 million in 2023 and $ 11.5 million in 2022) of compensation expense in its consolidated income statements relating to restricted Class A Stock awards.

During the year ended December 31, 2025, the Company included $ 13.0 million ($ 12.9 million in 2024 and $ 13.1 million in 2023) of compensation expense in its consolidated income statements relating to restricted Class A Stock awards.

As of December 31, 2025, there was $ 20.5 million of total unrecognized compensation cost related to unvested restricted Class A Stock awards.

The cost is expected to be recognized over a weighted average period of 1.4 years.

On March 1, 2024, the Company adopted the Oppenheimer Holdings Inc.

2024 Incentive Plan (the "2024 OIP").

The 2024 OIP received stockholder approval at the Company's Annual Meeting of Stockholders on May 6, 2024.

The 2024 OIP replaced the 2014 OIP, which expired by its terms on February 26, 2024.

Holders of the Class B Stock of the Company approved for registration 1,000,000 shares of Class A Stock under the 2024 OIP.

As of December 31, 2024, the number of shares of Class A Stock available under the 2024 plan, but not yet awarded, was 999,000 .

On January 29, 2025, the Company awarded a total of 203,375 restricted shares of Class A Stock to current employees pursuant to the 2024 OIP.

On February 6, 2026, the Company awarded a total of 330,440 restricted shares of Class A Stock to current employees pursuant to the 2024 OIP.

Of these restricted shares, 138,685 shares will cliff vest in three years and 191,755 shares will cliff vest in five years .

These awards will be expensed over the applicable three or five year vesting period.

Stock options - The Company has granted stock options pursuant to the 2014 OIP.

There were 0 and 2,447 options outstanding as of December 31, 2024 and 2023, respectively.

During the year ended December 31, 2024, the Company included $ 2,550 ($ 8,195 in 2023 and $ 15,702 in 2022) of compensation expense in its consolidated income statement relating to the expensing of stock options.

Stock options - There were no options outstanding as of December 31, 2025 and 2024, respectively.

During the year ended December 31, 2025, there was no stock option expense ($ 2,550 in 2024 and $ 8,195 in 2023) recognized in the Company's consolidated income statement.

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Oppenheimer Holdings Inc.

Stock Appreciation Right Plan

25 unchanged sentences

(1) The expected term was determined based on the remaining life of the actual awards

(2) The volatility factor was measured using the weighted average of historical daily price changes of the

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Company's Class A Stock over a historical period commensurate to the expected term of the awards.

(3) The risk-free interest rate was based on periods equal to the expected term of the awards based on the

(2) The volatility factor was measured using the weighted average of historical daily price changes of the Company's Class A Stock over a historical period commensurate to the expected term of the awards

(3) The risk-free interest rate was based on periods equal to the expected term of the awards based on the U.S.

Treasury yield curve in effect at December 31, 2025

7 unchanged sentences

These OARs will be expensed over 5 years (the vesting period).

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Cash-based Compensation Plans

6 unchanged sentences

Deferred Compensation Plans

On October 26, 2023, the Company terminated the DIP.

All deferrals made prior to October 26, 2023 survive the termination of the DIP.

The Company maintains an Executive Deferred Compensation Plan ("EDCP") and a Deferred Incentive Plan ("DIP") in order to offer certain qualified high-performing financial advisors a bonus based upon a formula reflecting years of service, production, net commissions and a valuation of their clients' assets.

The Company maintains an Executive Deferred Compensation Plan ("EDCP") in order to offer certain qualified high-performing financial advisors a bonus based upon a formula reflecting years of service, production, net commissions and a valuation of their clients' assets.

The bonus amounts resulted in deferrals for fiscal 2025 of $ 12.9 million ($ 12.1 million for 2024 and $ 10.1 million for 2023).

2 unchanged sentences

The EDCP also includes voluntary deferrals by senior executives that are not subject to vesting.

The Company maintains a Corporate-owned life insurance policy, which is designed to hedge a portion of the EDCP obligation.

The Company maintains a company-owned life insurance policy, which is designed to hedge a portion of the EDCP obligation.

The EDCP liability is being tracked against the value of a benchmark investment portfolio held for this purpose.

1 unchanged sentence

Investment Banking and Capital Markets Deferred Compensation Plan ("CMDP") for eligible employees in the Capital Markets business segment.

As of December 31, 2024, the Company's liability with respect to the EDCP, DIP and CMDP described below totaled $ 77.8 million and is included in accrued compensation on the consolidated balance sheet as of December 31, 2024.

The Company also maintains a deferred compensation plan on behalf of certain employees who were formerly employed by CIBC World Markets.

The Company hedges this deferred compensation obligation with a portfolio of mutual fund investments.

As of December 31, 2024, the Company's liability with respect to this plan totaled $ 22.4 million.

An employee is eligible to participate in the CMDP if the employee (i) is an Investment Banking Division employee of Oppenheimer with a title of Associate or above whose previous year’s salary and bonus exceeded $ 200,000 , or (ii) is a professional working in the Oppenheimer Capital Markets Division (but not the Investment Banking Division) who is designated by the Plan Administrator (in its sole discretion) as eligible to participate in the Plan.

4 unchanged sentences

The Elective Deferral Credit is 100 % vested at all times.

The Company provides a Matching Credit of 10 % of the Elective Deferral Credit which vests on last day of the Performance Year

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

(as defined in the CMDP) attributable to the Matching Credit.

The Company provides a Matching Credit of 10 % of the Elective Deferral Credit which vests on last day of the Performance Year (as defined in the CMDP) attributable to the Matching Credit.

The Elective Deferral Credit and the Matching Credit are distributed in lump sums in the year following the fifth or tenth anniversary of the last day of the Performance Year (as defined in the CMDP), depending on the participant’s election.

For fiscal 2025, the Company’s deferral related to the CMDP totaled $ 18.7 million which is comprised of Bonus Deferral Credits.

Eligibility for Elective Deferral Credits began in 2023 for elections made by December 31, 2021.

As of December 31, 2025, the Company's liability with respect to the EDCP and CMDP totaled $ 75.2 million and is included in accrued compensation on the consolidated balance sheet as of December 31, 2025.

The Company also maintains a deferred compensation plan on behalf of certain employees who were formerly employed by CIBC World Markets.

The Company hedges this deferred compensation obligation with a portfolio of mutual fund investments.

As of December 31, 2025, the Company's liability with respect to this plan totaled $ 25.2 million.

The total amount expensed in 2025 for the Company's deferred compensation plans was $ 32.6 million ($ 38.7 million in 2024 and $ 33.6 million in 2023).

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Commitments and contingencies

1 unchanged sentence

As of December 31, 2025, the Company had no collateralized or uncollateralized letters of credit outstanding.

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

As of December 31, 2025, the Company had certain open underwriting commitments, which were subsequently settled in open market transactions and did not result in any losses.

Contingencies

4 unchanged sentences

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

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

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.

4 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.

The Company does not believe that a loss is probable or that it can reasonably estimate a loss or losses from the Liberty Capital Group v.

Oppenheimer Holdings Inc.

al and accordingly no loss accrual has currently been made for this matter.

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 $ 253 million.

This estimated aggregate range is based upon currently available information for those legal proceedings in which the Company is involved,

This estimated aggregate range is based upon currently available information for those legal proceedings in which the Company is involved, where the Company can make an estimate for such losses.

For certain cases, the Company does not believe that it can make an estimate.

The foregoing aggregate estimate is based on various factors, including the varying stages of the proceedings (including the fact that some are currently in preliminary stages), the numerous yet-unresolved issues in many of the

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

where the Company can make an estimate for such losses.

For certain cases, the Company does not believe that it can make an estimate.

proceedings and the attendant uncertainty of the various potential outcomes of such proceedings.

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

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

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

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

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

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

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

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

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

On September 13, 2022, the SEC filed a complaint against Oppenheimer in the United States District Court for the Southern District of New York (the “Court") alleging that Oppenheimer violated Section 15B(c)(1) of the Exchange Act of 1934 and Rule 15c2-12 thereunder as well as Municipal Securities Rulemaking Board ("MSRB") 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.

The settlement was subject to Oppenheimer obtaining a waiver of certain statutory disqualifications, which Oppenheimer received in December 2025.

On December 10, 2025, the Court entered a final judgment enjoining Oppenheimer from further violations of Section 15B (c) (1) of the Exchange Act as well as Rule 15c2-12 thereunder as well as MSRB Rules G-17 and G-27.

On January 7, 2026, Oppenheimer paid the $ 1.2 million fine to the SEC.

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.

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

District Court for the Southern District of New York ("District Court").

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 implied covenant of good faith and fair dealing, breach of fiduciary duties, violation of New York General Business Law (the “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 implied covenant of good faith and fair dealing, breach of fiduciary duty for advisory clients and violation of the GBL were denied.

On October 21, 2025, plaintiff moved for class certification, which Oppenheimer opposed.

On December 8, 2025, the Court issued its decision granting class certification on plaintiff’s causes of action for breach of the terms and conditions and implied covenant of good faith and fair dealing, and violation of the GBL.

The Court held that plaintiff did not have standing to assert a class claim for breach of fiduciary duty, but granted plaintiff leave to amend the complaint by December 22, 2025 to include a plaintiff with standing.

Plaintiff did not amend its complaint.

On December 22, 2025, Oppenheimer filed a petition for permission to appeal the decision granting class certification with the U.S.

Court of Appeals for the Second Circuit, which petition is currently pending.

The case is scheduled for trial commencing in June, 2026, and it is likely that a decision by the trial jury will be rendered in the District Court this fiscal year.

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

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Regulatory requirements

4 unchanged sentences

This was $ 457.8 million in excess of the minimum required net capital at that date.

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

Freedom computed its net capital requirement under the basic method provided for in the Rule, which required that Freedom maintain net capital equal to the greater of $ 100,000 or 6-2/3% of aggregate indebtedness, as defined, prior to its de-registration on January 30, 2026.

As of December 31, 2025, Freedom had net capital of $ 3.5 million, which was $ 3.4 million in excess of the $ 100,000 required to be maintained at that date.

6 unchanged sentences

was in compliance with its regulatory requirements.

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

As of December 31, 2025, the regulatory capital of Oppenheimer Investments Asia Limited was $ 3.6 million, which was $ 3.2 million in excess of the $ 385,440 required to be maintained on that date.

14 unchanged sentences

These intangible assets carried at $ 2.9 million are amortized over their estimated lives and are periodically evaluated for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable from future undiscounted cash flows.

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Segment information

6 unchanged sentences

Our Capital Markets and Corporate/Other segments were not impacted by these changes.

To provide historical information on a basis consistent with the revised segment presentation, the Company recast prior period segment results.

The Company's reportable segments are:

Wealth Management — includes commissions and fee income earned on assets under management ("AUM"), net interest earnings on client margin loans and cash balances, fees from money market funds, custodian fees, net contributions from stock loan activities and financing activities, and direct expenses;

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

Capital Markets — includes investment banking, institutional equities sales, trading, and research, taxable fixed income sales, trading, and research, public finance and municipal trading, as well as the Company's operations in the United Kingdom, Hong Kong and Israel, and direct expenses associated with this segment.

The Company does not allocate costs associated with certain infrastructure support groups that are centrally managed for its reportable segments.

Corporate/Other — The Company does not allocate costs associated with certain infrastructure support groups that are centrally managed for its reportable segments.

These areas include, but are not limited to, legal, compliance, operations, accounting, and internal audit.

14 unchanged sentences

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

OPPENHEIMER HOLDINGS INC.

Notes to Consolidated Financial Statements

(Expressed in thousands)

25 unchanged sentences

Subsequent events

The Company has performed an evaluation of events that occurred since December 31, 2024 and through the date on which the

consolidated financial statements were issued, and determined t here are no events that have occurred that would require recognition or additional disclosure except as disclosed in Note 14 and Note 17.

The Company has performed an evaluation of events that occurred since December 31, 2025 and through the date on which the consolidated financial statements were issued, and determined t here are no events that have occurred that would require recognition or additional disclosure except as disclosed in Note 13, Note 16 and Note 18.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data