What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-01 compared with 2025-10-31 · 214 added, 146 removed, 249 unchanged (59% of the section changed)

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("Oppenheimer") and Oppenheimer Asset Management Inc.

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

As of March 31, 2026, we provided our services from 88 offices in 25 states located throughout the United States and offices in Puerto Rico, Tel Aviv, Israel, Hong Kong, China, London, England, St.

Helier, Isle of Jersey and Geneva, Switzerland.

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

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

At March 31, 2026, client assets under management ("AUM") totaled $54.1 billion.

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

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

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

Client assets under administration ("AUA") as of March 31, 2026 totaled $139.8 billion.

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

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

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

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

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

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

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

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

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

At March 31, 2026, the Company employed 2,958 employees (2,920 full-time and 38 part-time), of whom 932 were financial advisors.

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.

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

We are increasingly creating and investing in private market opportunities on our own behalf and on behalf of qualified clients.

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In investment banking, we are committed to growing our footprint by adding experienced bankers within our existing industry practices as well as new industry practices where we believe we can be successful.

We continuously invest in and improve our technology platform to support client service and to remain competitive, while simultaneously managing expenses.

The Company's long-term growth plan is to continue to expand existing offices by hiring experienced professionals, qualified trainees as well as to expand through the purchase of operating branch offices from other broker-dealers or the opening of new branch offices in attractive locations, and to continue to grow and develop the existing trading, investment banking, investment advisory and other divisions.

In addition, we are committed to training younger employees throughout the organization and provide various training programs.

We find that we have overwhelming demand for entrance into each of these programs.

We continuously invest in and improve our technology platform to support client service and to remain competitive, while continuously managing expenses.

The Company's long-term growth plan is to continue to expand existing offices by hiring experienced professionals as well as expand through the purchase of operating branch offices from other broker-dealers or the opening of new branch offices in attractive locations, and to continue to grow and develop our existing trading, investment banking, investment advisory and other businesses.

We recognize employee work habits have changed in a post-pandemic world.

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

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

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

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

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

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We review potential acquisition opportunities from time to time with the aim of fulfilling the Company's strategic goals, while evaluating and managing our existing businesses.

In addition, the Company may from time to time acquire a controlling financial interest in a business or make minority private investments out of excess capital in allied or unrelated businesses with the goal of either syndicating the investment to eligible clients or retaining ownership because we believe them to be an attractive investment or offer products and services aligned with the Company's long-term business objectives.

Short-term Interest Rate Environment

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

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

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

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

While decreases in interest rates will lower fees the Company earns from FDIC-insured deposits of clients through a program offered by the Company, such decreases may be offset to a degree if the cash sweep balances increase as clients find fewer higher-yielding alternatives to deploy these balances.

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

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

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

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

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

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

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

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

Recent Changes in U.S.

Trade Policies

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

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

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

While the recent changes to U.S.

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

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

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

dollar in comparison with other major currencies.

Changes or adverse developments to U.S trade policies may also depress trading volumes as well as capital market and deal making activities, reducing our related commissions and investment banking revenues.

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

Potential Impacts of the U.S.

Government Shutdown

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

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

Furthermore, a prolonged U.S.

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

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

In addition, the Company may from time to time make an acquisition of 100% of a business or make minority private investments out of excess capital in allied or unrelated businesses with the goal of either syndicating the investment to eligible clients or retaining ownership because we believe them to be an attractive investment.

Impact of Change in Short-term Interest Rates

After lowering rates by a total of 75 basis points through three consecutive cuts in the fourth quarter of 2025, the Federal Reserve held the federal funds rate steady during its first quarter 2026 meetings, with officials indicating that any additional reductions would require clearer progress on inflation amid heightened uncertainty caused by the war in the Middle East.

The current federal funds target range remains 3.50% to 3.75%.

The Federal Reserve’s median projection continues to signal one 25 basis point rate cut for the remainder of 2026, though this outlook remains subject to change.

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

Lower rates reduce fees earned from FDIC-insured client deposits through our sweep program, though this impact may be partially offset if the cash sweep balances rise as clients encounter fewer attractive alternatives to deploy these balances.

Rate reductions also decrease the interest we charge on customer margin loans and earn on other interest-sensitive assets, negatively affecting earnings.

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

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

Gaza and Iran Regional Conflict

Ongoing conflict in the Middle East continues to create geopolitical and economic uncertainty with potential implications for the global economy as well as global markets and our business operations.

The conflict that began on October 7, 2023, when Hamas launched an attack on Israel, prompted Israeli military operations in Gaza.

Although Israel and Hamas reached a tentative ceasefire and hostage-release agreement in October 2025, the situation remains unstable, with persistent humanitarian and security concerns.

In early 2026, the regional security environment deteriorated further as hostilities expanded to include direct conflict between Israel and the United States on the one hand, and Iran, and between Israel and Lebanon.

and Israeli forces began strikes on Iran on February 28, 2026, targeting military infrastructure and key leadership, including a strike that killed Iran’s supreme leader.

These actions triggered widespread retaliation, including the closure of the Strait of Hormuz, which significantly disrupted global oil and gas supply.

While tensions have begun to ease following the recently announced ceasefire, such ceasefire remains fragile.

A renewed conflict could lead to broader regional instability affecting global trade routes, commodity prices and financial markets.

We continue to monitor developments closely and assess any potential impacts on client investments as well as our employees, operations and our activities across the Company.

Engagement in Venezuela

On January 3, 2026, the United States conducted a military operation in Venezuela that resulted in the capture of President Nicolás Maduro and his wife, who were subsequently transported to New York to face narco‑terrorism and related charges, with legal proceedings underway in Manhattan federal court.

has since asserted temporary oversight of Venezuela’s oil industry as part of a broader transition effort, contributing to elevated uncertainty in global energy markets.

In conjunction with these actions, the U.S.

Coast Guard and military forces have boarded and taken possession of multiple vessels carrying sanctioned oil.

While the Company does not have significant direct exposure to Venezuelan assets or counterparties, the heightened geopolitical uncertainty and the potential for increased volatility in global energy prices and emerging markets could influence overall market conditions.

Such developments may affect investor sentiment and trading activity, which in turn could negatively impact performance across our businesses.

A by-product of the U.S.

activity in Venezuela has effectively created an embargo on oil shipments to Cuba, further de-stabilizing that country.

Trade Policy Developments

In 2025, the United States significantly increased tariffs across a broad range of imports from almost every major trading partner.

In February 2026, the U.S.

Supreme Court struck down the administration’s 2025 International Emergency Economic Powers Act (“IEEPA”) based global tariffs in a 6-3 ruling, holding that the statute does not authorize the President to impose broad-based duties.

The decision invalidated the 10% baseline tariff on most U.S.

trading partners, as well as higher country-specific tariffs.

The Supreme Court did not address whether previously collected tariffs must be refunded, creating ongoing uncertainty.

Following the ruling, the administration imposed new temporary 10% global tariffs under Section 122 of the Trade Act of 1974.

These actions, combined with continuing legal challenges and unresolved refund questions, contribute to elevated uncertainty in trade policy.

While these developments have not materially affected the Company’s financial results to-date, sudden policy shifts — including potential retaliatory actions or new tariff announcements — may adversely impact global markets and investor sentiment, which could reduce the value of assets under management and our related advisory fees.

Despite the activities described above, the U.S.

economy has maintained relatively full employment and earnings from most sectors of the economy have remained strong defying predictions of a slowdown in economic activity.

EXECUTIVE SUMMARY

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

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

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

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

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

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

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

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

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

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

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

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

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

Notwithstanding the unfavorable impact of the “cash sweep” settlement on the Company’s overall results for the first quarter, the Firm's core businesses delivered solid operating results.

Despite an increasingly challenging geopolitical environment, the strength of our franchise proved its ability to support clients across all business environments.

The ongoing conflict with Iran disrupted global energy flows and intensified inflationary pressure on oil and gas prices, which in turn weighed negatively on the financial markets during March.

As a result of the conflict, equity markets exhibited significant volatility with indices now hovering at or near their all-time highs.

While the pre-tax results for our Wealth Management segment were lowered by the impact of our stock-based compensation program for financial advisors, underlying performance across the business remained solid.

Commission revenues benefited from heightened market volatility, which drove elevated client trading.

Although assets under management (“AUM”) eased from last quarter’s all-time highs, they remained meaningfully above prior year levels, supporting continued strength in our asset-based advisory fees.

Overall segment results were negatively impacted by higher compensation expense related to liability-based stock appreciation rights benefiting advisors that rose in value in direct correlation with the significant increase in our share price throughout the quarter.

Our Capital Markets business delivered a strong start to the year, driven by higher investment banking fees, when compared with the prior year period, reflecting the successful closing of advisory and underwriting mandates.

Sales and trading revenue within our Equities and Fixed Income businesses were also boosted by higher volatility in both the debt and equity markets.

We are pleased to have resolved the “cash sweep” litigation and to put this matter behind us.

Despite the settlement's negative impact to our quarterly results, our operating businesses performed well.

Our capital position remains robust, enabling us to return additional value to stockholders as highlighted by our announced 11.1% increase in the quarterly dividend to $0.20 per share.

Looking ahead, we remain focused on supporting our clients across the enterprise as they continue to navigate uncertain markets.

RESULTS OF OPERATIONS

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

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

The Company reported a net loss of $20.6 million or $(1.93) per share (basic and diluted) for the first quarter of 2026, compared with net income of $30.7 million or $2.93 basic earnings per share for the first quarter of 2025.

Revenue for the first quarter of 2026 was $445.1 million, an increase of 21.0%, compared to revenue of $367.8 million for the first quarter of 2025.

First quarter 2026 results were adversely affected by a $70 million (pre-tax) legal accrual for the settlement of the “cash sweep” program litigation announced on April 24, 2026 and a $22.3 million (pre-tax) expense associated with a recurring liability-based employee compensation award program for financial advisors that is tied to our stock price, which increased by $16.90 per Class A share during the quarter (from $72.29 to $89.19).

Adjusted net income (3) , a non-GAAP measure which excludes the impact of these items, was $47.5 million or $4.46 adjusted basic earnings per share for the first quarter of 2026, compared with adjusted net income of $28.6 million or $2.74 adjusted basic earnings per share for the first quarter of 2025.

Management believes these non-GAAP measures provide supplemental insight into the Firm’s core operating performance.

(Expressed in thousands, except per share amounts or otherwise indicated)

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Non-compensation expenses $ 176,095 $ 99,358 $ 76,737 77.2

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

Income tax provision $ 9,923 $ 10,862 $ (939) (8.6)

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

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

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

Pre-tax (loss) income $ (27,001) $ 41,376 $ (68,377) (165.3)

Income tax (benefit) provision $ (6,432) $ 10,721 $ (17,153) (160.0)

Net (loss) income (1)

$ (20,578) $ 30,655 $ (51,233) (167.1)

Adjusted net income (non-GAAP) (1) (3)

$ 47,491 $ 28,627 $ 18,864 65.9

(Loss) Earnings per share (basic) (1)

$ (1.93) $ 2.93 $ (4.86) (165.9)

(Loss) Earnings per share (diluted) (1)

$ (1.93) $ 2.72 $ (4.65) (171.0)

Adjusted earnings per share (basic) (non-GAAP) (1) (3)

$ 4.46 $ 2.74 $ 1.72 62.8

Adjusted earnings per share (diluted) (non-GAAP) (1) (3)

$ 4.21 $ 2.54 $ 1.67 65.7

Book value per share $ 88.95 $ 82.87 $ 6.08 7.3

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AUM ($ billions) $ 54.1 $ 48.9 $ 5.2 10.6

(1) Attributable to Oppenheimer Holdings Inc.

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

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

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

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

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

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

(3) Adjusted net income and earnings per share attributable to Oppenheimer Holdings Inc.

(a non-GAAP financial measure) excludes a $70 million (pre-tax) legal accrual related to the Company's settlement of the previously disclosed class action “cash sweep” litigation as well as compensation expense related to the recurring, mark-to-market remeasurement of liability-based stock appreciation rights totaling $22.3 million (pre-tax) that was recognized during the first quarter of 2026.

Refer to the schedule on page 44 for additional explanation of non-GAAP financial measures and a reconciliation of adjusted net income and earnings per share to U.S.

• Higher revenue in the first quarter of 2026 was driven primarily by significantly higher investment banking fees, increased transaction-based commissions and higher advisory fees reflecting growth in billable AUM

• Assets under management and administration both increased year-over-year as of March 31, 2026, primarily due to market appreciation

• Compensation expenses rose from the prior year quarter due mainly to elevated costs associated with stock appreciation rights tied to the Company's share price, higher production-related costs and greater incentive compensation accruals

• Non-compensation expenses significantly increased from the prior year quarter primarily due to higher legal costs associated with our settlement of the “cash sweep” class action litigation

• The Board of Directors increased the quarterly dividend to be paid on May 29, 2026 by 11.1% to $0.20 per common share

BUSINESS SEGMENTS

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

The table below presents information about the reported revenue and pre-tax income (loss) of the Company's reportable business segments for the three months ended March 31, 2026 and 2025:

(Expressed in thousands)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2025 2024 % Change 2025 2024 % Change

For the Three Months Ended March 31,

2026 2025 % Change

Wealth Management $ 253,680 $ 241,986 4.8

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Pre-tax income was $43.6 million in the current quarter, a decrease of 35.8% compared with a year ago.

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

Financial advisor headcount at the end of the current quarter was 932, flat when compared to 933 at the end of the first quarter of 2025.

('000s unless otherwise indicated)

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Pre-tax Margin 17.2 % 28.0 % (10.8) % (38.6)

Asset Under Administration (billions) $ 143.5 $ 129.8 $ 13.7 10.6

Asset Under Management (billions) $ 55.1 $ 49.1 $ 6.0 12.2

AUA (billions) $ 139.8 $ 129.9 $ 9.9 7.6

AUM (billions) $ 54.1 $ 48.9 $ 5.2 10.6

Cash sweep balances (billions) $ 3.0 $ 2.9 $ 0.1 3.4

• Retail commissions increased 6.1% from the prior year period primarily due to higher retail transaction volumes

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

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

• Advisory fees increased 10.0% from a year ago due to higher AUM during the billing period

• Bank deposit sweep income decreased $4.0 million from a year ago due to lower short-term interest rates

• Interest revenue decreased 2.9% from a year ago primarily due to lower short-term interest rates

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

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

• Non-compensation expenses were flat from a year ago

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

• Other revenue was relatively flat compared to the prior year period

• Compensation expenses increased 30.2% from the prior year period primarily due to elevated expenses associated with stock appreciation rights ($22.3 million for the three-months-ended March 31, 2026) and higher production-related costs

• Non-compensation expenses were flat year-over-year

The following table provides a breakdown of the change in assets under management for the three months ended March 31, 2026:

(Expressed in millions)

For the Three Months Ended September 30, 2025

For the Three Months Ended March 31, 2026

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

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* Not meaningful

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

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

• Advisory fees earned from investment banking activities increased 142.7% compared with the prior year period primarily due to higher placement fees in the technology sector and an increase in completed sell-side M&A transactions with larger associated fees in the financial institutions sector

• Equities underwriting fees increased 107.7% when compared with the prior year period, driven by higher new issuance volumes in the financial institutions sector

• Fixed income underwriting fees decreased by 49.2% from a year ago primarily due to lower public finance transaction revenue

• Equities sales and trading revenue increased 9.2% compared with the prior year period mostly due to higher overall trading volumes, including greater options-related commissions

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

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

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

• Fixed income sales and trading revenue increased 39.4% compared with a year ago largely due to higher volatility levels

• Compensation expenses increased 29.0% compared with the prior year period largely due to higher incentive compensation accruals and production-related costs

• Non-compensation expenses were flat year-over-year

Explanation of Non-GAAP Financial Measures

The Company included certain non-GAAP financial measures within Management's Discussion and Analysis to supplement the U.S.

Generally Accepted Accounting Principles ("GAAP") financial information.

Adjusted results begin with information prepared in accordance with U.S.

GAAP, and such results are adjusted to exclude certain items.

Specifically, we included non-GAAP measures that adjust the Company’s net income and earnings per share to exclude, or include, the expense associated with the settlement of the class action “cash sweep” litigation because management does not view this as ordinary-course litigation for the Company given the nature of the claims and the manner in which the action was brought.

We also included non-GAAP measures that exclude compensation expense related to the recurring, mark-to-market remeasurement of liability-based stock appreciation rights from net income and earnings per share because the period-to-period variability in this expense is largely driven by factors outside the Company’s direct control, including changes in the fair value of and underlying volatility levels in Oppenheimer Holdings Inc.’s Class A common stock price.

For this reason, management expects to provide this non-GAAP measure in future reporting periods, subject to ongoing evaluation.

The Company believes that these non-GAAP financial measures provide additional useful information for investors because they permit investors to view the Company's financial performance measures on a basis consistent with how management views the operating performance of the Firm.

These non-GAAP financial measures, when presented in conjunction with comparable U.S.

GAAP measures, are also useful to investors when comparing the Company’s results across different financial reporting periods on a consistent basis.

The following tables reconcile our non-GAAP financial measures to their respective U.S.

GAAP measures.

These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, as a substitute for, or superior to, the analysis of U.S.

GAAP financial measures.

Net (Loss) Income Attributable to Oppenheimer Holdings Inc.

and (Loss) Earnings Per Share U.S.

GAAP Reconciliation

Reconciliation of net (loss) income attributable to Oppenheimer Holdings Inc.

to adjusted net income attributable to Oppenheimer Holdings Inc., reconciliation of basic (loss) earnings per share to adjusted basic earnings per share, and reconciliation of diluted (loss) earnings per share to adjusted diluted earnings per share are as follows:

('000s, except per share amounts) For the Three Months For the Three Months

Ended March 31, 2026 Ended March 31, 2025

Net (loss) income attributable to Oppenheimer Holdings Inc.

GAAP) $ (20,578) $ 30,655

Non-GAAP adjustments:

Class action sweep litigation settlement $ 70,000 $ —

Liability-based stock appreciation rights expense

$ 22,285 $ (2,742)

Tax impact of Non-GAAP adjustments (1)

$ (24,216) $ 714

Adjusted net income attributable to Oppenheimer Holdings Inc.

(Non-GAAP) $ 47,491 $ 28,627

Basic (loss) earnings per share (U.S.

GAAP) $ (1.93) $ 2.93

Impact of Non-GAAP adjustments $ 6.39 $ (0.19)

Adjusted basic earnings per share (Non-GAAP) $ 4.46 $ 2.74

Diluted (loss) earnings per share (U.S.

GAAP) $ (1.93) $ 2.72

Impact of Non-GAAP adjustments $ 6.14 $ (0.18)

Adjusted diluted earnings per share (Non-GAAP) $ 4.21 $ 2.54

Weighted average shares outstanding

GAAP and Non-GAAP) 10,642,909 10,465,771

Diluted (U.S.

GAAP) 10,642,909 11,277,939

Diluted (Non-GAAP) (2)

11,288,897 11,277,939

(1) The tax impact is estimated using the statutory rates for the applicable entities

(2) Includes 645,988 shares which were previously anti-dilutive due to the net loss, however, the Non-GAAP adjustments result in adjusted net income and those shares are now dilutive

CRITICAL ACCOUNTING POLICIES

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

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

During the three months ended March 31, 2026, there were no material changes to matters discussed under the heading "Critical Accounting Polices" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

New Accounting Pronouncements

The following Accounting Standards Updates (“ASU”) issued by the Financial Accounting Standards Board ("FASB") have not yet been adopted by the Company:

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 certain 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 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 new guidance, which becomes effective for 2025 year-end reporting, will not have an impact on our financial position or results of operations since it only amends certain disclosures.

The following Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board ("FASB") has not yet been adopted by the Company:

ASU 2024-03 – Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

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LIQUIDITY AND CAPITAL RESOURCES

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

At March 31, 2026, total assets increased by 2.5% from December 31, 2025.

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

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

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

At March 31, 2026, the Company had an outstanding bank call loan balance of $287.9 million compared to $76.8 million at December 31, 2025.

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

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The regulatory capital requirements for Oppenheimer Europe Ltd.

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

and Oppenheimer Investments Asia Limited were $6.9 million and $382,612, respectively, at March 31, 2026.

The liquid assets at Oppenheimer Europe Ltd.

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We will continue to review our historical treatment of these earnings to determine whether our historical practice will continue or whether a change is warranted.

While the results of Oppenheimer Israel (OPCO) Ltd.

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

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

For the most part, the Company's assets consist of cash and cash equivalents and assets that it can readily convert into cash.

The receivable from brokers, dealers and clearing organizations represents deposits for securities borrowed transactions, margin deposits and current transactions awaiting settlement.

The receivable from customers represents margin balances and amounts due on transactions awaiting settlement.

The receivables from brokers, dealers and clearing organizations represent deposits for securities borrowed transactions, margin deposits and current transactions awaiting settlement.

The receivables from customers represent margin balances and amounts due on transactions awaiting settlement.

Our receivables are, for the most part, collateralized by marketable securities.

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

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

We issued $5.5 million in forgivable notes (which are inherently illiquid) to employees during the three months ended March 31, 2026 ($2.6 million for the three months ended March 31, 2025) as upfront inducements to commence or continue employment as the case may be.

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

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

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

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

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

We obtain short-term borrowings primarily through bank call loans, securities loaned and repurchase transactions.

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

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

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

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

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

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

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

At March 31, 2026, the Company had $287.9 million of bank call loans ($76.8 million at December 31, 2025).

The average daily bank loan balance outstanding for the three months ended March 31, 2026 was $172.7 million ($277.3 million for the three months ended March 31, 2025).

The largest daily bank loan balance outstanding for the three months ended March 31, 2026 was $349.3 million ($491.7 million for the three months ended March 31, 2025).

In connection with both its trading and brokerage activities, Oppenheimer borrows securities to cover short sales and to complete transactions in which customers have failed to deliver securities by the required settlement date and lends securities to other brokers and dealers for similar purposes.

Oppenheimer earns interest on its cash collateral provided and pays interest on the cash collateral received less a rebate earned for lending securities.

At March 31, 2026, securities loan balances totaled $320.2 million ($370.3 million at December 31, 2025 and $360.9 million at March 31, 2025).

The average daily securities loan balance outstanding for the three months ended March 31, 2026 was $378.9 million ($359.2 million for the three months ended March 31, 2025, respectively).

The largest daily stock loan balance for the three months ended March 31, 2026 was $468.7 million ($436.8 million for each of the three months ended March 31, 2025).

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

Repurchase and reverse repurchase agreements, primarily involving government securities, are carried at amounts at which securities subsequently will be resold or reacquired as specified in the respective agreements and include accrued interest.

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

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

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

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

Repurchase and reverse repurchase agreements are presented on a net-by-counterparty basis, when the repurchase 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 and reverse repurchase agreements exist in "book entry" form and certain other requirements are met.

At March 31, 2026, the gross balances of reverse repurchase agreements and repurchase agreements were $193.9 million and $1,162.2 million, respectively.

The average daily balance of reverse repurchase agreements and repurchase agreements on a gross basis for the three months ended March 31, 2026 was $371.9 million and $1,190.8 million, respectively ($370.5 million and $1,044 million, respectively, for the three months ended March 31, 2025).

The largest amount of reverse repurchase agreements and repurchase agreements outstanding on a gross basis during the three months ended March 31, 2026 was $734.4 million and $1,325.4 million, respectively ($663.5 million and $1,220 million, respectively, for the three months ended March 31, 2025).

Liquidity Management

We manage our liquidity to meet our current obligations and upcoming liquidity needs as well as to ensure compliance with regulatory requirements.

Our liquidity needs may be affected by market conditions, increased inventory positions, business expansion and other unanticipated occurrences.

We manage our need for liquidity on a daily basis to ensure compliance with regulatory requirements.

Our liquidity needs may be affected by market conditions, increased inventory positions or trading activity, business expansion, clearinghouse margin requirements and other unanticipated occurrences.

In the event that existing financial resources do not satisfy our liquidity needs, we may have to seek additional external financing.

The availability of such additional external financing may depend on market factors outside our control.

During the three-months ended March 31, 2026, the Company entered into a settlement covering the “cash sweep” program litigation resulting in a future cash obligation of $70 million.

Based on current liquidity levels and available sources of liquidity, management does not expect this settlement to have a material adverse effect on the Company’s liquidity position or ability to meet its ongoing cash requirements.

We have Company-owned life insurance policies which are utilized to fund certain non-qualified deferred compensation plans.

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

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

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

Regulators are increasingly focused on liquidity management and we have seen increased regulatory scrutiny of liquidity management by our industry.

Should a disruption occur in our liquidity and financing sources, we have developed a contingency funding plan that we believe would result in a reduction of assets through liquidation that would significantly reduce the Company's need for external financing.

We have long-term cash requirements of $195.7 million for operating lease obligations.

The total cash requirement for operating lease obligations is estimated to be $10.9 million for the remainder of 2025 year.

Certain policies which could provide additional liquidity if needed had a cash surrender value of $106.1 million as of March 31, 2026.

We regularly review our sources of liquidity and financing and conduct internal stress analysis to determine the impact on the Company of events that could remove sources of liquidity or financing and to plan actions the Company could take in the case of such an eventuality.

Our reviews have resulted in a contingency funding plan that we believe would result in a reduction of assets through liquidation that would significantly reduce the Company's need for external financing.

Our primary long-term cash requirements include $179.9 million of operating lease obligations.

The total cash requirement for operating lease obligations is estimated to be approximately $32.7 million for the remainder of 2026.

(Expressed in thousands)

For the Nine Months Ended September 30,

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

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

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

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

For the Three Months Ended March 31,

Cash used in operating activities $ (189,982) $ (91,740)

Cash provide by/(used in) investing activities 549 (359)

Cash provided by financing activities 185,629 95,645

Net (decrease)/increase in cash and cash equivalents $ (3,804) $ 3,546

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

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

substantially reduced settlement risks.

has substantially reduced settlement risks.

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

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Increasingly, bad actors, both domestic and international, attempt to steal personal data and/or interrupt the normal functioning of businesses through accessing individuals' and companies' files and equipment connected to the internet.

The arrival of artificial intelligence (“AI”) has made it easier for such actors to launch and successfully effectuate their desire to impact

business operations or steal monetary assets.

Recent incidents have reflected the increasing sophistication of intruders and their intent to steal personally identifiable information as well as funds and securities.

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

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

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

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

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

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

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

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

As of March 31, 2026, all of our active regulated domestic and international subsidiaries had net capital in excess of minimum requirements.

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

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Impacted entities must perform the customer and PAB reserve computations daily beginning no later than June 30, 2026.

We anticipate that the new amendments will impact our principal broker dealer and may result in an increase in required staffing levels.

The new amendments will impact Oppenheimer, our broker-dealer subsidiary.

The Company is prepared for the upcoming daily reporting.

One Big Beautiful Bill Act

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

While changes in tax law are

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

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

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

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

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

Since the impact of these changes is

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

Frequency of Reporting Requirements for Public Companies

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

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

(i) transaction volume in the securities markets, (ii) the volatility of the securities markets, (iii) fluctuations in interest rates, (iv) changes in regulatory requirements or taxation policy that could affect the cost and method of doing business, (v) general economic conditions, both domestic and international, including inflation, recession, stagflation, and changes in consumer confidence and spending, (vi) competition from existing financial institutions, new entrants and other participants in the securities markets and financial services industry, (vii) potential cybersecurity threats and attacks, (viii) legal developments affecting the litigation experience of the securities industry and the Company, (ix) changes in foreign, federal and state tax laws that could affect the popularity of products sold by the Company or impose taxes on securities transactions, (x) the adoption and implementation of the SEC’s “Regulation Best Interest” and other regulations adopted in recent years, (xi) war, terrorist acts and nuclear confrontation as well as political unrest, including events relating to the Israel-Hamas war, the conflict with Hezbollah, the war with Iran and related unrest in the Middle East (including disruption of global energy supply chains and the closure or disruption of the Strait of Hormuz), Russia's invasion of Ukraine and related Western sanctions, recent U.S.

military activity in Venezuela, and related uncertainty in global energy markets, and the potential for broader regional instability affecting global trade routes, commodity prices and financial markets, (xii) the Company’s ability to achieve its business plan, (xiii) the effects of the economy on the Company’s ability to find and maintain financing options and liquidity, (xiv) credit, operational, legal and regulatory risks, (xv) risks related to foreign operations, (xvi) the effect of technological innovation on the financial services industry and securities business including but not limited to risks associated with the use of artificial intelligence, (xvii) risks related to election results, Congressional gridlock, political and social unrest, government shutdowns and investigations, government spending, inflation, immigration, impact of tariffs, tariff reversals and trade wars, bank failures, changes in or uncertainty surrounding regulation, and the potential for default by the U.S.

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

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

During the three months ended March 31, 2026, there were no material changes to the information contained in Part II, Item 7A of the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis