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Item 1. Legal Proceedings

2026-05-01 compared with 2025-10-31 · 29 added, 19 removed, 25 unchanged (66% of the section changed)

6 unchanged sentences

The investigations include inquiries from the SEC, FINRA and other regulators.

The Company accrues for estimated loss contingencies related to legal and regulatory matters within Other Expenses in the condensed consolidated income statement when available information indicates that it is probable a liability had been incurred and the Company can reasonably estimate the amount of that loss.

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.

In many proceedings, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount of any loss.

3 unchanged sentences

Even after lengthy review and analysis, the Company, in many legal and regulatory proceedings, may not be able to reasonably estimate possible losses or range of losses.

For certain other legal and regulatory proceedings, the Company can estimate possible losses, or range of loss in excess of amounts accrued, but does not believe, based on current knowledge and after consultation with counsel, that such losses individually, or in the aggregate, will have a material adverse effect on the Company's condensed consolidated financial statements as a whole.

For legal and regulatory proceedings where there is at least a reasonable possibility that a loss or an additional loss may be incurred, the Company estimates a range of aggregate loss in excess of amounts accrued of up to $3 million.

3 unchanged sentences

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

In June and August of 2023, Oppenheimer was served with two complaints in Georgia State Court, by plaintiffs, virtually all of whom were never Oppenheimer customers, alleging unspecified losses arising from an investment in Horizon Private Equity III LLC.

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

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

In May of 2025, the Georgia Court of Appeals upheld the trial court’s decision dismissing the cases.

In May of 2025, plaintiffs filed a writ of certiorari with the Georgia Supreme Court.

On September 30, 2025, the Georgia Supreme Court denied the writ of certiorari.

On September 13, 2022, the SEC filed a complaint against Oppenheimer in the United States District Court for the Southern District of New York (the “Court") alleging that Oppenheimer violated Section 15B(c)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 15c2-12 thereunder as well as Municipal Securities Rulemaking Board Rules G-17 and G-27 for not having fully complied with the exemption from the continuing disclosure obligations under Rule 15c2-12.

The SEC asked the Court to enter an order enjoining Oppenheimer from violating the above-referenced rules and requiring it to disgorge approximately $1.9 million plus interest and pay a civil penalty.

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

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

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.

1 unchanged sentence

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

District Court for the Southern District of New York.

Plaintiff purports to represent customers who had cash deposits or balances in the Advantage Bank Deposit (“ABD”) program.

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

Plaintiff's complaint purports to represent customers who had cash deposits or balances in the Advantage Bank Deposit (“ABD”) program.

Plaintiff alleges that the Company paid customers unreasonably low interest rates in the ABD program and seeks unspecified damages.

Plaintiff alleges breaches of the terms and conditions of the ABD program and its implied covenant of good faith and fair dealing, breach of fiduciary duties, violation of New York General Business Law (“GBL”), negligence, negligent misrepresentations and unjust enrichment.

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.

2 unchanged sentences

from the case, and granting in part, and denying in part, Oppenheimer’s motion to dismiss.

Specifically, Oppenheimer's motion to dismiss plaintiff's causes of action for breach of fiduciary duty for non-advisory clients, unjust enrichment, negligence and negligent misrepresentation were granted, while the motion to dismiss causes of action for breach of the terms and conditions and its implied covenant of good faith and fair dealing, breach of fiduciary duty for advisory clients and violation of GBL were denied.

The court further set November 21, 2025 for oral argument on class certification.

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

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

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 ("Court of Appeals"), which petition is currently pending.

On March 30, 2026 Oppenheimer and plaintiff each filed a motion for summary judgment, which motions are currently pending.

The case was scheduled for trial commencing in June 2026.

Both the petition for permission to appeal and the motions for summary judgment are being held in abeyance by the Appeals Court and the District Court respectively, pending the approval of the settlement discussed below.

On April 24, 2026 the parties entered into a settlement of the litigation.

The terms of the agreement are set forth in a binding term sheet executed by representatives for plaintiffs and Oppenheimer.

Pursuant to the agreement, Oppenheimer has agreed to pay $70 million in full settlement of the claims asserted in the litigation.

The settlement amount would be paid into an escrow account ten business days after receiving preliminary approval by the District Court of the settlement which the Company expects will take sixty to ninety days.

The Settlement Agreement provides that the Company will receive a release from any and all claims arising from the facts and circumstances alleged in the litigation.

The settlement remains subject to approval by the District Court.

The parties have agreed to finalize formal settlement documentation and file a Stipulation of Settlement and motion for preliminary approval within 60 days of execution of the Settlement Agreement.

The settlement contemplates that the resolution of the matter would be without any admission of liability or wrongdoing by the Company.

The agreement is subject to the negotiation, execution, and delivery of a definitive settlement agreement and both preliminary and final approval by the District Court.

There can be no assurance that a definitive settlement agreement will be executed or that the District Court will approve the proposed settlement on its current or any other terms.

If a definitive settlement agreement is executed and District Court approval is obtained, the settlement would resolve all claims asserted against the Company in the litigation.

The Company expects that the amount of the settlement will be fully tax deductible.

During the three months ended March 31, 2026, there were no material changes to the information contained in Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 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 1. Legal Proceedings