What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-07-31 compared with 2026-05-01 · 163 added, 169 removed, 294 unchanged (53% of the section changed)

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The Company's condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto which appear elsewhere in this quarterly report.

The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto which appear elsewhere in this Quarterly Report on Form 10-Q.

Oppenheimer Holdings Inc., through its operating subsidiaries, is a leading middle market investment bank and full-service broker-dealer that is engaged in a broad range of activities in the securities industry, including retail securities brokerage, institutional sales and trading, market-making, research, investment banking (both corporate and public finance), investment advisory and asset management services and trust services.

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("Oppenheimer") and Oppenheimer Asset Management Inc.

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.

As of June 30, 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 March 31, 2026, client assets under management ("AUM") totaled $54.1 billion.

At June 30, 2026, client assets under management ("AUM") totaled $59.4 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 ("AUA") as of March 31, 2026 totaled $139.8 billion.

Client assets under administration ("AUA") as of June 30, 2026 totaled $154.7 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 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 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.

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

At June 30, 2026, the Company employed 3,062 employees, of whom 934 were financial advisors.

We are increasingly creating and investing in private market opportunities on our own behalf and on behalf of qualified clients as we believe this provides access to the fastest growth areas in the U.S.

We are also focused on opportunities in our capital market businesses, including integrating new technology platforms to expand the suite of services offered to our clients and onboarding experienced personnel and/or small units that will improve our ability to attract institutional clients in both equities and fixed income without significantly raising our risk profile.

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.

In investment banking, we are committed to growing our footprint by adding experienced bankers in the U.S.

within our existing industry practices as well as new industry practices where we believe we can be successful.

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

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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 are also evaluating and selectively integrating artificial intelligence ("A.I.") solutions across our platform, with the goal of improving client service, increasing employee productivity and supporting our shared services, including our technology, risk management, accounting and compliance functions.

Our approach is focused on leveraging these emerging technologies in a measured manner that aligns with our business model and regulatory obligations, while limiting the cyber risk that comes with these emerging technologies.

We also continue to evaluate evolving market structure developments, including extended trading hours and changing client expectations, and plan to invest in our platform and capabilities accordingly.

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 offices in attractive locations, including selectively in international markets, and to continue to grow and develop our existing wealth management, trading, investment banking, investment advisory and other businesses.

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

As a result, we are continuously reviewing our physical footprint on lease renewals, and in many cases reducing office size and configuration.

We are likely to relocate our corporate headquarters into a smaller footprint upon the expiration of our current lease in 2028.

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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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.

The Interest Rate Environment and the U.S.

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 at 3.50% to 3.75% through its meetings in 2026 to date, including its most recent decision in June.

In its most recent communications, Federal Reserve officials indicated that future policy adjustments will depend on incoming data, the evolving economic outlook and the balance of risks, including progress on inflation.

While prior guidance suggested the potential for modest rate reductions, the timing and extent of any future changes remain uncertain and data-dependent including the possibility of interest rate increases due to rising inflation risks driven by increased oil prices and the significant investments being made into A.I.

infrastructure.

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

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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.

These impacts may be partially offset by increased activity in other parts of our business, as has been the case historically.

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

Gaza and Iran Regional Conflict

We would generally expect that a return to higher rates would positively impact our interest revenues and profits.

Middle East 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.

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 subject to change.

In early 2026, the regional security environment deteriorated significantly as hostilities escalated between the United States and Iran.

The United States has conducted sustained military strikes against Iranian targets over recent weeks, and has reimposed a naval blockade against Iran, while Iran and its regional proxies have engaged in retaliatory actions.

These hostilities have disrupted transit through the Strait of Hormuz and materially impacted global energy supply chains, contributing to a sharp increase in oil prices and elevated volatility across commodity and financial markets.

While diplomatic efforts continue, conditions remain highly uncertain, and there can be no assurance that the conflict will not escalate further..

Any prolonged or expanded conflict could contribute to broader regional instability, further disrupt global trade routes and energy flows, intensify inflationary pressures, and adversely affect commodity prices, financial markets and investor sentiment.

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

EXECUTIVE SUMMARY

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.

Favorable market conditions during the second quarter of 2026 helped drive the strong operating performance of our core businesses, although reported results were significantly and negatively impacted by the higher compensation expense related to stock appreciation rights for financial advisors.

Equity markets registered their best quarterly performance in six years, supported by strong corporate earnings, sustained momentum in A.I.

and improving sentiment around potential de-escalation in the Middle East.

While renewed concerns around interest rates and A.I.

valuations emerged toward quarter-end, markets largely absorbed these pressures and remained resilient.

Overall, our business performed solidly during the second quarter and first half of the year.

For the six months ended June 30, 2026, we reported adjusted net income (3) (non-GAAP) of $93.2 million, or $8.73 adjusted basic earnings per share (non-GAAP), reflecting the continued momentum across our Wealth Management and Capital Markets businesses.

In Wealth Management, we delivered strong operating results, driven by higher commission revenue from increased retail trading levels and increased advisory fees reflecting record assets under management (“AUM”) largely driven by market appreciation.

Reported pre-tax results, however, were partially offset by lower sweep revenue.

In Capital Markets, we saw strong performance driven by increased investment banking activity—which included a balance of both advisory and underwriting transactions—along with higher sales and trading revenue in both Equities and Fixed Income amid elevated market volatility.

We ended the quarter with a strong balance sheet and ample capital, positioning us to continue investing in our platform and capabilities.

We are focused on attracting and retaining high-quality talent to support our growth initiatives and remain confident in the strength and resiliency of our businesses as we continue to deliver value to our clients and shareholders.

RESULTS OF OPERATIONS

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.

The Company reported net income of $27.4 million or $2.55 basic earnings per share for the second quarter of 2026, compared with net income of $21.7 million or $2.06 basic earnings per share for the second quarter of 2025.

Revenue for the second quarter of 2026 was $454.9 million, an increase of 21.9%, compared with revenue of $373.2 million for the second quarter of 2025.

Year to date revenue totaled $900.0 million, compared with $741.0 million for the same period in 2025.

Net income for the six months ended June 30, 2026 was $6.8 million or $0.63 basic earnings per share, compared with net income of $52.3 million or $4.99 basic earnings per share for the same period in 2025.

Second quarter 2026 results were impacted by a $24.9 million pre-tax expense associated with an employee compensation program for financial advisors that is directly tied to the OPY stock price, which increased by $16.35 per share of Class A Stock during the quarter (from $89.19 to $105.54).

The Company changed the program formula beginning in 2026 to reduce the number of grants awarded, although it will take several years for the impact of the revised program formula to be fully reflected.

Adjusted net income (3) , a non-GAAP measure which excludes the impact of this item, was $45.7 million or $4.27 adjusted basic earnings per share for the second quarter of 2026, compared with $27.8 million or $2.64 adjusted basic earnings per share for the second quarter of 2025.

For the six months ended June 30, 2026, adjusted net income (3) , which also excludes the $70 million pre-tax legal accrual related to the settlement of the Company's "cash sweep" litigation recorded in the first quarter of 2026, was $93.2 million or $8.73 adjusted basic earnings per share, compared with $56.4 million or $5.38 adjusted basic earnings per share for the same period in 2025.

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

(Expressed in thousands, except Per Share Amounts or otherwise indicated)

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Non-compensation expenses $ 108,290 $ 101,894 $ 6,396 6.3

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)

Pre-tax income $ 39,445 $ 32,210 $ 7,235 22.5

Income tax provision $ 12,094 $ 10,536 $ 1,558 14.8

Net income (1)

$ 27,351 $ 21,674 $ 5,677 26.2

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$ 45,713 $ 27,781 $ 17,932 64.5

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

Earnings per share (basic) (1)

$ 2.55 $ 2.06 $ 0.49 23.8

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

Earnings per share (diluted) (1)

$ 2.38 $ 1.91 $ 0.47 24.6

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

(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.

(3) Represents a non-GAAP measure;

refer to the schedule on page 47 / 48 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

• Revenue increased in the second quarter of 2026 primarily due to stronger investment banking performance, driven by advisory fees, along with increased transaction-based commissions and advisory fees attributable to growth in billable assets under management ("AUM")

• Rising equities markets drove AUM and assets under administration ("AUA") to record levels at June 30, 2026

• Compensation expenses increased compared with the prior year quarter primarily due to higher stock appreciation rights expense resulting from a rise in the Company's share price as well as higher production-related costs and incentive compensation accruals

• Non-compensation expenses increased modestly when compared with the prior year quarter, driven primarily by increases in legal fees and technology-related expenses

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 months ended March 31, 2026 and 2025:

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 six months ended June 30, 2026 and 2025:

(Expressed in thousands)

For the Three Months Ended March 31,

2026 2025 % Change

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2026 2025 % Change 2026 2025 % Change

Wealth Management $ 272,671 $ 246,421 10.7 $ 526,351 $ 488,407 7.8

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Wealth Management reported revenue for the current quarter of $272.7 million, 10.7% higher compared with the prior year period.

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 932, flat when compared to 933 at the end of the first quarter of 2025.

Pre-tax income was $55.7 million in the current quarter, a decrease of 11.4% compared with the prior year period.

Financial advisor headcount at the end of the current quarter was 934, compared with 927 at the end of the second quarter of 2025.

('000s unless otherwise indicated)

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Cash sweep balances (billions) $ 2.8 $ 2.8 $ — —

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

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

• Retail commissions increased 8.3% from the prior year period primarily due to elevated retail trading activity

• Advisory fees increased 15.9% due to higher AUM during the billing period

• Bank deposit sweep income decreased $3.7 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 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:

• Other revenue increased 35.7% from a year ago due primarily to 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 24.4% from the prior year period primarily due to higher production related costs and increased share appreciation rights expense ($24.9 million, compared with $8.3 million in the prior year period)

• Non-compensation expenses increased modestly compared to the prior year period

The following table provides a breakdown of the change in assets under management for the three months ended June 30, 2026:

(Expressed in millions)

For the Three Months Ended March 31, 2026

For the Three Months Ended June 30, 2026

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

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Capital Markets reported revenue for the current quarter of $179.2 million, 45.7% higher when compared with the prior year period.

Pre-tax income was $35.4 million compared with a pre-tax loss of $5.1 million a year ago.

Pre-tax income was $22.5 million compared with a pre-tax loss of $3.9 million in the prior year period.

('000s) 2Q-2026 2Q-2025 Change % Change

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* Not meaningful

• 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 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

• Advisory fees earned from investment banking activities increased 158.5% compared with the prior year period primarily reflecting the successful closing of transactions in the financial institutions sector that carried larger associated fees as well as an increase in overall transaction closings

• Equities underwriting fees increased 46.0% when compared with the prior year period due to higher underwriting volumes, led by strong activity in the healthcare sector

• Fixed income underwriting fees decreased 20.9% from the prior year period, primarily driven by lower sovereign issuance volumes

• Equities sales and trading revenue increased 37.8% compared with the prior year period mostly due to higher trading volumes and growth in options-related commission revenue

• Fixed income sales and trading revenue increased modestly compared with the prior year period primarily due to higher levels of market volatility

• Compensation expenses increased 36.3% compared with the prior year period largely due to higher incentive compensation accruals

• Non-compensation expenses were flat compared with the prior year period

Explanation of Non-GAAP Financial Measures

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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.

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

Specifically, we included non-GAAP measures that adjust the Company’s net income and earnings per share to exclude compensation expense related to the recurring, mark-to-market re-measurement 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 (OPY) price.

The non-GAAP measures presented also exclude the expense associated with the settlement of the class action “cash sweep” litigation in the first quarter of 2026 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.

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.

However, these non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, or as a substitute for, or superior to, the analysis of the Company’s results as reported under U.S.

Other companies may calculate similarly titled non-GAAP measures differently, which may limit their usefulness for comparative purposes.

Investors are encouraged to review the reconciliation of these non-GAAP financial measures to their most directly comparable U.S.

GAAP measures included in this Quarterly Report on Form 10-Q.

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.

Net Income Attributable to Oppenheimer Holdings Inc.

and 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.

Reconciliation of net income attributable to Oppenheimer Holdings Inc.

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

('000s, except number of shares and per share amounts) For the Three Months Ended For the Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Net income attributable to Oppenheimer Holdings Inc.

GAAP) $ 27,351 $ 21,674 $ 6,773 $ 52,329

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(Non-GAAP) $ 45,713 $ 27,781 $ 93,204 $ 56,414

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

Basic earnings per share (U.S.

GAAP) $ 2.55 $ 2.06 $ 0.63 $ 4.99

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Adjusted basic earnings per share (Non-GAAP) $ 4.27 $ 2.64 $ 8.73 $ 5.38

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

Diluted earnings per share (U.S.

GAAP) $ 2.38 $ 1.91 $ 0.60 $ 4.63

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GAAP) 11,483,286 11,349,049 11,380,760 11,308,979

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 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.

During the six months ended June 30, 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

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LIQUIDITY AND CAPITAL RESOURCES

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

At June 30, 2026, total assets increased by 13.7% 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 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.

At June 30, 2026, the Company had an outstanding bank call loan balance of $349.9 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 $382,612, respectively, at March 31, 2026.

and Oppenheimer Investments Asia Limited were $8.5 million and $383,000, respectively, at June 30, 2026.

The liquid assets at Oppenheimer Europe Ltd.

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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 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.

We issued $1.7 million in forgivable notes, net of notes forgiven or written off (which are inherently illiquid) to employees during the three months ended June 30, 2026 ($4.2 million for the three months ended June 30, 2025) as upfront or backend 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.

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

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).

At June 30, 2026, the Company had $349.9 million of bank call loans ($76.8 million at December 31, 2025).

The average daily bank loan balance outstanding for the three and six months ended June 30, 2026 was $174.4 million and $173.5 million, respectively ($325.8 million and $301.7 million for the three and six months ended June 30, 2025).

The largest daily bank loan balance outstanding for the three and six months ended June 30, 2026 was $389.7 million and $389.7 million, respectively ($482.3 million and $491.7 million for the three and six months ended June 30, 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).

At June 30, 2026, securities loan balances totaled $392.4 million ($370.3 million at December 31, 2025 and $404.9 million at June 30, 2025).

The average daily securities loan balances outstanding for the three and six months ended June 30, 2026 were $474.2 million and $426.9 million ($414.1 million and $386.7 million for the three and six months ended June 30, 2025, respectively).

The largest daily stock loan balances for the three and six months ended June 30, 2026 were $587.9 million ($502.9 million for the three and six months ended June 30, 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.

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

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).

At June 30, 2026, the gross balances of reverse repurchase agreements and repurchase agreements were $242.2 million and $1,225.3 million, respectively.

The following table presents the average daily balance and the largest outstanding balance of reverse repurchase agreements and repurchase agreements on a gross basis for the three and six months ended June 30, 2026 and June 30, 2025.

(Expressed in millions)

For the Three Months Ended

For the Six Months Ended

2026 2025 2026 2025

Average daily balance

Reverse repurchase agreements $ 302.3 $ 413.8 $ 337.1 $ 392.2

Repurchase agreements 1,198.5 1,016.0 1,194.6 1,030.1

Largest outstanding balance

Reverse repurchase agreements $ 653.6 $ 658.5 $ 734.4 $ 658.5

Repurchase agreements 1,276.8 1,262.0 1,325.4 1,262.0

Liquidity Management

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.

Our liquidity needs may be affected by market conditions, increased inventory positions or trading activity, business expansion or contraction, 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.

A portion of the assets underling these policies are invested in mutual funds that match those offered within the deferred compensation plans.

A portion of the assets underlying these policies are invested in mutual funds that match those offered within the deferred compensation plans.

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 $106.1 million as of March 31, 2026.

Certain policies which could provide additional liquidity if needed had a cash surrender value of $115.9 million as of June 30, 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.

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Our primary long-term cash requirements include $171.3 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.

The total cash requirement for operating lease obligations is estimated to be approximately $22.2 million for the remainder of 2026 year.

(Expressed in thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cash used in operating activities (*) $ (245,007) $ (51,671)

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

Cash used in investing activities (432) (1,259)

Cash provided by financing activities 245,487 57,398

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

Net increase in cash and cash equivalents $ 48 $ 4,468

(*) Includes the $70 million payment made in June of 2026 associated with the Company's settlement of the “cash sweep” class action litigation announced on April 24, 2026

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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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.

The arrival of A.I.

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.

These intruders sometimes use instructions that are seemingly from authorized parties but, in fact are from parties intent on attempting to steal.

These intruders sometimes use instructions that are seemingly from authorized parties but, in fact are from entities intent on attempting to steal.

In other instances, these intruders attempt to bypass normal safeguards and disrupt or steal significant amounts of information and then either release it to the Internet or hold it for ransom.

Regulators are increasingly requiring companies to provide heightened levels of sophisticated defenses.

Regulators are increasingly requiring companies to provide heightened levels of defense.

The Company maintains processes and systems with an aim to preventing any such attack from disrupting its services to clients as well as to prevent any loss of client or Company funds or data concerning its clients, their financial affairs, as well as Company-privileged information.

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

The CIO and CISO have a standing monthly meeting with the President/CEO and General Counsel to discuss potential vulnerabilities in the cyber environment.

The President/CEO formerly ran the Information Technology Department at the Company and as a result has significant systems experience including experience related to cybersecurity.

The CIO and CISO have a standing monthly meeting with the CEO and General Counsel to discuss potential vulnerabilities in the cyber environment.

Board Oversight

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In particular, the Audit Committee assists the Board in its oversight of management’s responsibility to assess, manage and mitigate cybersecurity risks.

Recently, the Audit Committee added a member with significant cybersecurity experience.

Recently, the Board and Audit Committee added a member with significant cybersecurity experience.

The Audit Committee receives a cybersecurity update at each regular meeting of the Board covering cybersecurity risks, cybersecurity staffing and staff development including certifications and training.

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

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

As of June 30, 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.

Amendments to SEC Rule 15c3-3

On December 20, 2024, the SEC adopted rule amendments to SEC Rule 15c3-3 (the customer protection rule) to require certain broker-dealers, including those with average total credits (amounts owed to customers) equal to or greater than $500 million, to increase the frequency with which they perform computation of the net cash they owe customers and proprietary accounts of other broker-dealers ("PAB") from weekly to daily.

On December 20, 2024, the SEC adopted rule amendments to SEC Rule 15c3-3 (the customer protection rule) that require certain broker-dealers, including those with average total credits (amounts owed to customers) equal to or greater than $500 million, to increase the frequency with which they perform computation of the net cash they owe customers and proprietary accounts of other broker-dealers ("PAB") from weekly to daily.

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

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

The Company is prepared for the upcoming daily reporting.

One Big Beautiful Bill Act

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (the “OBBBA”), which includes several U.S.

federal income tax provisions affecting businesses.

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.

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

The new amendments apply to Oppenheimer, our broker-dealer subsidiary.

Effective June 30, 2026, Oppenheimer commenced performing the required daily computations and continues to monitor its ongoing compliance with the amended rule.

Limitations on Tax Deductions for Compensation Paid to Certain Executives and Officers

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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

The current administration and the SEC have recently suggested that they will propose rulemaking that will shift certain SEC reporting requirements for public companies from reporting quarterly (on Form 10-Q) to semi-annually.

It is the Company's present intention to continue to report results on a quarterly basis.

On May 5, 2026, the SEC proposed rulemaking that would permit public companies, in certain circumstances, to file semiannual reports in lieu of quarterly reports on Form 10‑Q.

The proposal is intended to provide issuers, including the Company, with greater flexibility in determining the frequency of interim reporting.

If adopted, the proposed changes could affect the timing and content of the Company’s periodic reporting obligations.

The Company currently intends to continue reporting results on a quarterly basis subject to its review of the final rule and any related regulatory requirements.

Current Filer Status and Proposed SEC Amendments to Issuer Status and Disclosure Requirements

As of the June 30, 2026 measurement date for determining SEC filer status, the Company’s public float exceeded the $700 million threshold for large accelerated filer classification for the first time.

As a result, under currently applicable SEC rules, the Company would be deemed a large accelerated filer for purposes of its Annual Report on Form 10-K for the fiscal year ending December 31, 2026, to be filed in February 2027.

Compared to accelerated filer status, large accelerated filer status is subject to more stringent reporting requirements, including a shorter deadline for the filing of the annual report on Form 10-K.

On May 19, 2026, the SEC proposed amendments to the definitions of filer status and related disclosure requirements, which, if adopted, could affect the classification of certain issuers, including the Company, as well as the timing, content and extent of their periodic reporting and proxy-related disclosures.

Depending on the scope and timing of any final rules, these amendments could alter the thresholds or criteria applicable to the Company and, as a result, may change the Company’s filer status and related reporting obligations that would otherwise apply under current rules.

The proposed amendments could result in modifications to the Company’s financial reporting requirements, internal control over financial reporting obligations and the scope and timing of proxy disclosures.

As a result, such changes could impact compliance costs, resource allocation and reporting processes.

As the rulemaking process remains ongoing, the ultimate impact of any final rules on the Company will

depend on the scope and timing of adoption.

The Company continues to monitor developments and assess the potential implications for its reporting and compliance processes.

Other Regulatory Matters

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

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.

(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 or other shipping routes), Russia's invasion of Ukraine and related Western sanctions, 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 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.

During the six months ended June 30, 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