OPPENHEIMER HOLDINGS INC

Previous wording

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. Its principal subsidiaries are Oppenheimer & Co. Inc. ("Oppenheimer") and Oppenheimer Asset Management Inc. ("OAM"). 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 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 June 30, 2026 totaled $154.7 billion. AUA includes AUM and the other assets held for which the Company provides services. At June 30, 2026, the Company employed 3,062 employees, of whom 934 were financial advisors.

Current wording

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. Its principal subsidiaries are Oppenheimer & Co. Inc. ("Oppenheimer") and Oppenheimer Asset Management Inc. ("OAM"). As of September 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 September 30, 2026, client assets under management ("AUM") totaled $59.6 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 September 30, 2026 totaled $153.7 billion. AUA includes AUM and the other assets held for which the Company provides services. At September 30, 2026, the Company employed 3,009 employees, of whom 926 were financial advisors.

Previous wording

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 new branch openings. 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. economy. 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 in the U.S. and U.K. 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. We find that we have overwhelming demand for entrance into each of these programs.

Current wording

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 new branch openings. We are also continuing to enhance our family office capabilities and related services to meet the evolving needs of high-net-worth and ultra-high-net-worth clients. In that regard, we have a plan under way to establish a platform in Switzerland for global high net worth clients interested in non-US custody and investment solutions. We are increasingly creating, sponsoring and investing in private market opportunities on our own behalf and on behalf of qualified clients as we believe these investments provide access to attractive long-term growth opportunities and expand the range of investment solutions available to our clients. We are also focused on opportunities in our capital markets 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 in the U.S. and U.K. 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. We find that we have overwhelming demand for entrance into each of these programs.

Previous wording

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

Current wording

We continuously invest in and improve our technology platform to support client service and to remain competitive, while continuously managing expenses. 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, developments in digital asset and tokenization frameworks and changing client expectations, and may selectively invest in our platform and capabilities where we believe such investments support our long-term strategic objectives.

Previous wording

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.

Current wording

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 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.

Previous wording

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. Equally important is the search for viable acquisition candidates. Our long-term intention is to pursue growth by acquisition where we can find a comfortable match in terms of corporate goals and personnel at a price that would provide our stockholders with incremental value. 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 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.

Current wording

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. Equally important is the search for viable acquisition candidates. Our long-term intention is to pursue growth by acquisition where we can find a comfortable match in terms of corporate goals and personnel at a price that would provide our stockholders with incremental value. 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 make an acquisition of 100% of a business, acquire a controlling financial interest in a business, increase its ownership in existing minority investments, or make new 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 such investments may offer attractive financial returns or contribute to the Company's strategic, technological, operational or infrastructure objectives.

Previous wording

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

Current wording

Further changes to the federal funds rate may continue to impact our interest-based revenue. 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 for those balances. Rate reductions also decrease the interest we charge on customer margin loans and earn on other interest-sensitive assets, negatively affecting earnings. These impacts may be partially offset by increased activity in other parts of our business, as has been the case historically. Conversely, higher rates generally increase revenue earned on client cash balances, margin lending activities and other interest-sensitive assets, although they may also increase funding costs and influence client asset allocation decisions.

Previous wording

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 subject to change.

Current wording

Ongoing conflict in the Middle East continues to create geopolitical and economic uncertainty with potential implications for the global economy, global financial 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. Despite periodic diplomatic efforts, the security environment in the region remains uncertain and subject to rapid change.

Previous wording

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.

Current wording

Regional tensions have contributed to uncertainty in energy markets, inflation expectations and investor sentiment and have at times increased volatility across financial markets, which may also influence monetary policy decisions and broader economic conditions. Continued or escalating hostilities could contribute to regional instability, further disrupt global trade routes and energy flows, intensify inflationary pressures, and adversely affect commodity prices, financial markets and economic activity. 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.

Previous wording

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.

Current wording

The Company reported net income of $5.5 million or $0.52 basic earnings per share for the third quarter of 2026, compared with net income of $21.7 million or $2.06 basic earnings per share for the third quarter of 2025. Revenue for the third quarter of 2026 was $382.0 million, a decrease of 10.0%, compared with revenue of $424.4 million for the third quarter of 2025. Year to date revenue totaled $1,282.0 million, an increase of 10.0%, compared with $1,165.4 million for the same period in 2025. Net income for the nine months ended September 30, 2026 was $12.2 million or $1.14 basic earnings per share, compared with net income of $74.0 million or $7.05 basic earnings per share for the same period in 2025.

Previous wording

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.

Current wording

Third quarter 2026 results were impacted by a $21.0 million pre-tax expense associated with a long-term employee incentive compensation program for financial advisors that is directly tied to the OPY stock price, which increased by $12.42 per share of Class A Stock during the quarter (from $105.54 to $117.96), compared to an $8.14 per share increase (from $65.77 to $73.91) during the same period last year. 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 $20.9 million or $1.96 adjusted basic earnings per share(3) for the third quarter of 2026, compared with $31.7 million or $3.01 adjusted basic earnings per share(3)for the third quarter of 2025. For the nine months ended September 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 $114.1 million or $10.68 adjusted basic earnings per share(3), compared with $88.1 million or $8.39 adjusted basic earnings per share(3)for the same period in 2025. Management believes these non-GAAP measures provide supplemental insight into the Company’s core operating performance.

Previous wording

•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

Current wording

•Compensation expenses were lower compared with the prior year quarter primarily due to reduced incentive compensation accruals reflecting softer results, partially offset by higher stock appreciation rights expense resulting from a rise in the Company's share price

Previous wording

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

Current wording

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

Previous wording

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:

Current wording

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, 2026 and 2025:

Previous wording

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 $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.

Current wording

Wealth Management reported revenue for the current quarter of $266.2 million, 2.5% higher compared with the prior year period. Pre-tax income was $55.6 million in the current quarter, a decrease of 11.0% compared with the prior year period. Financial advisor headcount at the end of the current quarter was 926, compared with 927 at the end of the third quarter of 2025.

Previous wording

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

Current wording

•Advisory fees increased 15.3% due to higher average AUM during the billing period

Previous wording

•Bank deposit sweep income decreased $3.7 million from a year ago due to lower short-term interest rates

Current wording

•Bank deposit sweep income decreased $2.8 million from a year ago due to lower average short-term interest rates compared with the prior year period

Previous wording

•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

Current wording

•Other revenue decreased $3.9 million from a year ago due primarily to lower market appreciation 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

Previous wording

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

Current wording

Capital Markets reported revenue for the current quarter of $114.0 million, 29.7% lower when compared with the prior year period. Pre-tax loss was $9.9 million compared with pre-tax income of $12.3 million in the prior year period.

Previous wording

•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

Current wording

•Equities sales and trading revenue increased 14.7% compared with the prior year period mostly due to higher trading volumes and growth in options-related commission revenue

Previous wording

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

Current wording

•Compensation expenses decreased 25.1% from the prior year period largely due to lower production expenses and incentive compensation accruals

Previous wording

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, 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.

Current wording

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, 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 cash-settled, 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. Because these awards are remeasured each period, the amount of expense recognized primarily reflects movements in the Company’s share price rather than operating decisions made by management or the underlying performance of the Company’s businesses, and can vary significantly from period to period without a corresponding change in the Company’s operations.

Previous wording

The Company's condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Reference is also made to the Company's condensed consolidated financial statements and notes thereto found in its Annual Report on Form 10-K for the year ended December 31, 2025.

Current wording

The Company's condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Reference is also made to the Company's consolidated financial statements and notes thereto found in its Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

The Company's accounting policies are essential to understanding and interpreting the financial results reported on the condensed consolidated financial statements. The significant accounting policies used in the preparation of the Company's condensed consolidated financial statements are summarized in Note 2 to those statements and the notes thereto found in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. 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.

Current wording

The Company's accounting policies are important to understanding and interpreting its financial condition and results of operations. The significant accounting policies used in the preparation of the Company's condensed consolidated financial statements are summarized in Note 2 to those statements and the notes thereto found in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. 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.

Previous wording

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.

Current wording

During the nine months ended September 30, 2026, there were no material changes to the Company's critical accounting estimates and assumptions from those disclosed in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

The FASB issued this ASU in November of 2024 which will require public business entities to disclose specified information about certain costs and expenses, including employee compensation, depreciation and intangible asset amortization at each interim and annual reporting period. The new guidance, which becomes effective in 2027, will not have an impact on our financial position or results of operations since it only amends certain disclosures.

Current wording

The FASB issued this ASU in November of 2024 that will require public business entities to disclose specified information about certain costs and expenses, including employee compensation, depreciation and intangible asset amortization at each interim and annual reporting period. The new guidance, which becomes effective for the Company beginning in 2027, will not have an impact on our financial position or results of operations because it requires only additional disclosures.

Previous wording

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. We finance our trading in government securities through the use of securities sold under repurchase agreements. Oppenheimer has uncommitted arrangements with banks for borrowings on a fully collateralized basis. 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 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.

Current wording

At September 30, 2026, total assets increased by 9.8% 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. We finance our trading in government securities through the use of securities sold under repurchase agreements. Oppenheimer has uncommitted arrangements with banks for borrowings on a fully collateralized basis. 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, 2026, the Company had an outstanding bank call loan balance of $222.3 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.

Previous wording

The liquid assets at Oppenheimer Investments Asia Limited are primarily comprised of investments in U.S. Treasuries and cash deposits in bank accounts. Any transfer of these liquid assets from Oppenheimer Europe Ltd. and Oppenheimer Investments Asia Limited to the Company or its other subsidiaries would be limited by regulatory capital requirements.

Current wording

The Company's overseas subsidiaries, Oppenheimer Europe Ltd. and Oppenheimer Investments Asia Limited, are subject to local regulatory capital requirements that restrict our ability to utilize their capital for other purposes. The regulatory capital requirements for Oppenheimer Europe Ltd. and Oppenheimer Investments Asia Limited were $8.5 million and $382,320, respectively, at September 30, 2026. The liquid assets at Oppenheimer Europe Ltd. are primarily comprised of cash deposits in bank accounts. The liquid assets at Oppenheimer Investments Asia Limited are primarily comprised of investments in U.S. Treasuries and cash deposits in bank accounts. Any transfer of these liquid assets from Oppenheimer Europe Ltd. and Oppenheimer Investments Asia Limited to the Company or its other subsidiaries would be limited by regulatory capital requirements.

Previous wording

The Company permanently reinvests eligible earnings of its foreign subsidiaries and, accordingly, does not accrue any U.S. income taxes that would arise if these earnings were repatriated. The unrecognized deferred tax liability associated with the outside basis difference of its foreign subsidiaries is estimated at $4.2 million for those subsidiaries. We have continued to reinvest permanently the excess earnings of Oppenheimer Israel (OPCO) Ltd. in its own business and in the businesses in Europe and Asia to support business initiatives in those regions. 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.

Current wording

The Company permanently reinvests eligible earnings of its foreign subsidiaries and, accordingly, does not accrue any U.S. income taxes that would arise if these earnings were repatriated. The unrecognized deferred tax liability associated with the outside basis difference of its foreign subsidiaries is estimated at $4.3 million for those subsidiaries. We have continued to reinvest permanently the excess earnings of Oppenheimer Israel (OPCO) Ltd. in its own business and in the businesses in

Previous wording

For the most part, the Company's assets consist of cash and cash equivalents and assets that it can readily convert into cash. 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. Our collateral maintenance policies and procedures are designed to limit our exposure to credit risk. Securities owned are mainly comprised of actively traded readily marketable securities. 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.

Current wording

For the most part, the Company's assets consist of cash and cash equivalents and assets that it can readily convert into cash. 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. Our collateral maintenance policies and procedures are designed to limit our exposure to credit risk. Securities owned are mainly comprised of actively traded readily marketable securities. We issued $4.2 million in forgivable notes, net of notes forgiven or written off (which are inherently illiquid) to employees during the three months ended September 30, 2026 ($5.5 million for the three months ended September 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.

Previous wording

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 firm and customer securities.

Current wording

We satisfy our liquidity needs through internally generated funds and a diversified funding strategy that includes collateralized and uncollateralized bank borrowings, securities lending arrangements and repurchase agreements. Bank borrowings are uncommitted in nature and, in most cases, collateralized by firm and customer securities.

Previous wording

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 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).

Current wording

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, 2026, the Company had $222.3 million of bank call loans ($76.8 million at December 31, 2025). The average daily bank loan balance outstanding for the three and nine months ended September 30, 2026 was $221.9 million and $189.8 million, respectively ($235.6 million and $279.4 million for the three and nine months ended September 30, 2025, respectively). The largest daily bank loan balance outstanding for the three and nine months ended September 30, 2026 was $447.2 million ($373.7 million and $491.7 million for the three and nine months ended September 30, 2025, respectively).

Previous wording

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).

Current wording

At September 30, 2026, securities loan balances totaled $539.7 million ($370.3 million at December 31, 2025 and $286.7 million at September 30, 2025). The average daily securities loan balances outstanding for the three and nine months ended September 30, 2026 were $544.9 million and $467.3 million ($379.8 million and $384.3 million for the three and nine months ended September 30, 2025, respectively). The largest daily stock loan balances for the three and nine months ended September 30, 2026 were $615.9 million ($435.8 million and $502.9 million for the three and nine months ended September 30, 2025, respectively).

Previous wording

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.

Current wording

At September 30, 2026, the gross balances of reverse repurchase agreements and repurchase agreements were $130.5 million and $1,152.1 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 nine months ended September 30, 2026 and September 30, 2025.

Previous wording

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 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.

Current wording

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 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. Management believes that the Company maintained sufficient liquidity throughout the period and remains well positioned to meet its regulatory, operational and contractual obligations.

Previous wording

We have company-owned life insurance policies which are utilized to fund certain non-qualified 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 $115.9 million as of June 30, 2026.

Current wording

We have company-owned life insurance policies which are utilized to fund certain non-qualified 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 $116.2 million as of September 30, 2026.

Previous wording

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 $22.2 million for the remainder of 2026 year.

Current wording

Our primary long-term cash requirements include $171.4 million of operating lease obligations. The total cash requirement for operating lease obligations is estimated to be approximately $11.2 million for the remainder of 2026. Subsequent to September 30, 2026, the Company completed a portion of an additional investment in a financial technologies company in which it currently holds a noncontrolling ownership interest. The investment is in a company which provides substantial amounts of operating software utilized in Oppenheimer’s clearing operations. It is believed that the business offers substantial growth potential by providing essential software to banks and broker-dealers at compelling value.

Previous wording

During periods of high volatility, we may see increased calls for deposits of collateral to offset perceived risk between the Company's settlement liability to industry clearinghouses such as the Depository Trust Company ("DTCC"), Options Clearing Corporation (“OCC”) and National Securities Clearing Corp. (“NSCC”) as well as more stringent collateral arrangements with our bank lenders. The recent reduction of the settlement cycle for security transactions in the U.S. 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.

Current wording

During periods of high volatility, we may see increased calls for deposits of collateral to offset perceived risk between the Company's settlement liability to industry clearinghouses such as the Depository Trust Company ("DTC"), Options Clearing Corporation (“OCC”) and National Securities Clearing Corp. (“NSCC”) as well as more stringent collateral arrangements with our bank lenders. The U.S. securities industry currently operates under a T+1 settlement cycle, which has generally reduced settlement exposures and related operational risks. All such requirements have been and will be met in the ordinary course with available collateral or short-term borrowings.

Previous wording

The Board of Directors, both directly and through the Audit Committee, oversees management’s responsibility of ensuring proper functioning of our cybersecurity risk management program. In particular, the Audit Committee assists the Board in its oversight of management’s responsibility to assess, manage and mitigate cybersecurity risks. 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. These updates are given either in person by the CIO and CISO or in written presentations created by them.

Current wording

The Board of Directors, both directly and through the Audit Committee, oversees management’s responsibility of ensuring proper functioning of our cybersecurity risk management program. In particular, the Audit Committee assists the Board in its oversight of management’s responsibility to assess, manage and mitigate cybersecurity risks. Each of the Board of Directors and Audit Committee includes 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. These updates are given either in person by the CIO and CISO or in written presentations created by them.

Previous wording

As of the date of this filing, the Company has not identified any cybersecurity threats that have materially affected or are reasonably anticipated to have a material effect on the Company’s business strategy, results of operations or financial condition. Although the Company has not experienced cybersecurity incidents that are individually, or in the aggregate, material, the Company has experienced cyberattacks in the past, which the Company believes have thus far been mitigated by preventative, detective, and responsive measures put in place by the Company. Given the continuing reports of cyber incidents in general, we believe that the Company will most likely continue to be a target of cybersecurity attacks by bad actors.

Current wording

Although the Company has not experienced cybersecurity incidents that are individually, or in the aggregate, material, the Company has experienced cyberattacks in the past, which the Company believes have thus far been mitigated by preventative, detective, and responsive measures put in place by the Company. Given the continuing reports of cyber incidents in general, we believe that the Company will most likely continue to be a target of cybersecurity attacks by bad actors.

Previous wording

Internal Revenue Code Section 162(m) (“Section 162(m)”) currently limits a public company’s tax deductions for compensation above $1 million paid to “covered employees,” which includes the Chief Executive Officer, Chief Financial Officer and the next three highest paid officers. Amendments to Section 162(m) included in the American Rescue Plan Act of 2021, which become effective on January 1, 2027, expand the definition of “covered employees” to include the next five highest paid employees or officers. 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.

Current wording

Internal Revenue Code Section 162(m) ("Section 162(m)") currently limits a public company's tax deduction for compensation above $1 million paid to "covered employees," which includes the Chief Executive Officer, Chief Financial Officer and the next three highest paid officers. Amendments to Section 162(m) included in the American Rescue Plan Act of 2021, which become effective on January 1, 2027, expand the definition of "covered employees" to include five additional highly compensated employees who are not otherwise covered under the existing rules.