DEF 14A of Oppenheimer Holdings Inc, Mar 13, 2026

DEF 14A of Oppenheimer Holdings Inc

Filed Mar 13, 2026 · FY20250001104659-26-027365

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Director Nomination Process

    Director Nomination Process Our Amended and Restated By-laws dated as of February 25, 2021 (the “Bylaws”) provide that our Board of Directors consists of no less than three and no more than eleven directors to be elected annually. Our Board of Directors currently consists of nine directors. The term of office for each director is from the date of the meeting of stockholders at which the director is elected until the close of the next annual meeting of stockholders or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated, in accordance with our Bylaws. The Nominating and Corporate Governance Committee of the Board has recommended, and the Board of Directors has determined, that nine directors are to be elected at the Meeting. Management does not contemplate that any of the nominees named below will be unable to serve as a director, but, if such an event should occur for any reason prior to the Meeting, the Management Nominees reserve the right to vote for another nominee or nominees in their discretion. The following sets out information with respect to the proposed nominees for election as directors as recommended by the Nominating and Corporate Governance Committee and approved by the Board of Directors, in accordance with the Nominating and Corporate Governance Committee Charter (available at www.oppenheimer.com). The Nominating and Corporate Governance Committee has reported that it is satisfied that each of the nominees is fully able and fully committed to serve the best interests of our stockholders. The election of the persons nominated for election as directors requires the affirmative vote of a simple majority of the Class B Stock voted at the Meeting. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH OF THE PERSONS NOMINATED FOR ELECTION AS A DIRECTOR.

  3. Director Nominees, Directors and Executive Officers

    Director Nominees, Directors and Executive Officers The following table, and the notes thereto, provide information regarding our director nominees and executive officers.(1)

  4. Nominees for Election as a Director

    Nominees for Election as a Director

  5. Nominees for Election as a Director

    | Evan Behrens Age: 56 Independent | Mr. Behrens joined the Board in 2016. Mr. Behrens is currently the Managing Member of Behrens Investment Group LLC, an investment firm. He became a board member of Hornbeck Offshore Services, Inc., a supplier of offshore transport services, in July 2020, and currently serves on their Audit Committee. He also served on the board of Harte Hanks, Inc., a global marketing firm, from 2019 to 2021. Additionally, he served as a board member of Sidewinder Drilling LLC, a land based oil rig operator, from 2017 to 2018 and SEACOR Marine Holdings Inc., an offshore oil and gas provider, since 2017. From 2009 to 2017, Mr. Behrens was a Senior Vice President with SEACOR Holdings Inc., a global provider of equipment and services supporting the offshore oil and gas and marine transportation industries that he initially joined in 2008. From 2012 to 2017, he was Chairman of the Board of Trailer Bridge, Inc., a Jones Act container company. Additionally, he served as a board member of Penford Corporation from 2013 to 2015, a board member of Global Marine Systems from 2014 to 2015, and a board member of Continental Insurance Group, Ltd. from 2016 until 2017. From 2006 to 2007, he was a Portfolio Manager and Partner at Level Global Investors, a New York-based hedge fund. Mr. Behrens has a B.A. degree from the University of Chicago. The Company believes that Mr. Behrens’ qualifications to serve on the Board include the extensive experience that he has gained through his key roles with several other significant businesses, including his experience as a Board Chairman, as well as his demonstrated management, financial and business development skills and acumen. He is a member of the Audit, Compliance and Nominating and Corporate Governance Committees. |

  6. Nominees for Election as a Director

    | Board and Committees | Attendance | | | Overall attendance: 100% | | Board | 6 of 6 | | Audit | 5 of 5 | | Compliance | 4 of 4 | | Nominating and Corporate Governance | 2 of 2 |

  7. Nominees for Election as a Director

    | Timothy M. Dwyer Age: 64 Independent | Mr. Dwyer joined the Board in 2016. He is the founder, former CEO and Chairman of Entitle Direct Group, Inc., a title insurance company. Prior to founding Entitle Direct Group, Inc. in 2006, Mr. Dwyer served as Managing Director at the investment banking firm of Greenhill & Company from 2002 to 2005, specializing in the insurance industry. He previously held a similar position at Donaldson, Lufkin & Jenrette as a Managing Director specializing in the insurance sector from 1993 to 2001. Mr. Dwyer was also a Vice President at Salomon Brothers Inc., an investment bank, from 1987 to 1993, and he was a certified public accountant with Arthur Andersen & Co. in Illinois from 1983 to 1985. He has over 40 years of experience in the financial services industry, and brings significant financial, accounting and insurance knowledge to the Company, as well as demonstrable entrepreneurial, compliance and advisory skills. Mr. Dwyer has an MBA from the University of Chicago and a Bachelor of Science in Accountancy from the University of Illinois. He is the Chair of the Audit Committee, and a member of the Compensation and the Compliance Committees. |

  8. Nominees for Election as a Director

    | Board and Committees | Attendance | | | Overall attendance: 100% | | Board | 6 of 6 | | Audit | 5 of 5 | | Compensation | 2 of 2 | | Compliance | 4 of 4 |

  9. Nominees for Election as a Director

    | Paul M. Friedman Age: 70 Independent | Mr. Friedman joined the Board in 2015. Mr. Friedman spent 27 years at Bear Stearns & Co. Inc., a financial services firm, from 1981 to 2008, most recently holding the position of Chief Operating Officer of the Fixed Income Division. From 2008 to 2009, Mr. Friedman was a Managing Director responsible for business development at Mariner Investment Group, LLC, an investment advisory firm. From 2009 to 2015, Mr. Friedman was Senior Managing Director and Chief Operating Officer of Guggenheim Securities LLC, a financial services firm. Mr. Friedman currently serves on the board of Tiptree, Inc., where he chairs the Audit Committee and is a member of the Compensation, Nominating and Governance Committee, since 2016. Additionally, in 2016 he became a director of Rithm Property Trust (formerly known as Great Ajax, Inc.), where he is currently Chairman of the Board, chairs the Compensation Committee and is a member of the Audit Committee. Mr. Friedman brings extensive operational and risk management experience to the Company as well as a deep knowledge of the financial services industry. Mr. Friedman is the Lead Director, the Chair of the Compliance Committee and a member of the Compensation and Nominating and Corporate Governance Committees. |

  10. Nominees for Election as a Director

    | Board and Committees | Attendance | | | Overall attendance: 100% | | Board | 6 of 6 | | Compensation | 2 of 2 | | Compliance | 4 of 4 | | Nominating and Corporate Governance | 2 of 2 |

  11. Nominees for Election as a Director

    | Teresa A. Glasser Age: 66 Independent | Ms. Glasser joined the Board in May 2018. She is the Data Strategy and Analytics Principal at FRG, a risk and data consulting firm, since 2017. She has been an independent board member of Global Legal Entity Identifier Foundation (GLEIF) since 2021, Chair since 2023, and has served on the Federal Advisory Committee for the Office of Financial Research, US Treasury, since 2023. Ms. Glasser was an independent consultant from 2016 to 2017. She was Managing Director at JPMorgan Chase from 2013 to 2016, leading the firm’s Capital Stress Testing Analytics and then served as Chief Data Officer for the Asset and Wealth Management Division. She was Deputy Director of the Office of Financial Research (US Treasury), from 2011 to 2013. Ms. Glasser was the Chief Risk Officer for Bunge Ltd. from 2007 to 2010. She managed risk and analytics teams at Credit Suisse First Boston Inc. from 2002 to 2005, and at Merrill Lynch Pierce Fenner & Smith Inc., from 1987 through 1998 and in 2001. She led financial services teams at IBM Corp., from 2002 to 2005, and KPMG LLP, from 1999 through 2000. Ms. Glasser was Assistant Professor of Finance at Rutgers University from 1984 to 1986 and Bentley College from 1986 to 1987. She has a PhD and MA in Economics from Fordham University and a BS from Fairleigh Dickinson University. Ms. Glasser brings to the Company her deep knowledge and experience in risk management, data, and technology and is a member of the Audit, Compensation and Compliance Committees. |

  12. Nominees for Election as a Director

    | Board and Committees | Attendance | | | Overall attendance: 100% | | Board | 6 of 6 | | Audit | 5 of 5 | | Compensation | 1 of 1 | | Compliance | 4 of 4 |

  13. Nominees for Election as a Director

    | Stacy J. Kanter Age: 67 Independent | Ms. Kanter joined the Board in October 2023. She was an independent board member and Chair of the Audit Committee of Applied Therapeutics, Inc., a biopharmaceutical company, from 2019 until its acquisition by Cycle Pharmaceuticals in 2026, and she is the former Head of the Global Capital Markets practice at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden Arps”), where she was a partner until 2019. At Skadden Arps, she led the strategy and operations of the Global Capital Markets practice across the US, Asia, Europe and Latin America and was responsible for business development, client relationship management, risk assessment and talent development. Additionally, she advised corporate and private equity clients on financing and liability management transactions, corporate restructurings and mergers and acquisitions. She has also served on the board of directors of a number of non-profit organizations, including the New York Law Institute. She has extensive experience with securities offerings, leveraged transactions and other complex capital structures. She was a law clerk for Honorable Raymond J. Dearie of the United States District Court, Eastern District of New York, from 1986 to 1987. Ms. Kanter brings significant legal knowledge and experience in capital markets, corporate governance, and risk management to the Board. She earned her J.D. from Brooklyn Law School and her B.S. from the University at Albany Massry School of Business. Ms. Kanter is the Chair of the Nominating and Corporate Governance Committee, and a member of the Compensation and Compliance Committees. |

  14. Nominees for Election as a Director

    | Board and Committees | Attendance | | | Overall attendance: 100% | | Board | 6 of 6 | | Compensation | 2 of 2 | | Compliance | 4 of 4 | | Nominating and Corporate Governance | 2 of 2 |

  15. Nominees for Election as a Director

    | Albert G. Lowenthal Age: 80 Not Independent | Mr. Lowenthal joined the Board in 1985. Mr. Lowenthal is Chairman of the Board of Directors, a position he has held since 1985, and Executive Chairman of Oppenheimer & Co. Inc., a position to which he was appointed in 2025. He served as Chief Executive Officer of the Company from 1985 through April 2025. Mr. Lowenthal has worked in the securities industry since 1967. Mr. Lowenthal’s extensive experience in the securities industry and as long tenured Chief Executive Officer of our Company gives him unique insights into the Company’s challenges, opportunities and operations. Since his arrival at the Company, Mr. Lowenthal has built the Company through acquisition and organic growth taking stockholders’ equity from $5 million to $984 million at December 31, 2025. Mr. Lowenthal is R.S. Lowenthal’s father. |

  16. Nominees for Election as a Director

    | Board and Committees | Attendance | | | Overall attendance 100% | | Board | 6 of 6 |

  17. Nominees for Election as a Director

    | Robert S. Lowenthal Age: 49 Not Independent | Mr. Lowenthal joined the Company in 1999 and has been a member of the Board since May 2013. He has held several roles within the Company, including Global Head of Fixed Income, whereby he had overall responsibility for sales, trading, research, Public Finance and Debt Capital Markets. Subsequently, in 2016, he became Head of the Company’s Investment Banking business, leading the division responsible for delivering capital raising and advisory services to privately-held and publicly-traded companies, investment funds and government entities. Mr. Lowenthal was appointed President of the Company in 2021 and Chief Executive Officer of the Company in 2025. Mr. Lowenthal is Chairman of the Oppenheimer & Co. Inc. Management Committee and Co-Chairman of its Risk Management Committee and is a member of several other internal committees, through which he sets the Company’s strategic direction for growth, and oversees both operational and financial risk for the Company. Mr. Lowenthal has an undergraduate degree from Washington University in St. Louis and an MBA from Columbia University. Mr. Lowenthal is A.G. Lowenthal’s son. |

  18. Nominees for Election as a Director

    | Board and Committees | Attendance | | | Overall attendance 100% | | Board | 6 of 6 |

  19. Nominees for Election as a Director

    | R. Lawrence Roth Age: 68 Independent | Mr. Roth joined the Board in July 2018. Mr. Roth’s career has spanned over three decades during which he has been an operator of companies, a dealmaker, a strategic advisor and a successful entrepreneur. Mr. Roth is currently the Managing Partner of Ascentix Partners, formerly RLR Strategic Partners LLC, a consulting company, a position that he has held since October 2016. He became Lead Independent Director of Kingswood Acquisition Corp., a special purpose acquisition company, in October 2020 and resigned in March 2024. Prior to that, from May 2014 to September 2016, Mr. Roth served as Chief Executive Officer of Cetera Financial Group, the nation’s second largest network of independent broker-dealers, with over 9,000 financial advisors supporting approximately two million retail clients and over $200 billion in advisory and brokerage assets. Prior to that, from September 2013 to May 2014, Mr. Roth served as the Chief Executive Officer of Realty Capital Securities, a financial services firm engaged in the independent wealth management business. From January 2006 to September 2013, Mr. Roth was Chief Executive Officer of AIG Advisors Group, one of the largest networks of independent broker-dealers in the country. He started his career as an accountant at Deloitte & Touche, where he become a Certified Public Accountant. Mr. Roth has an undergraduate degree from Michigan State University and a J.D. from the University of Detroit School of Law. He is also a graduate of the Owner/President Management Program at Harvard University’s Graduate School of Business Administration. He is the Chair of the Compensation Committee, and a member of the Compliance and Nominating and Corporate Governance Committees. |

  20. Nominees for Election as a Director

    | Board and Committees | Attendance | | | Overall attendance 100% | | Board | 6 of 6 | | Compensation | 3 of 3 | | Compliance | 4 of 4 | | Nominating and Corporate Governance | 2 of 2 |

  21. Nominees for Election as a Director

    | Suzanne E. Spaulding Age: 69 Independent | Ms. Spaulding joined the Board in March 2024. She currently serves as Senior Adviser at the Center for Strategic and International Studies as of 2018. Throughout her career, she has advised CEOs, boards and government policy makers on how to manage complex security risks across all industry sectors. She served as Under Secretary for cybersecurity and critical infrastructure protection at the Department of Homeland Security (the “DHS”) from 2013-2017. At the DHS from 2011 to 2017, she led the development and implementation of national policies to strengthen security and resilience of critical infrastructure against cyber and physical risks, including CEO-level coordinating councils. She also initiated the strategic planning and multi-year legislative effort that led to the establishment of the first new operational component since the DHS was created, the Cybersecurity and Infrastructure Security Agency. In addition, she collaborated with CEOs of the nation’s largest financial services companies to establish the Financial Systemic Analysis and Resilience Center, as well as leading initiatives to strengthen the cyber insurance market, identify and address key cyber vulnerabilities in national aviation systems, and updating the National Infrastructure Protection Plan. Further, from 2005 to 2011, she was Managing Partner of the Harbor Group; principal in the Bingham Consulting Group; and Of Counsel to Bingham McCutchen, LP. She also served as General Counsel for the Senate Select Committee on Intelligence (1995-1998) and minority staff director for the US House of Representatives Permanent Committee on Intelligence (2003-2004), as well as spending 6 years at the CIA (1989-1995), including as Legal Adviser to the Director of Central Intelligence’s Nonproliferation Center. She was a Congressionally-appointed member of the Cyberspace Solarium Commission (CSC) and is currently a member of CSC 2.0. She sits on the Board of Directors for Hidden Level, Inc., Texas Reliability Entity, Inc. (“TexasRE”), and Girl Security. She chairs the Cyber Advisory Board for Chubb and is an advisor for American University’s Tech, Law and Security Program, and the Center on Cyber and Technology Innovation at the Foundation for Defense of Democracies. She also was a member of the National Association of Corporate Directors (NACD) Blue Ribbon commission on Adaptive Governance: Board Oversight of Disruptive Risk. She earned her BA and JD from the University of Virginia. Ms. Spaulding brings extensive cybersecurity, governance, risk management and strategic planning experience to the Board. She is a member of the Audit, Compliance and Nominating and Corporate Governance Committees. |

  22. Nominees for Election as a Director

    | Board and Committees | Attendance | | | Overall attendance: 100% | | Board | 6 of 6 | | Audit | 5 of 5 | | Compliance Committee | 4 of 4 | | Nominating and Corporate Governance | 2 of 2 |

  23. Nominees for Election as a Director

    Notes: There is no Executive Committee of the Board of Directors. Mr. Behrens, Mr. Dwyer, Ms. Glasser and Ms. Spaulding are members of the Audit Committee. Mr. Dwyer, Mr. Friedman, Ms. Glasser, Ms. Kanter and Mr. Roth are members of the Compensation Committee. Mr. Behrens, Mr. Dwyer, Mr. Friedman, Ms. Glasser, Ms. Kanter, Mr. Roth and Ms. Spaulding are members of the Compliance Committee. Mr. Behrens, Mr. Friedman, Ms. Kanter, Mr. Roth and Ms. Spaulding are members of the Nominating and Corporate Governance Committee. None of the nominees has been involved in any events within the past 10 years that could be considered material to an evaluation of the director.

  24. Board of Directors

    Board of Directors The fundamental responsibility of the Board of Directors is to oversee the management of our business with a view to maximizing stockholder value and ensuring that corporate conduct occurs in a legal and ethical manner through a system of corporate governance and internal controls appropriate to our business. The Board of Directors has adopted and, pursuant to recommendations from the Nominating and Corporate Governance Committee, updates from time to time a statement of Corporate Governance Guidelines to which it adheres. We have a Code of Conduct which is posted on our website at www.oppenheimer.com. No waivers were granted in 2025 or to date in 2026 under the Code of Conduct for any directors, officers or employees. In fulfilling its mandate, the Board’s responsibilities include: • monitoring and overseeing the Company’s strategic planning; • monitoring the performance of the Company’s business, evaluating opportunities and risks, and controlling risk; • monitoring systems for audit, internal control and information management; monitoring the performance of senior management of the Company, including the Chief Executive Officer, and delegating responsibility for the day-to-day operations of the Company to senior management; satisfying itself as to the integrity of the Chief Executive Officer and other senior management and ensuring that they create a culture of integrity throughout the Company; overseeing the monitoring of compliance with applicable regulatory requirements, as well as assessing reports related to the Company’s compliance and supervision programs, reviewing findings and communications from regulators, including reports related to regulatory examinations, and assessing the adequacy of the Company’s responses thereto; • succession planning for senior management and directors; • remuneration of the executive officers and reviewing the general compensation policies of the Company; • governance, including composition and effectiveness of the Board; • monitoring compliance with the Company’s legal and regulatory compliance policies and related legal and regulatory requirements of the Company’s subsidiaries; • monitoring compliance with the Code of Conduct adopted by the Board; • reviewing the implementation of significant regulatory initiatives, including those related to anti-money laundering; and • receiving regular updates on technology initiatives, including those related to cybersecurity.

  25. Director Compensation

    Director Compensation The following table describes director compensation for the year ended December 31, 2025 paid to the directors other than Mr. A.G. Lowenthal and Mr. R.S. Lowenthal, who receive no compensation in connection with their service on our Board of Directors.

  26. 2025 DIRECTOR COMPENSATION TABLE

    2025 DIRECTOR COMPENSATION TABLE

  27. 2025 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) | | (a) | (b)(1) | (c)(2)(3) | (d)(2) | (h) | | E. Behrens | $88,000 | $173,754 | $— | $261,754 | | T.M. Dwyer | $114,000 | $173,754 | $— | $287,754 | | P.M. Friedman | $126,000 | $173,754 | $— | $299,754 | | T.A. Glasser | $88,000 | $173,754 | $— | $261,754 | | S.J. Kanter | $100,000 | $173,754 | $— | $273,754 | | R.L. Roth | $101,000 | $173,754 | $— | $274,754 | | S.E. Spaulding | $88,000 | $28,234 | $— | $116,234 |

  28. Notes to 2025 Director Compensation Table

    Notes to 2025 Director Compensation Table (1) In the year ending December 31, 2025 we paid directors’ fees as follows:

  29. Notes to 2025 Director Compensation Table

    | Annual Retainer Fee | $50,000 | | Board Meeting Fees | $5,000 per meeting attended in person and $2,000 per meeting attended by telephone/virtual | | Committee Meeting Fees | $1,000 per meeting attended | | Lead Director and Chairman of the Audit Committee | $25,000 | | Committee Chairmen, except Audit | $15,000 |

  30. Notes to 2025 Director Compensation Table

    (2) The values of restricted stock awards (granted under the Company’s 2024 Incentive Plan) represent the grant date fair value of awards granted in the fiscal year. The underlying assumptions and methodology used to value our stock awards are described in note 17 to our consolidated financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025 which is available on our web site at www.oppenheimer.com or in paper on request. Details of restricted stock awards held by the Named Executives appear in the “Outstanding Equity Awards Table” and notes thereto, appearing below. Details of options and restricted stock held by our non-employee directors appear below under “Director Stock-based Compensation.” (3) Non-employee directors receive annual stock awards of restricted Class A Stock as determined by the full Board of Directors (1,500 restricted shares each on January 29, 2025 and 1,400 shares on February 26, 2026) which vest as follows: 25% six months from the initial grant date and 25% on each subsequent one year anniversary of the grant date. Directors are expected to accumulate and hold at least 6,000 shares of the Company’s Class A Stock and have three years after joining the Board of Directors to achieve that position. In 2025, the directors were paid directors’ fees in cash of $705,000 in the aggregate. Directors are reimbursed for travel and related expenses incurred in attending board and committee meetings. The directors who are not our employees are also entitled to the grant of stock awards under the Company’s 2024 Incentive Plan, which was adopted effective as of March 1, 2024 and ratified by our stockholders on May 6, 2024. Reference is made to the table under “Director Stock-based Compensation” below. Directors who are our employees are not entitled to receive compensation for their service as directors. The Company has not made contributions to any tax exempt organizations in which an independent director serves as an executive officer. We operate in a challenging marketplace in which our success depends upon, among other things, our ability to attract and retain non-employee directors of the highest caliber. The Board believes that we must offer a competitive non-employee director compensation program if we are to successfully attract and retain the best possible candidates for these important positions of responsibility.

  31. Outstanding Equity Awards Table As of December 31, 2025

    Outstanding Equity Awards Table As of December 31, 2025

  32. Outstanding Equity Awards Table As of December 31, 2025

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiry Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h)(5) | (i) | (j) | | E. Behrens | — | — | — | — | — | 625 (1) | $45,181 (1) | — | — | | | — | — | — | — | — | 1,500 (2) | $108,435 (2) | — | — | | | — | — | — | — | — | 1,125 (3) | $81,326 (3) | — | — | | T.M. Dwyer | — | — | — | — | — | 625 (1) | $45,181 (1) | — | — | | | — | — | — | — | — | 1,500 (2) | $108,435 (2) | — | — | | | — | — | — | — | — | 1,125 (3) | $81,326 (3) | — | — | | P. Friedman | — | — | — | — | — | 625 (1) | $45,181 (1) | — | — | | | — | — | — | — | — | 1,500 (2) | $108,435 (2) | — | — | | | — | — | — | — | — | 1,125 (3) | $81,326 (3) | — | — | | T.A. Glasser | — | — | — | — | — | 625 (1) | $45,181 (1) | — | — | | | — | — | — | — | — | 1,500 (2) | $108,435 (2) | — | — | | | — | — | — | — | — | 1,125 (3) | $81,326 (3) | — | — | | S.J. Kanter | — | — | — | — | — | 1,500 (2) | $108,435 | — | — | | | — | — | — | — | — | 1,125 (3) | $81,326 (3) | — | — | | R.L. Roth | — | — | — | — | — | 625 (1) | $45,181 (1) | — | — | | | — | — | — | — | — | 1,150 (2) | $83,134 (2) | — | — | | | — | — | — | — | — | 1,125 (3) | $81,326 (3) | — | — | | S.E. Spaulding | — | — | — | — | — | 1,125 (3) | $81,326 (3) | — | — | | | — | — | — | — | — | 3,000 (4) | $216,870 (4) | — | — |

  33. Outstanding Equity Awards Table As of December 31, 2025

    Notes to Outstanding Equity Awards Table: (1) Restricted stock award for 2,500 shares of Class A Stock was granted on January 26, 2023 with vesting as follows: 25% on July 25, 2023, January 25, 2024, January 25, 2025 and January 25, 2026. (2) Restricted stock award for 3,000 shares of Class A Stock was granted on January 25, 2024 with vesting as follows: 25% on July 24, 2025, January 24, 2025, January 24, 2026 and January 24, 2027. (3) Restricted stock award for 1,500 shares of Class A Stock was granted on January 30, 2025 with vesting as follows: 25% on July 29, 2025, January 29, 2026, January 29, 2027 and January 29, 2028. (4) Restricted stock award for 3,000 shares of Class A Stock was granted on September 17, 2025 with vesting as follows: 25% on March 16, 2026, September 16, 2026, September 16, 2027 and September 16, 2028. (5) The market value is based on the closing price of the Class A Stock on the NYSE on Tuesday, December 31, 2025 of $72.29. On February 26, 2026, the non-employee directors were each granted restricted stock awards of 1,400 shares of Class A Stock. These awards each vest in the amount of 25% on August 25, 2026, February 25, 2027, February 25, 2028 and February 25, 2029.

  34. Option Exercises and Stock Vested For the Year Ended December 31, 2025

    Option Exercises and Stock Vested For the Year Ended December 31, 2025

  35. Option Exercises and Stock Vested For the Year Ended December 31, 2025

    | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | E. Behrens | — | — | 2,375 | $173,754 | | T.M. Dwyer | — | — | 2,375 | $173,754 | | P.M. Friedman | — | — | 2,375 | $173,754 | | T.A. Glasser | — | — | 2,375 | $173,754 | | S.J. Kanter | — | — | 1,125 | $82,804 | | R.L. Roth | — | — | 2,375 | $173,754 | | S.E. Spaulding | — | — | 375 | $28,234 |

  36. Determination of 2025 Compensation

    Determination of 2025 Compensation The Compensation Committee, (i) develops, in consultation with the Chief Executive Officer, criteria related to incentive compensation for certain senior executives of the Company’s subsidiaries; (ii) reviews recommendations made by the Chief Executive Officer with respect to the salary, bonus and other compensation paid and provided to our senior management, and makes recommendations to the Board of Directors with respect to the compensation of senior management; and (iii) develops criteria on an annual basis related to incentive compensation for, and approves the compensation of, Mr. A.G. Lowenthal and Mr. R.S. Lowenthal. For a discussion of the compensation for the Chief Executive Officer, see the section entitled “2025 Chief Executive Officer Compensation” below. The Compensation Committee makes recommendations to the Board after consultation with and receiving recommendations from the Chief Executive Officer with respect to each Named Executive who is not a member of the Board as to their annual salary and annual bonus and also makes grants of share-based awards by reference to the executive’s position, responsibilities and performance. Some of the factors considered by the Compensation Committee are: • the Named Executive’s responsibilities relative to our total shareholder return, revenue and net income, use of invested capital and degree of firm capital at risk; • the Named Executive’s impact on key strategic initiatives; and • the Named Executive’s performance and contributions to the management of the Company. The Chief Executive Officer assessed each Named Executive’s (other than the Chief Executive Officer himself), as well as other senior officers’, performance under the foregoing criteria and reviews such assessment with the Compensation Committee. Our non-financial or qualitative performance assessment criteria for our Named Executives (as appropriate in different competencies) include: • strategic thinking; • risk management; • integrity; • business judgment; • building and facilitating a corporate culture of ethical, compliant and responsible behavior; • leadership; • managing employee performance and morale; and • financial responsibility. Base Salary. The base salaries of Mr. A.G. Lowenthal, our Chairman, and Mr. R.S. Lowenthal, our Chief Executive Officer since May 2025, are set by the Compensation Committee. Salaries paid to senior executive officers are reviewed annually by the Compensation Committee considering recommendations made by the Chief Executive Officer based on his assessment of the nature of the position, and the skills, experience and performance of each senior executive officer, as well as salaries paid by comparable companies in our industry. The Compensation Committee then makes recommendations to the Board of Directors with respect to base salaries. Base salaries paid to the Named Executives in 2025 were not increased from 2024 levels, except for an increase to our CEO’s base salary when he was appointed to the position in May, 2025. Annual Cash Bonus. Bonuses paid to our senior executive officers are reviewed annually by the Compensation Committee after considering recommendations made by the Chief Executive Officer and the Chairman of the Board of Directors based on their assessment of the performance of the Company, the individual contribution of each senior executive officer to such performance and their competencies. Mr. R.S. Lowenthal is paid pursuant to a performance and incentive-based compensation framework established by the Compensation Committee. The Compensation Committee then makes recommendations to the Board of Directors with respect to annual cash bonuses. Senior executive officers, including the Chief Executive Officer and the Chairman of the Board of Directors may be offered the right to elect to defer a portion of their annual bonus and performance-based compensation under our Executive Deferred Compensation Plan (“EDCP”) or the Investment Banking and Capital Markets Deferred Compensation Plan (“CMDP”), each a non-qualified unfunded plan. In addition, under the CMDP, an officer may be made the subject of a mandatory deferral of cash compensation. No officer made a deferral into the EDCP in 2025. See “Deferred Compensation Plans” below. Stock Option Grants. Under the 2024 Incentive Plan, our senior executive officers and employees may be granted stock options by the Compensation Committee based upon a variety of considerations. Due to the relatively high cost of expensing stock option awards under applicable accounting guidance, we have limited our use of this form of award in favor of stock awards. Stock Awards. Under the 2024 Incentive Plan, our and our subsidiaries’ executive officers and employees are granted stock awards by the Compensation Committee based upon recommendations from the Chief Executive Officer (except for the Chief Executive Officer himself and the Chairman of the Board) and other considerations relating to the contribution and performance of the specific award recipient. Mr. A.G. Lowenthal and Mr. R.S. Lowenthal are paid pursuant to a performance and incentive-based compensation framework established by the Compensation Committee. In addition, stock awards may be given as an inducement to employment for new employees or as a retention tool for existing employees. Stock awards are generally subject to a significant vesting period and we believe that these awards are useful in retaining and motivating our executive personnel. On January 29, 2025, the Compensation Committee awarded a total of 203,375 shares of restricted Class A Stock to our employees. Of these restricted shares, 118,375 shares will cliff vest three years from the date of the grant and 85,000 shares will cliff vest five years from the date of the grant. These awards will be expensed over the applicable three or five year vesting period. Of those awards, Mr. Albano and Mr. Harrington were each awarded 3,000 shares. Mr. Watkins was awarded 2,000 shares. Additionally, Mr. R. S. Lowenthal was awarded 15,000 shares and Mr. A.G. Lowenthal was awarded 32,500 shares as part of the results of their 2024 compensation frameworks. The shares awarded to Mr. Albano and Mr. Harrington will cliff vest three years from the date of the grant, and the shares awarded to Mr. A.G. Lowenthal, Mr. R.S. Lowenthal and Mr. Watkins will cliff vest five years from the date of the grant, all of which awards will be expensed over their respective vesting periods. On February 6, 2026, the Compensation Committee awarded a total of 330,440 shares of restricted Class A Stock (with a February 6, 2026 grant date) to certain of our employees. Of these restricted shares, 138,865 shares will cliff vest three years from the date of the grant and 191,755 shares will cliff vest five years from the date of the grant. These awards will be expensed over the applicable three or five year vesting period. Of those awards, Mr. Albano was awarded 3,300 shares and Mr. Harrington was awarded 3,000 shares. Mr. Watkins was awarded 2,000 shares. Additionally, Mr. R. S. Lowenthal was awarded 100,000 shares and Mr. A.G. Lowenthal was awarded 40,000 shares as part of the results of their 2025 compensation frameworks. The shares awarded to Mr. Albano and Mr. Harrington will cliff vest three years from the date of the grant, and the shares awarded to Mr. A.G. Lowenthal, Mr. R.S. Lowenthal, and Mr. Watkins will cliff vest five years from the date of the grant, all of which awards will be expensed over their respective vesting periods.

  37. Determination of 2025 Compensation

    No Backdating or Spring Loading. We do not backdate stock awards or grant them retroactively. In addition, we generally make our stock awards at regular times each year. We do not plan to coordinate grants of stock awards so that they are made before the announcement of favorable information, or after the announcement of unfavorable information. Our stock awards are granted by the Compensation Committee at fair market value on a fixed date or event (such as the first regular meeting of the Board of Directors following an employee’s hire), with all required approvals obtained in advance of or on the actual grant date. All grants of stock awards to employees are made by the Compensation Committee. Fair Market Value. Fair market value has been consistently determined, as required by the 2024 Incentive Plan, as the share closing price on the NYSE on the grant date. Stock Ownership and Trading Policy. Directors are expected to accumulate and hold at least 6,000 shares of the Company’s Class A Stock and have three years after joining the Board of Directors to achieve that position. All sitting directors either meet that criteria, or are on a track to do so. There are no such ownership expectations for the Named Executives or other employees. The Company prohibits our executive officers and directors (and their immediate family members and affiliates) from short selling, dealing in publicly-traded options, or dealing in any other type of derivative security related to our Class A and Class B Stock. Negative Discretion. Notwithstanding anything to the contrary in the Company’s incentive compensation plans and equity-based plans, the Compensation Committee may, in its sole discretion, reduce or eliminate the bonus amount or grant or award otherwise payable to any participant for a particular performance period at any time prior to the payment of bonuses or grants or awards to participants for such performance period. Compensation Recovery Policy. In January 2011, the Compensation Committee recommended and the Company established a compensation recovery policy, subsequently updated in March of 2017 and again in October of 2023, that affects incentive compensation paid to its executive officers. In the event of an accounting restatement due to the material non-compliance with any financial reporting requirement under the securities laws, including correcting an error that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected, or left uncorrected, in the current period, the Company is required to recover the amount of any excess incentive-based compensation paid to its executive officers (both current and former, as determined by the Compensation Committee) for the three fiscal years before the determination that a restatement is required and any transition period within or immediately following those three completed fiscal years. The policy defines incentive-based compensation as any compensation granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure, such as revenue, stock price or total shareholder return. The amount recovered includes the excess of any incentive-based compensation paid to any executive officer based upon the erroneous data over the incentive-based compensation that would have been paid to the executive officer had it been based upon the restated results without regard to any taxes paid, as determined by the Compensation Committee. Beneficiaries that have received stock awards have an agreement whereby such awards are subject to such clawback provisions as are described in the immediately preceding paragraph. All senior executives and other employees holding restricted stock awards are subject to such provisions. Until such time as any new policies are developed and implemented by the Company, the Company will not hesitate to pursue recourse against any employee in the case of employee fraud or misconduct. Policies and Practices Related to the Timing of Equity Awards. Although we do not have a formal policy regarding the timing of awards of stock options, stock appreciation rights or similar option-like instruments to our Named Executive Officers, we do not make these awards or any other form of equity compensation in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on stock option, stock appreciation right or other equity award grant dates for the purpose of affecting the value of executive compensation. In recent years, none of our Named Executive Officers have been granted any options to purchase shares of our Class A Stock. The Company has awarded stock appreciation rights (OARs, as defined below) to certain employees (none of whom are Named Executive Officers, who are not eligible to receive OARs) as part of their compensation package based on a formula reflecting gross production, length of service and client assets. These awards have a fixed grant date of once per year in January and vest five years from the grant date. Deferred Compensation Plans. Executive Deferred Compensation Plan. The Executive Deferred Compensation Plan (the “EDCP”) provides for voluntary deferral of year-end bonuses by our senior executives, which deferral option may or may not be offered in a given year. These voluntary deferrals can be deferred on a tax-free basis until a specified future time and are not subject to vesting. We do not make contributions to the EDCP for the Named Executives and other senior level executives. None of the Named Executives made a contribution to the EDCP for fiscal year 2025. Investment Banking and Capital Markets Deferred Compensation Plan. On December 15, 2021, the Company adopted the Oppenheimer & Co. Inc. Investment Banking and Capital Markets Deferred Compensation Plan (“CMDP” or the “Plan”) for eligible employees in the Capital Markets business segment. An employee is eligible to participate in the Plan if the employee (i) is an Investment Banking Division employee of Oppenheimer & Co. Inc. with a title of Associate or above whose previous year’s salary and bonus exceeded $200,000, or (ii) is a professional working in the Oppenheimer & Co. Inc. Capital Markets Division (but not the Investment Banking Division) who is designated by the Plan Administrator (in its sole discretion) as eligible to participate in the Plan. The CMDP has both mandatory and elective contributions. The amount of compensation subject to mandatory deferral (“Bonus Deferral Credit”) is based on a schedule maintained by the Plan Administrator (which is the Compensation Committee) from time to time. The Bonus Deferral Credits vest ratably over a period of three years and are distributed upon vesting. For the elective portion, a participant is eligible if their base salary and bonus exceed $500,000 and he or she may elect to defer up to 50% of the total of their base salary and bonus amounts (“Elective Deferral Credit) for a five year or 10 year period. The Elective Deferral Credit is 100% vested at all times. The Company provides a Matching Credit of 10% of the Elective Deferral Credit which vests on the last day of the Performance Year (as defined in the CMDP) attributable to the Matching Credit. The Elective Deferral Credit and the Matching Credit are distributed in lump sums in the year following the fifth or tenth anniversary of the last day of the Performance Year (as defined in the CMDP), depending on the participant’s election. At December 31, 2025, the Company’s obligation related to the CMDP totaled $28,947,292 ($16,527,132 of which has vested), which amount is comprised of Bonus Deferral Credits. Mr. R.S. Lowenthal was not subject to a mandatory deferral contribution to the CMDP for the 2025 performance year and did not make an elective deferral contribution.

  38. Determination of 2025 Compensation

    Further description of the Company’s deferred compensation arrangements can be found in note 17 to our consolidated financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended on December 31, 2025. Stock Appreciation Rights. The Company has awarded stock appreciation rights (“OARs”) to certain employees (none of whom are the Named Executives) as part of their compensation package based on a formula reflecting gross production, length of service and client assets. These awards are granted once per year in January with respect to the prior year’s production. The OARs vest five years from the grant date and are settled in cash on vesting. Further description of the OARs can be found in note 17 of our consolidated financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025. Profit Interests. Oppenheimer Principal Investments LLC (“OPI”) is a Delaware special purpose “Series” limited liability company formed in December 2020 and designed to retain and reward talented employees of the Company, primarily in connection with the deployment of Company capital into successful private market investments, and also in connection with the Company’s receipt of non-cash compensation from investment banking assignments. OPI is designed to promote alignment of Company, client and employee interests as they relate to profitable investment opportunities. This program acts as an incentive for senior employees to identify attractive private investments for the Company and its clients, and as a retention tool for key employees of the Company. OPI treats its members as partners for tax purposes generally and with respect to the separate Series formed to participate in (i) the incentive fees generated by successful client investments in the Company’s Private Market Opportunities program, or (ii) principal investments made by the Company or a portion of the gains thereon, either through the outright purchase of an investment or consideration earned in lieu of an investment banking fee or other transaction fee. Employees who become members of a Series receive a “profit interest”, as that term is used in Internal Revenue Service (“IRS”) regulations, and receive an allocation of capital appreciation of the investment held by the particular Series that exceeds a threshold amount established for each Series. Participating employees are also subject to vesting and forfeiture requirements for each Series investment. Benefits. The Named Executives who are U.S.-based salaried employees participate in a variety of benefits designed to enable us to attract and retain our workforce in a competitive marketplace. We help ensure a productive and focused workforce through a healthcare program and our other benefits. Deferred compensation and 401(k) plans help employees, especially long-service employees, save and prepare financially for retirement. The Named Executives receive the same benefits as all full-time employees and no others beyond those described in this Compensation Discussion and Analysis. Our qualified 401(k) Plan allowed employees to contribute up to $23,500 for 2025 plus an additional $7,500 for employees over age 50. Employees may continue to retain their 401(k) Plan account after they leave us so long as their account balance is $5,000 or more. We do not sponsor a pension plan for our employees. Perquisites. We provide one perquisite to our Chairman, Mr. A.G. Lowenthal, and our Chief Executive Officer, Mr. R.S. Lowenthal: each has a Company-paid parking arrangement. The primary purpose of this parking arrangement is to minimize distractions from the executive’s attention to important corporate matters. Perquisites are quantified in the “Summary Compensation Table” below and detailed in the “All Other Compensation Table” below. We do not provide the Named Executives with any other perquisites, such as split-dollar life insurance, reimbursement for legal counseling for personal matters, or tax reimbursement payments. Except as described below, we do not provide loans to executive officers, other than margin loans in margin accounts with us in connection with the purchase of securities (including our securities), which margin accounts are substantially on the same terms, including interest rates and collateral, as those prevailing from time to time for comparable transactions with non-affiliated persons and do not involve more than the normal risk of collectability. See “Certain Relationships and Related Party Transactions,” below. Separation and Change in Control Arrangements. Our Named Executives, other than Mr. Watkins, are not eligible for benefits and cash payments if employment terminates in a separation or if there is a change in control. As discussed in more detail below, Mr. A.G. Lowenthal and Mr. R.S. Lowenthal received stock award grants for the 2025 fiscal year in February of 2026. Each stock award contains a provision that the award vests on the earlier of (i) five years or (ii) the death, disability of the recipient or a Change of Control of the Company. A “Change of Control” shall be deemed to occur upon the occurrence of any of the following events: (1) sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to a person other than any of the Permitted Holders or (2) the Company becomes aware (by way of report or any other filings pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) of the acquisition by any person or group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than any of the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act, or any successor provision), of 50% or more of the total voting power of Voting Stock of the Company or any direct or indirect parent of the Company. As used in this definition, “Voting Stock” means capital stock issued by a corporation, or equivalent interests in any other person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such persons, even if the right to so vote has been suspended by the happening of such a contingency. For purposes of this paragraph, a “Permitted Holder” means (i) Mr. A.G. Lowenthal, any current or former spouse of his and any direct or indirect descendants and immediate family, including by marriage, and (ii) trusts, partnerships or other investment vehicles controlled by or for the primary benefit of the persons referred to in clause (i).

  39. Determination of 2025 Compensation

    B. Watkins Employment Arrangement. The Company provided Mr. Brad M. Watkins with an offer letter, dated May 6, 2022, that stipulates that he will serve as Executive Vice President and Chief Financial Officer of the Company, Oppenheimer & Co. Inc. and certain subsidiaries and affiliated entities on an “at-will” basis. Pursuant to his offer letter, Mr. Watkins is to receive an annual base salary of $300,000 and is eligible to receive a discretionary cash bonus with respect to each complete calendar year during which he remains employed, as well as deferred or other stock awards as may be determined by the Compensation Committee, including a deferred stock award of 10,000 shares of Class A Stock upon commencement of his employment vesting on the fifth anniversary of the issuance date (the “Initial Grant”). Pursuant to his offer letter, Mr. Watkins is also eligible to receive, during his first five years of employment if he is terminated other than “For Cause” (as defined in the offer letter), an amount of separation pay in an amount equal to (i) a minimum of eight months of his then base salary and a prorated bonus payment equal to 67% of the amount that is equal to the average of his last three years of discretionary cash bonuses or such lesser number of years if he is employed less than three years, and (ii) 10,000 times the closing price of the Class A Stock on the NYSE on his termination date times a percentage equal to the number of whole months (but not days) elapsed since the date of the Initial Grant divided by sixty. Mr. Watkins has agreed to provide the Company with at least 120 days prior written notice of his retirement, resignation or other termination of employment and not to recruit the Company’s employees or clients for a period of one year following the termination of his employment. 2025 Chief Executive Officer Compensation. In February 2025, the Company announced that Mr. A.G. Lowenthal would step down as Chief Executive Officer of the Company and its primary operating subsidiary, Oppenheimer, effective at the close of the 2025 Annual Meeting of Stockholders. Accordingly, on May 6, 2025, Mr. R.S. Lowenthal became Chief Executive Officer of the Company and Oppenheimer. Mr. A.G. Lowenthal continued as Chairman of the Board of Directors, as well as Executive Chairman of Oppenheimer. Mr. R.S. Lowenthal, our Chief Executive Officer, is a Director and the son of Mr. A.G. Lowenthal. He is paid an annual base salary set by the Compensation Committee, incentive compensation in the form of a cash bonus, and a long term incentive payment usually made in the form of restricted stock. In addition, at the discretion of the Compensation Committee, he is eligible for additional bonuses and/or grants of stock options and restricted stock. Under the framework set up by the Compensation Committee, our Chief Executive Officer’s incentives are substantially all quantitative measures driven off the Company’s core business model and designed to bring executive incentives, performance and compensation into a close relationship, although the Compensation Committee retains the discretion to make awards to our Chief Executive Officer based on qualitative measures. Mr. R.S. Lowenthal’s role in determining our success or failure has a very significant bearing on our ultimate results and financial condition because of the nature of his responsibilities as Chief Executive Officer. Therefore, the Compensation Committee has determined that a high proportion of his annual compensation should be subject to variability to reflect our Company’s results and those of key performance indices. The variability is reflected in the table below showing the components of compensation on the left hand side with approximate percentages that serve as a target for the components in any given year.

  40. 2025 Compensation Arrangement for A.G. Lowenthal

    2025 Compensation Arrangement for A.G. Lowenthal Mr. A.G. Lowenthal, our Chairman of the Board of Directors of the Company and Executive Chairman of Oppenheimer, is a Director and father of Mr. R.S. Lowenthal. In accordance with the Compensation Committee Charter with respect to compensation of Named Executives who are also Directors, the Compensation Committee is required to approve Mr. A.G. Lowenthal’s compensation. Mr. A.G. Lowenthal is paid an annual base salary, incentive compensation in the form of a cash bonus, and a long term incentive payment, usually made in the form of restricted stock. In addition, at the discretion of the Compensation Committee, he is eligible for additional bonuses and/or grants of stock options and restricted stock. Under the framework set up by the Compensation Committee, Mr. A.G. Lowenthal’s incentives are normally substantially quantitative measures driven off of the overall results of the Company’s business model, and are designed to bring executive incentives, performance and compensation into a close relationship, although the Compensation Committee retains the discretion to make awards to Mr. A.G. Lowenthal based on qualitative measures. After reviewing the Company’s 2025 performance, the Compensation Committee subsequently evaluated compensation for Mr. R.S. Lowenthal based upon both financial and non-financial, qualitative measures. At the conclusion of 2025, the Compensation Committee took note of the overall revenue, pre-tax income and total shareholder return for the Company. By applying the 2025 results to the framework set out above, the Compensation Committee determined to grant a Performance Award for Mr. A.G. Lowenthal and directed it be paid $2,000,000 in cash and a stock grant of 40,000 shares of Class A Stock, which grant was issued on February 6, 2026 and the cash value of which was $3,699,200 based on that day’s closing price of the Class A Stock on the NYSE of $92.48. The award will cliff vest on the earlier of (i) five years from the date of grant or (ii) Mr. A.G. Lowenthal’s death or disability or the date of a Change of Control of the Company. The Compensation Committee continued Mr. A.G. Lowenthal’s base salary for 2026 at $500,000, unchanged from 2025.

  41. CEO Pay Ratio

    CEO Pay Ratio We believe that executive pay must be consistent and internally equitable in order to motivate employees to perform in ways that create and enhance shareholder value. We are committed to internal pay equity, and the Compensation Committee monitors the relationship between the pay that our executive officers receive and the pay that our non-executive employees receive. The Compensation Committee reviewed a comparison of our CEO’s annual total compensation in 2025 to that of all other employees for the same period. The compensation for our CEO was approximately 48 times the median pay of our domestic employees. Our CEO-to-median employee ratio is calculated in accordance with SEC requirements pursuant to Item 402(u) of Regulation S-K. We identified the median employee by examining the 2025 total cash compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2025, the last day of our payroll year and who had been employed by us for the entire 2025 fiscal year. We included all employees, whether employed on a full-time, part-time or seasonal basis, except for those employees employed by non-U.S. subsidiaries, which make up less than 5% of our employee population. We did not make any assumptions, adjustments, or estimates with respect to total cash compensation, and we did not annualize the compensation for any full-time employees who were not employed by us for all of 2025. We believe that the use of total cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees. Approximately 6% of our employees receive annual equity awards. After identifying the median employee based on total cash compensation, we calculated annual total compensation for such employee using the same methodology that we use for the Named Executives as set forth in the “2025 Summary Compensation Table”. The annual total compensation for 2025 was $8,322,100 (see footnote 1 below) for our CEO and $174,000 for our median employee. Mr. A.G. Lowenthal served as CEO until May 2025. Mr. R.S. Lowenthal has served as CEO since May 2025. The table below reflects the compensation provided to each CEO during the period each served as CEO. As illustrated in the table below, our 2025 CEO to median employee pay ratio is 48:1.

  42. CEO Pay Ratio

    | | CEO to Median Employee Pay Ratio | | | | CEO | Median Employee | | Base Salary (3) | $500,000 | $107,000 | | Stock Awards (1)(3) | $5,816,100 | $— | | Non-equity Incentive Plan Compensation (3) | $2,000,000 | $67,000 | | Nonqualified Deferred Compensation Earnings (2)(3) | $— | $— | | All Other Compensation (3) | $6,000 | $— | | Total | $8,322,100 | $174,000 |

  43. CEO Pay Ratio

    This amount represents the grant date fair value of a 40,000 share award granted to Mr. A.G. Lowenthal on January 28, 2026 (for the 2025 performance year) which remains subject to vesting on the earlier of five years or Mr. Lowenthal’s date of death, as well as share awards that vested in 2025. (2) This amount represents the distributions received by the CEO from the CMDP in fiscal year 2025. Mr. A.G. Lowenthal did not receive any distributions. (3) The CEO annual total compensation represents the compensation actually received by each CEO during the period each served as CEO, which compensation has been subsequently combined.

  44. SUMMARY COMPENSATION TABLE For the Year Ended December 31, 2025

    SUMMARY COMPENSATION TABLE For the Year Ended December 31, 2025 The following table sets forth the total annual compensation paid or accrued by us to or for the account of our Chairman, our Chief Executive Officer and our Chief Financial Officer for the three years ended December 31, 2025. In an effort to provide more complete disclosure, the table lists the next two most highly paid executive officers of our principal subsidiary, Oppenheimer & Co. Inc., whose total cash compensation for the year ended December 31, 2025 exceeded $100,000.

  45. SUMMARY COMPENSATION TABLE For the Year Ended December 31, 2025

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | (a)(5) | (b) | (c) | (d)(1) | (e)(2) | (f)(2) | (g)(1) | (h)(3)(6) | (i)(4) | (j) | | A. G. Lowenthal (7) Chairman and Director of the Company and Executive Chairman of Oppenheimer & Co. Inc. | 2025 | $500,000 | $— | $2,247,700 | $— | $2,000,000 | $— | $9,000 | $4,756,700 | | | 2024 | $500,000 | $— | $1,487,300 | $— | $500,000 | $— | $8,200 | $2,495,500 | | | 2023 | $500,000 | $— | $1,350,600 | $— | $450,000 | $— | $5,750 | $2,306,350 | | R. S. Lowenthal (8) CEO and Director of the Company and CEO of Oppenheimer & Co. Inc. | 2025 | $500,000 | $— | $1,037,400 | $— | $8,000,000 | $— | $9,000 | $9,546,400 | | | 2024 | $300,000 | $— | $743,600 | $— | $7,000,000 | $— | $8,200 | $8,051,800 | | | 2023 | $300,000 | $— | $900,400 | $— | $4,500,000 | $— | $— | $5,700,400 | | P. Albano Senior Managing Director and Head of Oppenheimer & Co. Inc.’s Fixed Income Business | 2025 | $300,000 | $2,500,000 | $211,080 | $— | $— | $— | $3,000 | $3,014,080 | | | 2024 | $300,000 | $2,250,000 | $133,700 | $— | $— | $— | $2,200 | $2,685,900 | | | 2023 | $300,000 | $1,200,000 | $161,245 | $— | $— | $— | $— | $1,661,245 | | E. Harrington Senior Managing Director and Head of Oppenheimer & Co. Inc.’s Private Client Division | 2025 | $275,000 | $1,350,000 | $259,350 | $— | $— | $— | $3,000 | $1,887,350 | | | 2024 | $275,000 | $1,290,000 | $185,900 | $— | $— | $— | $2,200 | $1,753,100 | | | 2023 | $262,500 | $940,000 | $225,100 | $— | $— | $— | $— | $1,427,600 | | B. Watkins CFO of the Company and Executive Vice President and CFO of Oppenheimer & Co. Inc. | 2025 | $300,000 | $850,000 | $138,320 | $— | $— | $— | $3,000 | $1,291,320 | | | 2024 | $300,000 | $750,000 | $130,130 | $— | $— | $— | $2,200 | $1,182,330 | | | 2023 | $300,000 | $500,000 | $112,500 | $— | $— | $— | $— | $912,500 |

  46. SUMMARY COMPENSATION TABLE For the Year Ended December 31, 2025

    Notes to Summary Compensation Table: (1) The Bonus and Non-Equity Incentive Plan Compensation amounts are not reduced by the Named Executive’s election, if any, to defer receipt of bonuses into the EDCP or to convert a portion of his bonus into the purchase of Class A Stock. None of these conditions applied in 2025. (2) The values of stock options (granted under the 2014 and 2024 Incentive Plans) and stock awards (granted under the 2014 and 2024 Incentive Plans) represent the grant date fair value of awards granted in the fiscal year for the prior performance year. The fair value of the stock awards is determined based upon the grant date closing price of the Class A Stock, adjusted for the present value of dividends. The underlying assumptions and methodology used to value our stock options and stock awards are described in further detail in our consolidated financial statements for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025 which is available without charge, except for exhibits to the report, by (i) writing to Oppenheimer Holdings Inc., 85 Broad Street, 22nd Floor, New York, New York 10004, Attention: Secretary, (ii) calling 1-800-221-5588, (iii) emailing us with your request at info@opco.com, (iv) accessing our website at https://www.oppenheimer.com/about-us/investor-relations, or (v) accessing the PDF copy filed with the SEC. Exhibits will be provided upon request and payment of a reasonable fee. Details of stock options and stock awards held by the Named Executives appear in the “Outstanding Equity Awards Table” and notes thereto appearing below. Awards granted in February of 2026 (which awards are not included in this table) when added to the prior year’s cash bonus and salary, taken together, yield the total annual compensation awarded for the performance of the Named Executives for 2025. We have the EDCP, a nonqualified deferred compensation plan into which senior executives, including the Named Executives, could elect to defer some or all of their year-end bonuses. No Named Executive made a deferral in 2026 for the 2025 performance year. We also have the CMDP, a nonqualified deferred compensation plan for Capital Markets Division employees. Mr. R.S. Lowenthal was not subject to a mandatory deferral into the CMDP for the 2025 performance year, and he did not make an elective deferral to the CMDP. No above-market earnings were recorded. Details about the earnings from the CMDP and EDCP appear below in the “Nonqualified Deferred Compensation Table.” See the chart below — “All Other Compensation Table” — for a description of the amounts appearing in column (i). All other compensation includes perquisites and commission income. (5) The two executive officers of Oppenheimer & Co. Inc. appearing in the table are not officers of Oppenheimer Holdings Inc. and they do not perform any policy making functions for Oppenheimer Holdings Inc. (6) Earnings on deferred compensation are based upon changes in the value of the Company’s stock in which they are invested and are not above-market or preferential. Consequently, column (h) does not reflect any earnings. (7) Mr. A.G. Lowenthal served as Chief Executive Officer of the Company and Oppenheimer until his resignation effective May 6, 2025. (8) Mr. R.S. Lowenthal was appointed as Chief Executive Officer of the Company and Oppenheimer, effective May 6, 2025.

  47. Grants of Plan-Based Awards For the Year Ended December 31, 2025

    Grants of Plan-Based Awards For the Year Ended December 31, 2025

  48. Grants of Plan-Based Awards For the Year Ended December 31, 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | (a) | (b) | (c) | (d) | (e) | (i) | (l) | | A.G. Lowenthal (1) | 2/06/2026 | — | — | — | 40,000 | $3,568,400 | | A.G. Lowenthal (1) | 1/30/2025 | — | — | — | 32,500 | $2,352,350 | | A.G. Lowenthal (1) | 1/25/2024 | — | — | — | 40,000 | $1,487,200 | | A.G. Lowenthal (1) | 1/25/2023 | — | — | — | 30,000 | $1,350,600 | | R.S. Lowenthal (2) | 2/06/2026 | — | — | — | 100,000 | $8,921,000 | | R.S. Lowenthal (2) | 1/30/2025 | — | — | — | 15,000 | $1,085,700 | | R.S. Lowenthal (2) | 1/25/2024 | — | — | — | 20,000 | $743,600 | | R.S. Lowenthal (2) | 1/25,2023 | — | — | — | 20,000 | $900,400 |

  49. Grants of Plan-Based Awards For the Year Ended December 31, 2025

    Notes to Grants of Plan-Based Awards Table: (1) The application of the 2025 framework produced an incentive compensation award for Mr. A.G. Lowenthal that the Compensation Committee directed be paid of $2,000,000 in cash, which amount is reflected in column (g) of the “Summary Compensation Table”, and 40,000 shares of the Company’s Class A Stock, which award will “cliff” vest on the earlier of (i) five years from the date of grant or (ii) Mr. A.G. Lowenthal’s death, disability or a Change in Control of the Company. Also see “2025 Compensation Arrangement for A.G. Lowenthal “ above. The application of the 2025 framework produced an incentive compensation award for Mr. R.S. Lowenthal that the Compensation Committee directed be paid of $8,000,000 in cash, none of which was the subject of a mandatory or elective deferral to the CMDP, which amount is reflected in column (g) of the “Summary Compensation Table”, and 100,000 shares of the Company’s Class A Stock, which award will “cliff” vest on the earlier of (i) five years from the date of the grant or (ii) Mr. R.S. Lowenthal’s death, disability or a Change in Control of the Company. Also see “2025 Chief Executive Officer Compensation” above.

  50. Outstanding Equity Awards Table As of December 31, 2025

    Outstanding Equity Awards Table As of December 31, 2025

  51. Outstanding Equity Awards Table As of December 31, 2025

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiry Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h)(10) | (i) | (j) | | A.G. Lowenthal | — | — | — | — | — | 110,000 (1) | $7,951,900 | — | $— | | | — | — | — | — | — | 125,000 (2) | $9,036,250 | — | $— | | | — | — | — | — | — | 30,000 (3) | $2,168,700 | — | $— | | | — | — | — | — | — | 40,000 (4) | $2,891,600 | — | $— | | | — | — | — | — | — | 32,500 (8) | $2,349,425 | — | $— | | P. Albano | — | — | — | — | — | 3,500 (6) | $253,015 | — | $— | | | — | — | — | — | — | 3,500 (7) | $253,015 | — | $— | | | — | — | — | — | — | 3,000 (9) | $216,870 | — | $— | | R.S. Lowenthal | — | — | — | — | — | 75,000 (1) | $5,421,750 | — | $— | | | — | — | — | — | — | 50,000 (2) | $3,614,500 | — | $— | | | — | — | — | — | — | 20,000 (3) | $1,445,800 | — | $— | | | — | — | — | — | — | 20,000 (4) | $1,445,800 | — | $— | | | — | — | — | — | — | 15,000 (8) | $1,084,350 | — | $— | | E. Harrington | — | — | — | — | — | 6,000 (1) | $433,740 | — | $— | | | — | — | — | — | — | 5,000 (2) | $361,450 | — | $— | | | — | — | — | — | — | 5,000 (3) | $361,450 | — | $— | | | — | — | — | — | — | 5,000 (4) | $361,450 | — | $— | | | — | — | — | — | — | 3,750 (8) | $271,088 | — | $— | | B. Watkins | — | — | — | — | — | 10,000 (5) | $722,900 | — | $— | | | — | — | — | — | — | 2,500 (3) | $180,725 | — | $— | | | — | — | — | — | — | 3,500 (4) | $253,015 | — | $— | | | — | — | — | — | — | 2,000 (8) | $144,580 | — | $— |

  52. Outstanding Equity Awards Table As of December 31, 2025

    Notes to Outstanding Equity Awards Table: (1) Stock awards to the Named Executives were granted on January 28, 2021 and vest on January 27, 2026, subject to the individuals being employed by the Company on the vesting date. (2) Stock awards to the Named Executives were granted on January 26, 2022 and vest on January 25, 2027, subject to the individuals being employed by the Company on the vesting date. (3) Stock awards to the Named Executives were granted on January 25, 2023 and vest on January 24, 2028, subject to the individuals being employed by the Company on the vesting date. (4) Stock awards to the Named Executives were granted on January 25, 2024 and vest on January 24, 2029, subject to the individuals being employed by the Company on the vesting date. (5) Stock awards to the Named Executives were granted on August 1, 2022 and vested on July 31, 2027, subject to the individuals being employed by the Company on the vesting date. Stock awards to the Named Executives were granted on January 25, 2023 and vest on January 24, 2026, subject to the individuals being employed by the Company on the vesting date. Stock awards to the Named Executives were granted on January 25, 2024 and vest on January 24, 2027, subject to the individuals being employed by the Company on the vesting date. Stock awards to the Named Executives were granted on January 29, 2025 and vest on January 28, 2030, subject to the individuals being employed by the Company on the vesting date. (9) Stock awards to the Named Executives were granted on January 29, 2025 and vest on January 28, 2028, subject to the individuals being employed by the Company on the vesting date. (10) The market value is based on the closing price of the Class A Stock on the NYSE on Friday, December 31, 2025 of $72.29. On February 6, 2026, the Named Executives were granted an aggregate of 148,300 shares of Class A Stock as follows: Mr. A.G. Lowenthal was awarded 40,000 shares of Class A Stock, Mr. R.S. Lowenthal was awarded 100,000 shares of Class A Stock, Mr. Albano was awarded 3,300 shares of Class A Stock, Mr. Harrington was awarded 3,000 shares of Class A Stock, and Mr. Watkins was awarded 2,000 shares of Class A Stock. The shares awarded to Mr. Albano and Mr. Harrington will vest on February 5, 2029. The shares awarded to Mr. A.G. Lowenthal, Mr. R.S. Lowenthal, and Mr. Watkins will vest on February 5, 2031. Each award is subject to the recipient being employed by the Company on the vesting date, except for Mr. A.G. Lowenthal’s and Mr. R.S. Lowenthal’s awards, which vests on the earlier of (i) the vesting date or (ii) death, disability or Change in Control of the Company.

  53. Option Exercises and Stock Vested For the Year Ended December 31, 2025

    Option Exercises and Stock Vested For the Year Ended December 31, 2025

  54. Option Exercises and Stock Vested For the Year Ended December 31, 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | (a) | (b) | (c) | (d) | (e) | | A. G. Lowenthal | — | $— | 77,000 | $5,493,180 | | R.S. Lowenthal | — | $— | 38,500 | $2,746,590 | | P. Albano | — | $— | 3,500 | $254,660 | | E. Harrington | — | $— | 10,000 | $713,400 | | B. Watkins | — | $— | — | $— |

  55. Nonqualified Deferred Compensation For the Year Ended December 31, 2025

    Nonqualified Deferred Compensation For the Year Ended December 31, 2025

  56. Nonqualified Deferred Compensation For the Year Ended December 31, 2025

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Balance at 12/31/25 ($) | | (a) | (b) | (c)(2) | (d)(2) | (e)(2) | | A. G. Lowenthal (1)(3) | — | $— | $— | $— | | R.S. Lowenthal (1)(4) | — | $— | $388,793 | $3,840,992 | | P. Albano (1) | — | $— | $— | $— | | E. Harrington (1) | — | $— | $— | $— | | B. Watkins (1) | — | $— | $— | $— |

  57. Nonqualified Deferred Compensation For the Year Ended December 31, 2025

    Notes to Nonqualified Deferred Compensation Table: (1) The Named Executives did not elect to make a contribution in 2025 to the EDCP. We do not make contributions to the EDCP with respect to voluntary deferrals. The aggregate balances shown in column (e) of the table above represent amounts that the Named Executives earned as year-end bonuses but elected to defer (included as part of the amount in column (g), if any, of the “Summary Compensation Table” above), plus earnings (or losses). Such earnings (or losses) for fiscal 2025 are reflected in column (d) of the “Nonqualified Deferred Compensation Table” and represent appreciation based on investments selected by the Named Executives. Account balances are invested in phantom investments selected by the Named Executives from a menu of deemed investment choices. Participants may change their deemed investment choices quarterly. When participants elect to defer amounts into the EDCP or the CMDP, they also elect when the amounts will ultimately be paid out to them. Distributions may be made either in a specific future year or at a time that begins after retirement. In accordance with Section 409A of the Code, in general, distribution schedules cannot be accelerated (other than for hardship) and, to delay distribution, the participant must make such an election at least one year before distribution would otherwise have commenced and the new distribution must be delayed a minimum of five years after distribution would have initially begun. The deferred amount is a liability of the Company and subject to the risks of the business. All of the amounts contributed by Mr. A.G. Lowenthal to the EDCP were previously reported as compensation to him in the “Summary Compensation Table” for the applicable year.

  58. Realized Pay for Fiscal 2025 Table

    | Name | Salary | Bonus | Vested Stock Awards | Vested Stock Options | Non-Equity Incentive Plan Compensation | Total | % of Reported | | | (a) | (b)(1) | (c)(2) | (d)(2) | (e)(1) | (f) | (g)(3) | | A.G. Lowenthal | $500,000 | $— | $5,493,180 | — | $2,000,000 | $7,993,180 | 168% | | R.S. Lowenthal | $500,000 | $— | $2,746,590 | — | $8,000,000 | $11,246,590 | 118% | | P. Albano | $300,000 | $2,500,000 | $254,660 | — | $— | $3,054,660 | 101% | | E. Harrington | $275,000 | $1,350,000 | $713,400 | — | $— | $2,338,400 | 129% | | B. Watkins | $300,000 | $850,000 | $— | — | $— | $1,150,000 | 89% |

  59. Pay Versus Performance

    Pay Versus Performance The Compensation Committee, in consultation with the Chief Executive Officer, developed various performance criteria related to incentive compensation for the Named Executive Officers, as further discussed in the “Determination of 2025 Compensation” section. When applying this criteria, it utilized the following financial performance measures as the most important measures to link performance of the Company to the compensation actually paid to the Named Executive Officers, including the compensation paid to the Chief Executive Officer, for fiscal year 2025: Total shareholder return; • Net income; and • Total revenue The table below illustrates “Pay Versus Performance” as described in Item 402(v) of Regulation S-K of the Exchange Act, and compares, for each year listed below, the total compensation of our Principal Executive Officer (who is our Chief Executive Officer, “PEO”) and the average total compensation of our Named Executive Officers (“NEOs”) as set forth above in the “Summary Compensation Table” and the compensation “actually paid” to such officers, utilizing the adjustments described in footnote (1) below. In addition, the table sets forth the cumulative total shareholder return (“TSR”) of the Company for the applicable period, as well as a comparison to a select “peer group” of companies.

  60. Pay Versus Performance Table

    Pay Versus Performance Table

  61. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | Net Income | Total Revenue | | | | | | | Total S/H Return | Peer Group Total S/H Return | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $10,861,724 | $9,824,324 | $3,448,797 | $2,734,684 | $246 | $186 | $148,403,000 | $1,638,071,000 | | 2024 | $2,487,200 | $1,487,200 | $3,309,390 | $3,025,000 | $238 | $187 | $71,247,000 | $1,432,496,000 | | 2023 | $4,764,786 | $4,678,473 | $2,289,333 | $2,241,325 | $164 | $180 | $30,272,000 | $1,248,825,000 |

  62. Pay Versus Performance Table

    (1) Amounts represent total compensation paid subject to adjustments for each fiscal year to the amounts listed under the “Stock Awards” section of the “Summary Compensation Table” to include (x) the fair value of share-based awards granted in the covered and prior fiscal years that are outstanding and unvested at the end of the covered fiscal year; (y) the full value of awards granted in prior fiscal years that vest in the covered fiscal year; and (z) the full value of awards that are forfeited in the covered fiscal year. The following charts are intended to depict the relationship between (i) the executive compensation actually paid to our PEO (our CEO) and the average total compensation actually paid to the other NEOs; and (ii) the compensation described in (i) above and the three financial measures that the Company believes to be the most important financial measures to link performance of the Company to the compensation actually paid to the NEOs, including our CEO in each of the three years: (x) total shareholder return, (y) net income, and (z) total revenue.

  63. Indebtedness of Directors and Executive Officers

    Indebtedness of Directors and Executive Officers The following sets out information with respect to the aggregate indebtedness of our directors and executive officers under securities purchase and other programs. On December 31, 2025 and since that date, none of our directors or executive officers were or have been indebted to us.

  64. Indebtedness of Directors and Executive Officers Under (I) Securities Purchase and (2) Other Programs

    Indebtedness of Directors and Executive Officers Under (I) Securities Purchase and (2) Other Programs

  65. Indebtedness of Directors and Executive Officers Under (I) Securities Purchase and (2) Other Programs

    | Name and Principal Position | Involvement of Company or Subsidiary | Largest Amount Outstanding During 2023 ($) | Amount Outstanding as of March 1, 2024 ($) | Financially Assisted Securities Purchases During 2023 (#) | Security for Indebtedness | Amount Forgiven During 2023 ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Securities Purchase Programs | | | | | | | | N/A | | | | | | | | Other Programs | | | | | | | | A.G. Lowenthal | Oppenheimer Margin Account | — | — | — | Margined securities | — | | R.S. Lowenthal | Oppenheimer Margin Account | — | — | — | Margined securities | — |

  66. Indebtedness of Directors and Executive Officers Under (I) Securities Purchase and (2) Other Programs

    During 2025, certain of our directors, executive officers and senior officers of Oppenheimer, our subsidiary, maintained margin accounts with Oppenheimer in connection with the purchase of securities (including our securities). These margin accounts are substantially on the same terms, including interest rates and collateral, as those prevailing from time to time for comparable transactions with non-affiliated persons and do not involve more than the normal risk of collectability.