SEC Form PRE 14A filed by Oppenheimer Holdings Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the registrant ☒

Filed by a party other than the registrant ☐

Check the appropriate box:

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Preliminary proxy statement

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Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))

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Definitive proxy statement

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Definitive additional materials

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Soliciting material pursuant to § 240.14a-12

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Oppenheimer Holdings Inc.

(Name of Registrant as Specified in Its Charter)​

(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)​

Payment of filing fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PRELIMINARY PROXY STATEMENT-SUBJECT TO COMPLETION

OPPENHEIMER HOLDINGS INC.

85 Broad Street
New York, NY 10004

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 4, 2026

To our Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of OPPENHEIMER HOLDINGS INC., a Delaware corporation (the “Company”), will be held virtually on Monday, May 4, 2026, at the hour of 4:30 P.M. (New York time) for the following purposes:

1.

To elect nine directors;

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2.

To ratify the appointment of Deloitte & Touche LLP as auditors of the Company for 2026 and authorize the Audit Committee to fix the auditors’ remuneration;

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3.

To approve, in an advisory (non-binding) vote, the Company’s executive compensation as disclosed in the accompanying proxy statement;

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4.

To approve, in an advisory (non-binding) vote, that a stockholder’s vote to approve the Company’s executive compensation (Matter 3 above) should occur every 1, 2 or 3 years;

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5.

To approve the Company’s Amended and Restated Certificate of Incorporation; and

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6.

To transact such other business as is proper at such meeting or any adjournments thereof.

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Only holders of Class B voting common stock of record at the close of business on March 6, 2026 will be entitled to vote at the Annual Meeting of Stockholders and any adjournments thereof. Holders of Class B voting common stock who are unable to attend the meeting virtually are requested to date, sign and return the enclosed form of proxy for use by holders of Class B voting common stock.

Detailed instructions to remotely access, participate in and vote at the virtual Annual Meeting of Stockholders are available at https://www.oppenheimer.com/about-us/investor-relations. Holders of Class A non-voting common stock of the Company are entitled to listen in and to view the Annual Meeting of Stockholders and any adjournments thereof, and will have an opportunity to submit questions for consideration and response at or after the meeting by emailing [email protected]. Holders of Class A non-voting common stock are not entitled to vote with respect to the matters referred to above.

A copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 is available on the Company’s website at www.oppenheimer.com. Paper copies are available, free of charge, upon request, 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 [email protected], (iv) accessing our website at https://www.oppenheimer.com/about-us/investor-relations, or (v) accessing the PDF copy filed with the Securities and Exchange Commission at www.sec.gov.

By Order of the Board of Directors,

Dennis P. McNamara
Secretary

New York, New York
March 13, 2026

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of
Stockholders to be held on May 4, 2026:

The Notice of Meeting, Proxy Statement and Annual Report to Stockholders are available at
https://www.oppenheimer.com/about-us/investor-relations

 

 

OPPENHEIMER HOLDINGS INC.

PROXY STATEMENT

SUMMARY

This summary highlights selected information appearing elsewhere in this proxy statement and does not contain all the information that you should consider in making a decision with respect to the matters described in this proxy statement that will be considered at the Company’s Annual Meeting of Stockholders (the “Meeting”) to be held virtually on Monday, May 4, 2026 at the hour of 4:30 P.M. (New York time), or any adjournments thereof. You should read this summary in its entirety, together with the more detailed information in this proxy statement, as well as our Annual Report on Form l0-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 [email protected], (iv) accessing our website at https://www.oppenheimer.com/about-us/investor-relations, or (v) accessing the PDF copy filed with the Securities and Exchange Commission (“SEC”) at www.sec.gov.

Unless otherwise provided in this proxy statement, references to the “Company,” “Oppenheimer Holdings,” “we,” “us,” and “our” refer to Oppenheimer Holdings Inc., a Delaware corporation.

Oppenheimer Holdings Inc.

The Company is a holding company which, through its subsidiaries, is a leading middle-market investment bank and full service financial services firm. Through our operating subsidiaries, we provide a broad range of financial services, including retail securities brokerage, institutional sales and trading, investment banking (both corporate and public finance), research, market-making, and investment advisory and asset management services. We own, directly or through subsidiaries, Oppenheimer & Co. Inc., a New York-based securities broker-dealer, Oppenheimer Asset Management Inc., a New York-based investment advisor, Oppenheimer Trust Company, a Delaware limited purpose bank, and OPY Credit Corp., a corporation engaged in the trading of syndicated loans. The Company also has subsidiaries or branches of subsidiaries operating in the United Kingdom, Isle of Jersey, Portugal, Switzerland, Israel, and Hong Kong, China. The telephone number and address of our registered office is (212) 668-8000 and 85 Broad Street, New York, NY 10004.

This proxy statement is dated March 13, 2026 and is first being mailed to our Class B voting common stockholders and made available to all our stockholders on or about March 16, 2026.

Set forth below in a question and answer format is general information regarding the Annual Meeting of Stockholders, or the Meeting, to which this proxy statement relates.

Questions and Answers about the Matters to be Acted Upon

Q.

What is the purpose of the Meeting?

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A.

The purpose of the Meeting is to elect nine directors; to ratify the appointment of our auditors for 2026 and authorize the Audit Committee to fix the auditors’ remuneration; to approve, in an advisory (non-binding) vote, the Company’s executive compensation; to approve, in an advisory (non-binding) vote, that a stockholder vote to approve the Company’s executive compensation should occur every 1, 2 or 3 years; to approve the Company’s Amended and Restated Certificate of Incorporation; and to transact such other business as is proper at the Meeting.

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Q.

Where will the Meeting be held?

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A.

The Meeting will be held virtually on Monday, May 4, 2026, at the hour of 4:30 P.M. (New York time). Detailed instructions to remotely access, participate in and vote at the virtual Meeting are available at https://www.oppenheimer.com/about-us/investor-relations/.

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Q.

Who is soliciting my vote?

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A.

Our management is soliciting your proxy to vote at the Meeting. This proxy statement and form of proxy were first mailed to our Class B voting common stockholders and made available to all of our stockholders on or about March 16, 2026. Your vote is important. We encourage you to vote as soon as possible after carefully reviewing this proxy statement and all information accompanying this proxy statement.

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Q.

Who is entitled to vote at the Meeting?

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A.

The record date for the determination of stockholders entitled to receive notice of the Meeting is March 6, 2026. Only holders of the Company’s Class B voting common stock (“Class B Stock”) on the record date are entitled to vote at the Meeting and any adjournments thereof. In accordance with the provisions of the Delaware General Corporation Law (the “DGCL”), we will prepare a list of the holders of our Class B Stock (the “Class B Stockholders”) as of the record date. Class B Stockholders named in the list will be entitled to vote their Class B Stock on the matters to be voted on at the Meeting. Holders of Class A non-voting common stock (“Class A Stock”) of the Company are entitled to listen to and view the Meeting and any adjournments thereof, and to submit questions for consideration and response at or after the Meeting by emailing [email protected]. However, holders of the Company’s Class A Stock (the “Class A Stockholders”) are not entitled to vote with respect to the matters referred to above.

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Q.

What am I voting on?

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A.

The Class B Stockholders are entitled to vote on the following matters:

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(1)

The election of E. Behrens, T.M. Dwyer, P.M. Friedman, T.A. Glasser, S.J. Kanter, A.G. Lowenthal, R.S. Lowenthal, R.L. Roth and S.E. Spaulding as directors;

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(2)

The ratification of the appointment of Deloitte & Touche LLP as our auditors for 2026 and the authorization of the Audit Committee to fix the auditors’ remuneration;

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(3)

The approval, in an advisory (non-binding) vote, of the Company’s executive compensation;

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(4)

The approval, in an advisory (non-binding) vote, that a stockholder vote to approve the Company’s executive compensation (Matter 3 above) should occur every 1, 2 or 3 years;

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(5)

The approval of the Company’s Amended and Restated Certificate of Incorporation; and

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(6)

Any other business as may be proper to transact at the Meeting.

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Q.

What are the voting recommendations of the Board of Directors?

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A.

The Board of Directors recommends the following votes:

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FOR the election of the nominated directors;

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FOR the ratification of the appointment of Deloitte & Touche LLP as our auditors for 2026 and the authorization of our Audit Committee to fix the auditors’ remuneration;

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FOR the approval, in an advisory (non-binding) vote, of the Company’s executive compensation;

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FOR the approval, in an advisory (non-binding) vote, that a stockholder vote to approve the Company’s executive compensation should (Matter 3 above) should occur every 3 years;

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FOR the approval of the Company’s Amended and Restated Certificate of Incorporation.

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Q.

Will any other matters be voted on?

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A.

The Board of Directors does not intend to present any other matters at the Meeting. The Board of Directors does not know of any other matters that will be brought before our Class B Stockholders for a vote at the Meeting. If any other matter is properly brought before the Meeting, your signed proxy card gives authority to A.G. Lowenthal and D.P. McNamara, as proxies, with full power of substitution, to vote on such matters at their discretion.

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Q.

How many votes do I have?

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A.

Class B Stockholders are entitled to one vote for each share of Class B Stock held as of the close of business on the record date. Holders of Class A Stock are not entitled to vote with respect to the matters referenced above.

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Q.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

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A.

Many stockholders hold their shares through a broker or bank rather than directly in their own names. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

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Stockholder of Record — If your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares, the stockholder of record, and these proxy materials are being made directly available to you by us. Class B Stockholders may vote the shares registered directly in your name by completing and mailing the proxy card or by submitting a vote electronically on the day of the Meeting.

Beneficial Owner — If your shares are held in a stock brokerage account or by a bank, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your bank or broker, which is considered the stockholder of record of those shares. As the beneficial owner (if you are a Class B Stockholder), you have the right to direct your bank or broker how to vote and are also invited to attend the Meeting. However, because you are not the stockholder of record, you may not vote those shares at the Meeting unless you bring with you a legal proxy from the stockholder of record. If you are a Class B Stockholder, your bank or broker has enclosed a voting instruction card providing directions for how to vote your shares.

Q.

How do I vote?

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A.

If you are a Class B Stockholder of record, there are three ways to vote:

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By completing and depositing your proxy with our transfer agent no later than the last business day preceding the date of the Meeting;

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By depositing it with our Secretary on the day of the Meeting by emailing it to [email protected], Attention: Secretary; or

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By submitting a vote electronically on the day of the Meeting.

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If you are a Class B Stockholder and you return your proxy card, but you do not indicate your voting preferences, the proxies will vote your shares FOR Matters 1, 2, 3, 5 and FOR 3 years with respect to Matter 4, and will use their discretion on any other matters that are submitted for stockholder vote at the Meeting.

Class B Stockholders who are not stockholders of record and who wish to file proxies should follow the instructions of their intermediary with respect to the procedure to be followed. Generally, Class B Stockholders who are not stockholders of record will be provided with either (i) a proxy executed by the intermediary, as the stockholder of record, but otherwise uncompleted and the beneficial owner may complete the proxy and return it directly to our transfer agent; or (ii) a request for voting instructions by the intermediary, as the stockholder of record, and then the intermediary must send to our transfer agent an executed proxy form completed in accordance with any voting instructions received by it from the beneficial owners and may not vote in the event that no instructions are received.

Q.

Can I change my vote or revoke my proxy?

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A.

A Class B Stockholder who has given a proxy has the power to revoke it prior to the commencement of the Meeting by depositing an instrument in writing executed by the Class B Stockholder or by the stockholder’s attorney-in-fact either (i) with our transfer agent, Computershare Inc., at any time up to and including the last business day preceding the day of the Meeting or any adjournments thereof; or (ii) with our Secretary on the day of the Meeting or any adjournments thereof or in any other manner permitted by law. A stockholder who has given a proxy may also revoke it by signing a form of proxy

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bearing a later date and returning such proxy to our Secretary prior to the commencement of the Meeting. In addition, a Class B Stockholder who has given a proxy has the power to revoke it after the commencement of the Meeting as to any matter on which a vote has not been cast under the proxy by delivering written notice of revocation to our Secretary by sending an email to [email protected], Attention: Secretary.

Q.

How are votes counted?

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A.

We will appoint an Inspector of Election at the Meeting. The Inspector of Election is typically a representative of our transfer agent. The Inspector of Election will collect all proxies and ballots and tabulate the results.

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Q.

Who pays for soliciting proxies?

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A.

We will bear the cost of soliciting proxies from our Class B Stockholders. It is planned that the solicitation will be initially by mail, but proxies may also be solicited by our employees. These persons will receive no additional compensation for such services, but will be reimbursed for reasonable out-of-pocket expenses. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation materials to the beneficial owners of shares held of record by these persons, and we will reimburse them for their reasonable out-of-pocket expenses. The cost of such solicitation, estimated to be approximately $5,000, will be borne by us.

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Q.

What is the quorum requirement of the Meeting?

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A.

A quorum for the consideration of Matters 1, 2, 3, 4 and 5 shall be Class B Stockholders present in person or by proxy representing not less than a majority of the outstanding Class B Stock.

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Q.

What are broker non-votes?

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A.

Broker non-votes occur when holders of record, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial holders at least ten days before the Meeting. Broker non-votes and abstentions will not affect the outcome of the matters being voted on at the Meeting, assuming that a quorum is obtained.

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Q.

What vote is required to approve each matter?

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A.

Matter No. 1, election of directors. The election of each of the directors nominated requires the affirmative vote, in person or by proxy, of a simple majority of the Class B Stock voted at the Meeting if a quorum, or a majority of the Class B Stock, is present.

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Matter No. 2, appointment of auditors. The ratification of the appointment of the auditors for 2026 and the authorization of the Audit Committee to fix the auditors’ remuneration requires the affirmative vote, in person or by proxy, of a simple majority of the Class B Stock voted at the Meeting if a quorum, or a majority of the Class B Stock, is present.

Matter No. 3, the approval or disapproval, in an advisory (non-binding) vote, of the Company’s executive compensation may be approved or disapproved by the vote, in person or by proxy, of a simple majority of the Class B Stock voted at the Meeting, if a quorum, or a majority of the Class B Stock, is present.

Matter No. 4, the approval or disapproval, in an advisory (non-binding) vote, that a shareholder vote to approve or disapprove executive compensation (Matter 3 above) should occur every 1, 2 or 3 years. A simple majority of the Class B Stock voted at the Meeting if a quorum, or a majority of the Class B Stock, is present is sufficient to adopt the advisory proposal that a shareholder vote to approve or disapprove executive compensation should occur every 1, 2 or 3 years;

Matter No. 5, the approval or disapproval of the Company’s Amended and Restated Certificate of Incorporation may be approved or disapproved by the vote, in person or by proxy, of a majority of the Class B Stock voted at the Meeting, if a quorum, or a majority of the Class B Stock, is present.

 

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Mr. A.G. Lowenthal, our Chairman of the Board of Directors, owns 97.5% of the Class B Stock and intends to vote all of such Class B Stock in favor of each of Matters 1, 2, 3 and 5, and intends to vote for 3 years with respect to Matter 4. As a result, each of the matters before the Meeting is expected to be approved. See “Security Ownership of Certain Beneficial Owners and Management.”

Q.

Who can attend the Meeting?

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A.

All registered Class A Stockholders, Class B Stockholders, their duly appointed representatives, our directors and officers, and our auditors are entitled to listen to and view the Meeting and have an opportunity to submit questions for consideration and response at or after the Meeting by emailing [email protected].

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Q.

What does it mean if I get more than one proxy card?

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A.

It means that you own shares in more than one account. You should vote the shares on each of your proxy cards.

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Q.

I own my shares indirectly through my broker, bank, or other nominee, and I receive multiple copies of the proxy materials, and other mailings because more than one person in my household is a beneficial owner. How can I change the number of copies of these mailings that are sent to my household?

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A.

If you and other members of your household are beneficial owners, you may eliminate this duplication of mailings by contacting your broker, bank, or other nominee. Duplicate mailings in most cases are wasteful for us and inconvenient for you, and we encourage you to eliminate them whenever you can. If you have eliminated duplicate mailings, but for any reason would like to resume them, you must contact your broker, bank, or other nominee.

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Q.

Multiple stockholders live in my household, and together we received only one copy of these proxy materials. How can I obtain my own separate copy of this document for the Meeting?

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A.

You may download them from our Internet web site, www.oppenheimer.com (click on the link to the About Us/Investor Relations page). If you want copies mailed to you and are a beneficial owner, you must request them from your broker, bank, or other nominee. If you want copies mailed to you and are a stockholder of record, we will mail them promptly if you request them from our corporate office by phone at (212) 668-8000, by email at [email protected], through our website at https://www.oppenheimer.com/about-us/investor-relations or by mail to 85 Broad Street, New York, NY 10004, Attention: Secretary. We cannot guarantee you will receive mailed copies before the Meeting.

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Q.

Where can I find the voting results of the Meeting?

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A.

We are required to file the voting results in a Current Report on Form 8-K which you can find within four business days of the Meeting on the EDGAR website at www.sec.gov or upon request to our corporate office by phone at (212) 668-8000, by email at [email protected], through our website at https://www.oppenheimer.com/about-us/investor-relations, by mail to 85 Broad Street, New York, NY 10004, Attention: Secretary, or by accessing the PDF copy filed with the SEC at www.sec.gov.

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Q.

Who can help answer my questions?

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A.

If you have questions about the Meeting or if you need additional copies of the proxy materials or the enclosed proxy card, you should contact:

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D.P. McNamara, Secretary
Oppenheimer Holdings Inc.
85 Broad Street, 22nd Floor
New York, NY 10004
(212) 668-8000
[email protected]

 

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You may also obtain additional information about us from documents filed with the Securities and Exchange Commission by following the instructions in the section entitled “Where You Can Find More Information.”

 

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THE MEETING

Solicitation of Proxies

This proxy statement is made available or forwarded to our Class A Stockholders and Class B Stockholders in connection with the solicitation of proxies by our management from the Class B Stockholders for use at our Annual Meeting of Stockholders (the “Meeting”) to be held virtually on Monday, May 4, 2026 at the hour of 4:30 P.M. (New York time) and at any adjournments thereof for the purposes set forth in the Notice of Meeting, which accompanies this proxy statement. This proxy statement is dated March 13, 2026 and is first being mailed to our Class B Stockholders on or about March 16, 2026.

The record date for the determination of stockholders entitled to receive notice of the Meeting is March 6, 2026. In accordance with the provisions of the Delaware General Corporation Law, we will prepare a list of the Class B Stockholders as of the record date. Class B Stockholders named in the list will be entitled to vote the Class B Stock owned by them as of the record date on all matters to be voted on at the Meeting.

It is planned that the solicitation of Class B Stockholders will be initially by mail, but proxies may also be solicited by our employees. The cost of such solicitation, estimated to be approximately $5,000, will be borne by us.

No person is authorized to give any information or to make any representations other than those contained in this proxy statement and, if given or made, such information or representations should not be relied upon as having been authorized by us. The delivery of this proxy statement shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date of this proxy statement. Except as otherwise stated, the information contained in this proxy statement is given as of March 1, 2026.

We have distributed copies of the Notice of Meeting, this proxy statement, and form of proxy for use by the Class B Stockholders to intermediaries such as clearing agencies, securities dealers, banks and trust companies or their nominees for distribution to our non-registered stockholders whose shares are held by or in the custody of such intermediaries. Intermediaries are required to forward these documents to non-registered Class B Stockholders. Our Annual Report on Form 10-K for the year ended December 31, 2025 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 [email protected], (iv) accessing our website at https://www.oppenheimer.com/about-us/investor-relations, or (v) accessing the PDF copy filed with the SEC at www.sec.gov. The solicitation of proxies from non-registered Class B Stockholders will be carried out by the intermediaries or by us if the names and addresses of Class B Stockholders are provided by the intermediaries. Non-registered Class B Stockholders who wish to file proxies should follow the instructions of their intermediary with respect to the procedure to be followed. Generally, non-registered Class B Stockholders will either: (i) be provided with a proxy executed by the intermediary, as the registered stockholder, but otherwise uncompleted and the non-registered holder may complete the proxy and return it directly to our transfer agent; or (ii) be provided with a request for voting instructions by the intermediary, as the registered stockholder, and then the intermediary must send to our transfer agent an executed proxy form completed in accordance with any voting instructions received by it from the non-registered holder and may not vote in the event that no instructions are received.

Class A Stock and Class B Stock

We have authorized and issued Class A Stock and Class B Stock which are equal in all respects except that the holders of Class A Stock, as such, are not entitled to vote at meetings of our stockholders except as entitled to vote by law or pursuant to our Certificate of Incorporation. Class A Stockholders are not entitled to vote the Class A Stock owned or controlled by them on the matters identified in the Notice of Meeting to be voted on at the Meeting.

Generally, Class A Stockholders are afforded the opportunity to receive notices of all meetings of stockholders and to attend such meetings. However, due to the virtual nature of the Meeting, Class A

 

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Stockholders will not be able to speak at the Meeting and must submit questions by email to [email protected]. Class A Stockholders are also afforded the opportunity to obtain all informational documentation sent to the Class B Stockholders.

Class B Stockholders are entitled to one vote for each share of Class B Stock held as of the record date for the Meeting.

Appointment and Revocation of Proxies

Each of Albert G. Lowenthal and Dennis P. McNamara (the “Management Nominees”) has been appointed by the Board of Directors to serve as a proxy for the Class B Stockholders at the Meeting.

Class B Stockholders have the right to appoint persons, other than the Management Nominees, who need not be stockholders, to represent them at the Meeting. To exercise this right, the Class B Stockholder may insert the name of the desired person in the blank space provided in the form of proxy accompanying this proxy statement or may submit another form of proxy.

In order to be used at the Meeting, proxies must be deposited with either our transfer agent, Computershare Inc., at its address at Computershare Investor Services, PO Box 43101, Providence, Rhode Island 02940-5067, no later than the last business day preceding the day of the Meeting or with our Secretary on the day of the Meeting, prior to the commencement of the Meeting, by emailing it to [email protected], Attention: Secretary.

Class B Stock represented by properly executed proxies will be voted by the Management Nominees on any ballot that may be called for, unless the Class B Stockholder has directed otherwise, (i) for the election of each of the nominated directors (Matter 1 in the Notice of Meeting) (ii) for the ratification of the appointment of the auditors for 2026 and authorization of the Audit Committee to fix the remuneration of the auditors (Matter 2 in the Notice of Meeting), (iii) for the approval, in an advisory (non-binding) vote, of the Company’s executive compensation (Matter 3 in the Notice of Meeting), (iv) for the approval, in an advisory (non-binding) vote, that a stockholder vote to approve the Company’s executive compensation (Matter 3) should occur every 3 years (Matter 4 in the Notice of Meeting), and (v) for the approval of the Company’s Amended and Restated Certificate of Incorporation (Matter 5 in the Notice of Meeting).

Each form of proxy confers discretionary authority with respect to amendments or variations to matters identified in the Notice of Meeting to which the proxy relates and other matters which may properly come before the Meeting. Management knows of no matters to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if matters which are not known to management should properly come before the Meeting, the proxies will be voted on such matters in accordance with the best judgment of the person or persons voting the proxies.

A Class B Stockholder who has given a proxy has the power to revoke it prior to the commencement of the Meeting by depositing an instrument in writing executed by the Class B Stockholder or by the stockholder’s attorney-in-fact either with our transfer agent at any time up to and including the last business day preceding the day of the Meeting, or any adjournments thereof, or depositing it with our Secretary on the day of the Meeting, or any adjournments thereof, prior to the commencement of the Meeting, by emailing it to [email protected], Attention: Secretary, or in any other manner permitted by law. A Class B Stockholder who has given a proxy may also revoke it by signing a form of proxy bearing a later date and returning such proxy to our Secretary prior to the commencement of the Meeting by emailing it to [email protected], Attention: Secretary. In addition, a Class B Stockholder who has given a proxy has the power to revoke it after the commencement of the Meeting as to any matter on which a vote has not been cast under the proxy by delivering written notice of revocation to our Secretary by email to [email protected], Attention: Secretary.

Abstentions and broker non-votes will have no effect with respect to the matters to be acted upon at the Meeting, assuming that a quorum is obtained.

 

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MATTER NO. 1

ELECTION OF DIRECTORS

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.

Director Nominees, Directors and Executive Officers

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

Nominees for Election as a Director

 

9

 

 

10

 

 

11

 

 

12

 

Notes:

(1)

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.

 

13

 

Executive Officers

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 & Co. Inc. (“Oppenheimer”), effective at the close of the 2025 Annual Meeting of Stockholders. Mr. A.G. Lowenthal has continued in his role as Chairman of the Company and was named Executive Chairman of Oppenheimer. Mr. R.S. Lowenthal, formerly President and Head of Investment Banking of Oppenheimer, was appointed as Chief Executive Officer of the Company and Oppenheimer, effective May 6, 2025. The Board of Directors, most prominently through the work of the Nominating and Corporate Governance Committee, oversaw the transition process and was significantly involved in evaluating and determining that Mr. R.S. Lowenthal was the best candidate to assume the role of Chief Executive Officer, commencing at the conclusion of the Meeting.

Board Leadership Structure

The Board believes that Mr. A.G. Lowenthal, Chairman and former Chief Executive Officer, is best situated to serve as Chairman of the Board because he is the director most familiar with the Company’s business strategy, history and capabilities, and most capable of effectively identifying strategic priorities and leading the discussion and execution of strategy. Independent directors and management add different perspectives and roles in strategy development. Additionally, the Company’s independent directors bring experience, oversight and expertise from outside the Company and, in some cases, outside the industry, and the Chief Executive Officer brings Company-specific and industry-specific experience and expertise.

One of the key responsibilities of the Board of Directors is to develop strategic direction and hold management accountable for the execution of strategy once it is developed. The Board believes an independent Lead Director having the duties described below is in the best interest of stockholders because it provides the appropriate balance between strategy development and independent oversight of management for our Company. The Board’s administration of its oversight function is described in greater detail below under “Risk Management.”

The Board of Directors is responsible for oversight of succession planning for senior executives in the Company. Consequently, succession planning has been an ongoing key topic of discussion for many years. The Board’s succession planning processes are long-term and supported by the Board’s committee structure.

Lead Director

Mr. P. Friedman, an independent director who serves on the Compensation, Compliance and Nominating and Corporate Governance Committees, was selected by the Board to serve as the Lead Director for all meetings of the independent directors held in executive session. The role of the Lead Director is to assure the independence of the Board from management. The Lead Director has the responsibility of presiding at all executive sessions of the Board, consulting with the Chairman and the Chief Executive Officer on Board and committee meeting agendas, acting as a liaison between management and the non-management directors, including maintaining frequent contact with the Chairman and the Chief Executive

 

14

 

Officer and advising them on the efficiency and effectiveness of Board meetings, and facilitating teamwork and communication between the independent directors and management, as well as additional responsibilities that may be assigned to the Lead Director by the Board from time to time.

Executive Sessions

Pursuant to the Company’s Corporate Governance Guidelines, independent directors of the Board meet on a regularly scheduled basis and otherwise as the independent directors determine without the presence of management. The Lead Director chairs these sessions. To ensure strong communication with the Chief Executive Officer, the independent directors, or the Lead Director representing the independent directors, may meet with the Chief Executive Officer and/or the Chairman alone as the independent directors determine.

Board of Directors and Committee Meetings Held

During 2025, the following numbers of Board and committee meetings were held:

Meeting Attendance

Pursuant to the Company’s policies on meeting attendance, all directors should strive to attend all meetings of the Board and the committees of which they are members. Last year there were six meetings of the Board. We are pleased that all directors attended 100% of the meetings of the Board and all meetings of committees of the Board in 2025 during the periods in which they each served as a director.

In addition to participation at Board and committee meetings, our directors discharge their responsibilities throughout the year through personal meetings and other communications, including considerable telephone contact with the Chairman, Chief Executive Officer and other members of senior management and each other regarding matters of interest and concern to the Company. It is our policy that our directors attend our stockholders meetings and, at the last Annual Meeting of Stockholders held virtually on May 5, 2025, all of the directors nominated attended.

The Board met in-person throughout 2025. The present intention of the Board is to continue to meet in person in 2026, subject to events necessitating remote meetings. Certain committee meetings of the Board may also be held virtually.

The Company’s most recent Annual Meeting of Stockholders was held on May 5, 2025 in virtual format using technology supplied by our transfer agent, Computershare Inc.

Throughout 2025, most employees worked under a hybrid arrangement that recognizes the benefits of collaboration and hands-on training associated with in-person engagement, along with the importance of flexibility associated with a work-from-home/remote option. Our ability to avoid significant business disruptions is reliant on the continued ability to support our employees that continue to work remotely. To date, there have been no significant disruptions to our business or control processes as a result of this dispersion of employees. The Company believes that in-person engagement at the workplace provides important benefits that are largely lost through remote work, and will continue to encourage employees to work in the office on a regular basis while continuing to provide some flexibility through an ability to work on a remote basis.

Risk Management

The Board, as a whole and also at the committee level, has an active role in overseeing the management of the Company’s strategic, operational, financial and compliance risks, including risks related to

 

15

 

cybersecurity. The Board regularly reviews information regarding the Company’s credit, liquidity, cybersecurity systems, and operations, as well as the risks associated with each. The Company’s Compensation Committee is responsible for overseeing the Company’s executive compensation arrangements and assuring that financial incentives for management and employees are appropriate and mitigate against, rather than encourage, employees taking excessive risk exposure with firm capital. Please see “Compensation Policies and Risk” for further information. The Audit Committee oversees management of operational and financial risks. The Company also has a number of internal risk-oversight committees and functions. The Company’s Compliance Committee is responsible for overseeing the Company’s compliance function and the management of compliance and regulatory risk. The Company’s internal Risk Management Committee (composed of management employees) is charged with assessing, reviewing and monitoring the risk environment in which the Company operates, including risks related to cybersecurity, and reports its findings and considerations to the Audit Committee at each regularly scheduled quarterly meeting and more frequently, as needed. The Nominating and Corporate Governance Committee manages risks associated with the governance of the Company, including the composition, responsibilities and independence of the Board of Directors and ethical and regulatory issues, including conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks, including receiving updates and reports from the Company’s Chief Information Officer and his staff regarding risks related to cybersecurity.

Corporate Governance

Our Class A Stock is listed on the New York Stock Exchange (“NYSE”). We are subject to the corporate governance policies and requirements of the NYSE, the applicable rules of the Securities and Exchange Commission (the “SEC”), the provisions of the Sarbanes-Oxley Act of 2002 and the applicable rules of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”).

Our Nominating and Corporate Governance Committee, Compensation Committee, Audit Committee, Compliance Committee and our Board of Directors continue to monitor regulatory changes and best practices in corporate governance and consider amendments to our practices and policies as appropriate.

Our Corporate Governance Guidelines, and all committee charters, as well as our Code of Conduct and Business Ethics for Directors, Officers and Employees (“Code of Conduct”) and our Financial Whistleblower Policy (“Whistleblower Policy”), are posted on our website at www.oppenheimer.com.

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 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;

​

 

16

 

•

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.

​

Director Independence

Seven of the Company’s nine directors are independent as required by the NYSE Corporate Governance Rules. To be considered independent under these rules, the Board of Directors must determine that a director has no direct or indirect material relationship with the Company. The Board of Directors determined that Mr. Behrens, Mr. Dwyer, Mr. Friedman, Ms. Glasser, Ms. Kanter, Mr. Roth and Ms. Spaulding are independent directors and that Mr. A.G. Lowenthal, Chairman of the Board of Directors, and Mr. R.S. Lowenthal, Chief Executive Officer of the Company and son of Mr. A.G. Lowenthal, are not independent.

The Board of Directors has not adopted formal categorical standards to assist in determining independence. The Board has considered the types of relationships that could be relevant to the independence of a director of the Company. These relationships are described in Schedule B to the Company’s Corporate Governance Guidelines, which guidelines are posted on our website at www.oppenheimer.com. The Board of Directors has considered the relationship of each director and has made a determination that seven of the Company’s current nine directors are independent at this time and that seven of the Company’s nine nominees are independent.

At each regular Board and Audit Committee meeting, the independent directors are afforded an opportunity to meet in the absence of management. During 2025, five of the six board meetings were regular meetings. Additionally, at regular meetings of the Audit Committee (four regular meetings annually), the members of the Audit Committee, all of whom are independent, are afforded the opportunity to meet with the independent auditors and the managers of the Company’s Internal Audit Group in the absence of management. Members of the Compliance Committee, all of whom are independent, are afforded the opportunity to meet with the managers of the Company’s compliance functions in the absence of management.

The independent directors and the directors that are not independent understand the need for directors to be independent-minded and to assess and question management initiatives and recommendations from an independent perspective. The Board of Directors’ Lead Director, Mr. Friedman, is an independent director who, among other things, chairs sessions of the independent directors.

Orientation and Continuing Education

The Nominating and Corporate Governance Committee of the Board of Directors, as required by its charter, is responsible for the orientation of new directors to our business and overseeing the continuing education needs of all directors.

The Board of Directors believes that the Company is best served by a board of directors that functions independently of management and that is informed and engaged. The Board of Directors encourages the

 

17

 

directors to maintain the skill and knowledge necessary to meet their obligations as directors. Commencing in 2026, the Company and each director obtained a membership in the National Association of Corporate Directors which provides the opportunity for significant in person and virtual director education sessions. Our directors understand the need to maintain their knowledge and skills and avail themselves of director education literature and programs.

Board and Committee Assessments

The Board conducts a self-evaluation annually to determine whether it and its Committees are functioning effectively. The Nominating and Corporate Governance Committee develops the process for and oversees this annual self-evaluation.

Board Committees

The Board has established an Audit Committee, a Compensation Committee, a Compliance Committee and a Nominating and Corporate Governance Committee. The Audit, Compensation, Compliance and Nominating and Corporate Governance Committees are composed entirely of independent directors, as defined in the NYSE Listed Company Manual and the Company’s Corporate Governance Guidelines. The charters of each committee are available on the Company’s website at www.oppenheimer.com.

Audit Committee

The Board of Directors has an Audit Committee currently composed of four independent directors, the duties of which are set forth below.

The Board of Directors has adopted a written charter for the Audit Committee, a copy of which is posted on our website at www.oppenheimer.com. The Audit Committee:

•

has sole authority and responsibility to nominate independent auditors for ratification by stockholders, to retain and oversee the work done by such auditors once selected, and to approve all audit engagement fees and terms (see Matter 2) and to terminate such auditors (subject to ratification by stockholders);

​

•

reviews annual, quarterly and all legally required public disclosure documents containing financial information that are submitted to the Board of Directors;

​

•

reviews and discusses with the external auditors the nature, scope and timing of the annual audit carried out by the external auditors and reports to the Board of Directors;

​

•

evaluates the external auditors’ qualifications, performance and independence for the preceding fiscal year and reviews their fees and makes recommendations to the Board of Directors;

​

•

pre-approves the audit, audit-related and non-audit services provided by our independent auditors and the fee estimates for such services;

​

•

reviews the results of the annual audit performed by the independent auditors, including any significant findings, and recommends to the Board of Directors, if appropriate, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for filing with the SEC;

​

•

reviews and approves the Audit Committee Report required by the SEC to be included in the Company’s annual proxy statement, and any other reports required by applicable laws or stock exchange listing requirements or rules;

​

•

reviews and receives reports from management related to operational, market, credit, legal, cyber and other Company specific risks;

​

•

reviews internal financial control policies, procedures and risk management, and reports to the Board of Directors;

​

•

meets regularly with business unit leaders to understand their risk management procedures;

​

 

18

 

•

meets with the external auditors quarterly to review quarterly and annual financial statements and reports, and to consider material matters which, in the opinion of the external auditors, should be brought to the attention of the Board of Directors and the stockholders;

​

•

reviews and approves the scope and plan of the work to be done by the Company’s internal auditors;

​

•

evaluates the internal auditors’ performance, including the results of any internal audits and any reports to management;

​

•

reviews and directs the activities of our internal audit department, meets regularly with internal audit, legal and compliance personnel and risk management committee representatives, and reports to the Board of Directors on the adequacy and effectiveness of the Company’s internal control structure and procedures, including any material deficiencies or weaknesses in, or material changes to, such internal controls or procedures;

​

•

reviews accounting principles and practices;

​

•

reviews management reports with respect to litigation, capital expenditures, tax matters and corporate administration charges and reports to the Board of Directors;

​

•

reviews changes in accounting policies with the external auditors and management, and reports to the Board of Directors;

​

•

reviews and approves related party transactions and changes to or waivers of our Code of Conduct for Senior Executive, Financial and Accounting Officers; and

​

•

annually reviews the Audit Committee Charter and recommends and makes changes thereto as required.

​

All of the members of the Audit Committee are financially literate. The Board of Directors has determined that the Audit Committee includes two financial experts and that Mr. Behrens and Mr. Dwyer, the financial experts, are independent as defined in Rule 10 A-3(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 303A.02 of the NYSE’s Listed Company Manual. Mr. Behrens during the course of his career has spent significant time in the review of and oversight of the preparation of financial statements. Mr. Dwyer is a Certified Public Accountant. Currently, one of the members of the Audit Committee, Mr. Behrens, simultaneously serves on the audit committee of another public company.

Compensation Committee

The Board of Directors has adopted a Compensation Committee Charter, a copy of which is posted on our website at www.oppenheimer.com. Pursuant to its charter, the Compensation Committee’s objective is to provide a competitive compensation program with strong and direct links between corporate objectives and financial performance, individual performance and compensation, mindful of the Company’s corporate risk management objectives. The Compensation Committee has five members, all of whom are independent.

The Compensation Committee:

•

approves the compensation of Mr. A.G. Lowenthal and Mr. R.S. Lowenthal on an annual basis, including setting a base salary level and developing criteria related to incentive compensation;

​

•

makes recommendations to the Board of Directors with respect to our compensation policies, including recommending the compensation of executive officers other than the Chairman and the Chief Executive Officer;

​

•

monitors developments in compensation-related regulations and industry practice, and makes recommendations to the Board of Directors, as appropriate;

​

•

develops, in consultation with the Chief Executive Officer, criteria related to incentive compensation for certain senior executives of the Company’s subsidiaries;

​

•

reviews recommendations made by the Chief Executive Officer with respect to the salary, bonus and benefits paid and provided to our senior management and makes recommendations to the Board of Directors with respect to the compensation of senior management;

​

 

19

 

•

makes awards under and administers our 2014 (which expired by its terms on February 26, 2024, but still governs awards made under it) and 2024 Incentive Plans, our Stock Appreciation Rights Plan and the Company’s deferred compensation plans, and supervises the delegation of authority to administer such plans to the extent permitted by plan instruments;

​

•

monitors compliance with the criteria of our performance-based awards or grants;

​

•

authorizes grants of stock options and stock awards and recommends modifications to our incentive compensation plans;

​

•

recommends certain compensation awards to our senior management based on criteria linked to the performance of the individual and/or our Company;

​

•

reviews compensation arrangements to ensure that they do not encourage excessive risk-taking and recommends compensation policies and practices to mitigate such risks;

​

•

reviews our compensation arrangements for our independent directors and makes recommendations on changes thereto when appropriate;

​

•

reviews and provides oversight of the Company’s Compensation Recovery Policy and makes recommendations on changes thereto when appropriate;

​

•

recommends to the Board equity-based compensation plans and compensation for non-employee directors;

​

•

reviews and approves our Compensation Discussion and Analysis; and

​

•

annually reviews the Compensation Committee Charter and recommends and makes changes thereto as required.

​

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee Charter, a copy of which is posted on our website at www.oppenheimer.com, provides that the Nominating and Corporate Governance Committee is responsible for ensuring that our Board of Directors is composed of directors who are fully able and fully committed to serve the best interests of our stockholders. Factors considered by the Nominating and Corporate Governance Committee in assessing director performance and, when needed, recruiting new directors, include skills, character, judgment, experience, ethics, integrity, diversity and compatibility with the existing Board of Directors.

The Nominating and Corporate Governance Committee currently has five members, all of whom are independent. The duties of this Committee are set out as follows:

•

determine the qualifications, qualities, skills and other expertise required to be a director, and develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director;

​

•

identify and screen qualified individuals for Board positions;

​

•

recommend additions to the Board and persons to fill vacancies on the Board;

​

•

review the Board’s committee structure and composition and recommend directors to serve as committee members;

​

•

ensure that the Board is kept up to date with respect to the regulatory environment relevant to governance issues;

​

•

maintain an orientation program for new directors and oversee the continuing education needs of directors;

​

•

oversee the evaluation of the Board and management;

​

•

make recommendations to assure the efficiency of Board meetings;

​

•

develop, review and make recommendations with respect to our Corporate Governance Guidelines;

​

 

20

 

•

oversee the Company’s corporate governance policies, practices and procedures;

​

•

review and approve governance reports for publication in our management proxy statement and Annual Report on Form 10-K; and

​

•

annually review the Nominating and Corporate Governance Committee’s Charter and recommend and make changes thereto as required.

​

The Nominating and Corporate Governance Committee will give appropriate consideration to board nominees recommended by Class B Stockholders. Nominees recommended by Class B Stockholders will be evaluated in the same manner as other nominees. Class B Stockholders who wish to submit nominees for director for consideration by the Nominating and Corporate Governance Committee for election at our next Annual Meeting of Stockholders to be held in 2027 may do so by submitting in writing such nominee’s name, in compliance with the procedures and along with the other information required by our Bylaws and Regulation 14A under the Exchange Act (including such nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected), to our Secretary, at 85 Broad Street, 22nd Floor, New York, NY 10004 within the time frames set forth under the heading “Stockholder Proposals.”

The Nominating and Corporate Governance Committee is responsible for the recruitment of persons for Board positions, and for making recommendations to the Board for the appointment of directors to fill vacancies on the Board and for nominees for the slate of directors to stand for election by vote of the Class B Stockholders at the Annual Meeting of Stockholders. In recruiting directors, and when considering the performance of incumbent directors when determining whether to recommend them for re-election, the Nominating and Corporate Governance Committee considers:

•

judgment, character, expertise, skills and knowledge useful to the oversight of the Company’s business;

​

•

proven track record of sound business judgment and good business decisions;

​

•

specific knowledge and experience to support the development and/or implementation of business strategy;

​

•

business or other relevant experience, including, without limitation, understanding of financial and accounting principles and general financial literacy, appropriate knowledge of business and industry issues, prior work for public companies and previous Board experience;

​

•

availability for Board and committee work;

​

•

communication and influencing skills;

​

•

reputation amongst peers;

​

•

existing relationship(s) with the Company’s management;

​

•

demonstrated integrity and high ethical standards;

​

•

diversity of viewpoints, backgrounds, experiences and other demographics; and

​

•

the extent to which the interplay of the individual’s expertise, skills, knowledge and experience with that of other members of the Board will build a board that is effective, collegial and responsive to the needs of the Company.

​

The Nominating and Corporate Governance Committee is also responsible for initially assessing, against the Company’s standards for directors’ independence, whether a candidate would be independent and whether continuing directors continue to be independent and advising the Board of that assessment.

Compliance Committee

The Board of Directors formed a Compliance Committee in July 2015, the charter for which is posted on our website at www.oppenheimer.com. Pursuant to its charter, the Compliance Committee has been charged with assisting the Board of Directors with oversight of the Company’s compliance function, including the Company’s compliance management system and the Company’s compliance with applicable laws, rules

 

21

 

and regulations governing its financial services businesses. The Compliance Committee is composed of all seven of the Company’s independent directors, meets quarterly, or more frequently if necessary, and its responsibilities and authority include the following:

•

overseeing the Company’s policies, procedures, programs, and training relating to compliance and supervision;

​

•

reviewing the status of the Company’s compliance with applicable federal and state securities and other laws and the rules and regulations of any self-regulatory organization (“SRO”), as well as compliance with its internal policies, procedures and controls;

​

•

receiving and overseeing the assessment of internal and external data and reports relating to the Company’s compliance and supervision programs;

​

•

creating criteria for the Chief Compliance Officer, the Anti-Money Laundering (“AML”) Officer and other senior officers at the Company’s subsidiaries, as appropriate;

​

•

ensuring the independence of the Chief Compliance Officer of the Company’s subsidiaries, including ensuring that the Chief Compliance Officer has direct access to the chairperson of the Compliance Committee at all reasonable times and reports to the Compliance Committee outside the presence of management at least quarterly and at such other times as the Compliance Committee may request or direct;

​

•

receiving and, when appropriate, meeting to discuss, reports on any annual or periodic internal and external compliance reviews conducted by the Company or third parties, including requiring a copy of any report (and supporting notes and schedules) prepared by the Company or such third parties in connection with any such review submitted to the Committee;

​

•

reviewing and evaluating reports, orders, inquiries, responses, findings and other communications by or from regulators and the adequacy of the Company’s responses to regulators;

​

•

receiving periodic reports, no less than quarterly, but more frequently if deemed of material significance, from the Chief Compliance Officer, the AML Officer and the General Counsel of the Company’s subsidiaries and other senior compliance officers regarding (i) pending or anticipated government or SRO investigations, examinations, inquiries, demands or proceedings and material litigation, in each case which cover or would be expected to cover compliance with federal and state securities and other laws, (ii) details and factual information regarding any material claim or pattern of claims alleging that the Company is not in compliance with federal and state securities laws and/or other applicable laws, (iii) regulatory developments relevant to the Company’s business, and (iv) the adoption and implementation of new policies or revisions to existing compliance policies and procedures;

​

•

reviewing the performance of the Chief Compliance Officer, the AML Officer, and other senior compliance officers, as appropriate, and providing its assessment to the CEO and the chair of the Company’s Compensation Committee;

​

•

reviewing the appointment, replacement or dismissal of the Chief Compliance Officer;

​

•

periodically reviewing the Company’s customer complaint and conflict of interest intake and resolution function, in light of the risk of violation of federal and state laws and related risks to customers;

​

•

reviewing and approving revisions to fundamental Company compliance policies prior to implementation by management, including the Company’s Code of Conduct and Global Anti-Money Laundering Policy;

​

•

periodically receiving reports from the Company’s internal audit manager regarding any regulatory or compliance audits undertaken during the previous year, including an analysis of any regulatory or compliance risks raised by such audits;

​

•

requesting reports from the Chief Compliance Officer and other compliance officers, the AML Officer, the General Counsel and management at the Company’s subsidiaries regarding the

​

 

22

 

preparation, implementation and updating of the Company’s compliance and supervision policies, procedures, programs, training and controls;

•

receiving and, when appropriate, meeting to discuss reports on any annual or periodic examinations conducted by governmental agencies and SROs, including requiring a copy of any report (and supporting notes and schedules) prepared by such agencies or SROs in connection with any such examination to be submitted to the Compliance Committee;

​

•

ensuring that the full Board receives reports and materials as necessary from time to time regarding significant compliance issues and making recommendations to the full Board and/or management from time to time as the Compliance Committee deems appropriate for the development, adoption or modification of regulatory or compliance policies, procedures, programs and practices;

​

•

ordering, directing and overseeing any annual or periodic independent compliance or AML audit that the Compliance Committee deems necessary or appropriate, conducted by an independent firm deemed competent by the Compliance Committee to conduct such compliance or AML audit;

​

•

reviewing the results of any annual or periodic independent compliance or AML audit, including any significant matters regarding risk of non-compliance with federal securities and other laws; and

​

•

undertaking such other activities as are necessary or incidental to carrying out the foregoing duties and responsibilities.

​

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.

 

23

 

2025 DIRECTOR COMPENSATION TABLE

Notes to 2025 Director Compensation Table

(1)

In the year ending December 31, 2025 we paid directors’ fees as follows:

​

​

(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) 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.

 

24

 

Director Stock-based Compensation

The following table describes non-employee director stock-based awards held at December 31, 2025 and the numbers of unvested awards, as applicable.

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.

 

25

 

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

Directors’ and Officers’ Insurance

We carry liability insurance for our directors and officers and the directors and officers of our subsidiaries. Between November 30, 2024 and November 30, 2025, our aggregate insurance coverage was $38.5 million (including Side A coverage in the amount of  $3.5 million) with a $3.5 million deductible and an aggregate annual premium of  $540,612. The coverage was renewed for a further year effective November 30, 2025 at an aggregate annual premium of  $525,386 and a deductible and Side A coverage each in the amount of  $3.5 million.

Under our Bylaws, we are obligated to indemnify our and our subsidiaries’ directors and officers to the maximum extent permitted by the DGCL. We have proposed to amend and restate our Certificate of Incorporation to indemnify our directors and officers to the maximum extent permitted under the DGCL (See Matter No. 5, Approval of Amended and Restated Certificate of Incorporation). We have entered into an indemnity agreement with certain of our directors and officers providing for such indemnities.

Stock Ownership of Board Members

For information on the beneficial ownership of securities of the Company by directors and executive officers, see “Security Ownership of Certain Beneficial Owners and Management” below.

Compensation Committee Interlock and Insider Participation

Mr. Dwyer, Mr. Friedman, Ms. Glasser, Ms. Kanter and Mr. Roth served as members of the Compensation Committee for the fiscal year ended December 31, 2025. Ms. Glasser joined the Committee in April of 2025. None of the members of the Compensation Committee is or has ever been one of our officers or employees or been a party to a transaction with our Company that qualified as a related party transaction under Company policy. No interlocking relationship exists between our Board of Directors or Compensation Committee and the board of directors or compensation committee of any other entity.

 

26

 

REPORT OF THE AUDIT COMMITTEE

As required by our Audit Committee Charter, the Audit Committee reports as follows:

The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. It meets with management and our internal audit group and independent auditors regularly and reports the results of its activities to the Board of Directors. In this connection, the Audit Committee has done the following with respect to fiscal 2025:

•

Reviewed and discussed with our management and Deloitte & Touche LLP our unaudited quarterly reports on Form 10-Q for the first three quarters of the year.

​

•

Reviewed and discussed our audited financial statements and annual report on Form 10-K for the fiscal year ended December 31, 2025 with our management and Deloitte & Touche LLP.

​

•

Reviewed and discussed with our internal auditors their internal control program for the year and the internal audits conducted during the year.

​

•

Discussed with Deloitte & Touche LLP the matters required to be discussed by the rules of the Public Company Accounting Oversight Board (PCAOB).

​

•

Received written disclosure from Deloitte & Touche LLP as required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and discussed with Deloitte & Touche LLP its independence.

​

•

Discussed with our internal auditors and with Deloitte & Touche LLP the documentation and testing of our internal accounting controls in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

​

•

Discussed with management and recommended to the Board the payment of four quarterly dividends and a special dividend of  $1.00 per share in the fourth quarter of 2025.

​

•

Made inquiries of senior management regarding any whistleblowing complaints of a financial nature.

​

Based on the foregoing, the Audit Committee recommended to the Board of Directors that our audited financial statements for the year ended December 31, 2025 prepared in accordance with GAAP be included in our Annual Report on Form 10-K for the year ended December 31, 2025.

The Audit Committee

Timothy M. Dwyer — Chair
Evan Behrens
Teresa A. Glasser
Suzanne E. Spaulding

 

27

 

REPORT OF THE COMPENSATION COMMITTEE

As required by our Compensation Committee Charter, the Compensation Committee reports as follows:

Under its charter, the Compensation Committee is required to discharge the Board of Directors’ responsibilities relating to compensation of our senior executive officers and to report on its practices to our stockholders in our annual proxy statement. The Compensation Committee, comprised of independent directors, reviewed and discussed the Compensation Discussion and Analysis that appears below with our management. In reaching its conclusions, the members of the Compensation Committee were aware of the ongoing focus of the media, the government and the general population on the compensation of executives and employees of financial service companies, compliance with applicable rules and other regulatory enactment and enforcement activities which affect the Company.

The Compensation Committee regularly monitors important developments and proposed regulations in compensation practices and seeks to see that its methodology aligns pay practices with corporate objectives and performance and does not encourage excessive risk-taking. The Compensation Committee believes that the 2025 compensation payments made to executives and employees were substantially so aligned. Based on its review and discussions, the Compensation Committee approved and recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

The Compensation Committee

R. Lawrence Roth — Chair
Timothy M. Dwyer
Paul M. Friedman
Teresa A. Glasser
Stacy J. Kanter

The Report of the Compensation Committee set forth in this proxy statement shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act, or to the liabilities of Section 18 of the Exchange Act. In addition, it shall not be deemed incorporated by reference by any statement that incorporates this proxy statement by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that the Company specifically incorporates this information by reference.

 

28

 

REPORT OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

As required by our Nominating and Corporate Governance Committee Charter, the Nominating and Corporate Governance Committee reports as follows:

•

The Nominating and Corporate Governance Committee is responsible for maintaining and developing governance principles consistent with high standards of corporate governance.

​

•

The Nominating and Corporate Governance Committee has assessed the composition, effectiveness and size of the Board of Directors and determined that the incumbent directors are performing effectively and that a board of nine directors is appropriate for the Company. The Nominating and Corporate Governance Committee has recommended that the current directors be nominated for election to the Board at the Meeting. The Board has endorsed that recommendation.

​

•

The Nominating and Corporate Governance Committee has determined that Mr. Behrens, Mr. Dwyer, Mr. Friedman, Ms. Glasser, Ms. Kanter, Mr. Roth and Ms. Spaulding are independent in accordance with applicable independence standards. In addition, the Nominating and Corporate Governance Committee monitored director attendance at Board of Directors and committee meetings and has determined that each nominee for director who is presently a director meets acceptable board meeting attendance standards.

​

•

The Nominating and Corporate Governance Committee conducted a Board effectiveness and self-assessment review for 2025 and has reported thereon to the Board.

​

•

The Nominating and Corporate Governance Committee supervised the Board of Directors’ annual review of our Corporate Governance Guidelines, including our charter.

​

•

The Nominating and Corporate Governance Committee oversaw the Chief Executive Officer succession process during 2025, culminating in Mr. R.S. Lowenthal being appointed Chief Executive Officer of the Company in May 2025.

​

•

The Nominating and Corporate Governance Committee has developed a program to encourage the Company’s directors to maintain their skills and knowledge as directors and regularly arranges director education for the Board.

​

The Nominating and Corporate Governance Committee

Stacy J. Kanter — Chair
Evan Behrens
Paul M. Friedman
R. Lawrence Roth
Suzanne E. Spaulding

 

29

 

REPORT OF THE COMPLIANCE COMMITTEE

As required by our Compliance Committee Charter, the Compliance Committee reports as follows:

•

The Compliance Committee has been charged with assisting the Board of Directors with oversight of the Company’s compliance function, including the Company’s compliance management system and the Company’s compliance with applicable laws, rules and regulations.

​

•

Since the Compliance Committee was formed in July 2015, it has met regularly with the Company’s senior compliance officers, including receiving reports by the Chief Compliance Officer of the Company and its subsidiary broker-dealer and investment advisers, and quarterly reports by the Company’s AML Officer and Director of Regulatory Affairs.

​

•

The Compliance Committee received periodic reports on regulatory inquiries and findings, and subsequently reviewed and evaluated the sufficiency of the Company’s responses to them and the resulting actions that had been taken to address any findings.

​

•

The Compliance Committee also received periodic reports from various channels relating to whistleblowing, including any complaints received and the resulting response by management, if applicable.

​

•

The Compliance Committee oversaw the transition of the position of Chief Compliance Officer of the Company.

​

•

In order to assure the independence of the Chief Compliance Officer of the Company, the Chief Compliance Officer reported to the Compliance Committee outside the presence of management at every meeting held by the Compliance Committee.

​

•

The Compliance Committee also oversaw the resourcing of the compliance functions at the Company, including staffing, systems and monitoring.

​

The Compliance Committee

Paul M. Friedman — Chair
Evan Behrens
Timothy M. Dwyer
Teresa A. Glasser
Stacy J. Kanter
R. Lawrence Roth
Suzanne E. Spaulding

 

30

 

MATTER NO. 2

APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has reappointed Deloitte & Touche LLP as our independent auditors for the 2026 fiscal year subject to ratification by the Class B Stockholders at the Meeting. The Audit Committee intends to fix the remuneration of the auditors.

Representatives of Deloitte & Touche LLP are expected to be present at the Meeting and will be given the opportunity to make a statement, if they desire, and to respond to appropriate questions.

To be effective, this matter must be authorized by the affirmative vote of a simple majority of the votes cast by the Class B Stockholders at the Meeting. Abstentions will not be counted as votes for or against the matter. Mr. A.G. Lowenthal owns 97.5% of the Class B Stock and has informed the Company that he intends to vote all of such Class B Stock in favor of the matter. See “Security Ownership of Certain Beneficial Owners and Management.”

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP FOR FISCAL YEAR 2026 AND FOR THE AUTHORIZATION OF THE AUDIT COMMITTEE TO FIX THE AUDITORS’ REMUNERATION.

Principal Accounting Fees and Services

Deloitte & Touche LLP has served as our independent registered accounting firm since 2013. Prior thereto, PricewaterhouseCoopers LLP served as our independent registered public accounting firm since 1993. Deloitte & Touche LLP has advised us that neither the firm nor any of its members or associates has any direct financial interest or any material indirect financial interest in us or any of our affiliates other than as our auditor.

Audit Fees, Audit-Related Fees and Tax Fees.   The fees billed to us and our subsidiaries by Deloitte & Touche LLP for the years 2025 and 2024 in connection with services provided in such years were as follows:

The 2025 audit fees include the fees for the audit of our annual consolidated financial statements for the year 2025 and the review of the quarterly financial statements included in the Forms 10-Q filed by us and the interim reports to stockholders sent to stockholders during the year. Audit fees also include the separate entity audits of Oppenheimer & Co. Inc., Oppenheimer Europe Ltd., Oppenheimer Investments Asia Limited, and Oppenheimer Israel (OPCO) Ltd. During 2025, Deloitte & Touche LLP provided tax compliance services for us in the U.S., the U.K, Israel and Hong Kong. In addition, during 2025, Deloitte & Touche LLP performed the audit-related services required for the production of SSAE 18 Reports for Oppenheimer & Co. Inc. Additionally, Deloitte & Touche LLP performed the mandated examinations as required by the SEC Investment Advisory Custody Rule.

The Audit Committee has the sole authority and responsibility to appoint independent auditors for ratification by stockholders, and to recommend to stockholders that independent auditors be removed. The Audit Committee has appointed Deloitte & Touche LLP as our auditors for 2026 for ratification by the Class B Stockholders at the Meeting.

The Audit Committee approves all audit engagement fees and terms in addition to all non-audit engagements and engagement fees submitted by the independent auditors. The process begins prior to the commencement of the services. The fees described above were all pre-approved.

 

31

 

MATTER NO. 3

ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

In response to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, we are providing Class B Stockholders with an opportunity to cast an advisory (non-binding) vote on the compensation of our named executive officers identified in the “Summary Compensation Table” ​(“Named Executives”, commonly referred to as “say on pay” vote). Your vote is advisory and will not be binding on our Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when making future executive compensation recommendations. It was determined at our 2023 Annual Meeting that this advisory vote take place every three years. The advisory votes that took place at our 2011, 2014, 2017, 2020 and 2023 Annual Meetings endorsed the referenced compensation. You are also being asked to vote on the frequency of this advisory vote at the Meeting (See Matter No. 4).

Our compensation policy is designed to recruit, motivate, reward and retain the high performing executive talent required to create superior long-term stockholder returns; reward executives for short-term performance, as well as growth in enterprise value over the long-term; provide a competitive compensation package relative to peers and competitors; and ensure effective utilization and development of talent by employing appropriate management processes, such as performance appraisal and management development.

Stockholders are encouraged to read the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement, which describes our compensation policies and practices. The policies and practices described in the CD&A provide a compensation framework which enables us to retain and appropriately reward the executive officers that we believe are critical to our long-term success, while linking that compensation to our corporate objectives and performance.

For example:

•

our Named Executives do not generally have employment agreements;

​

•

our Named Executives do not receive supplemental retirement benefits;

​

•

other than access to two parking spaces, our Named Executives do not receive any perquisites that are not generally available to all employees;

​

•

our incentive compensation is reviewed annually by the Compensation Committee to ensure that we are not encouraging undue risk-taking and we are aligning executive compensation with the strategic objectives and performance of the Company;

​

•

our Chief Executive Officer’s annual salary and incentive compensation is established by the Compensation Committee which is composed of independent directors;

​

•

a substantial portion of our Chief Executive Officer’s compensation is driven by performance goals which are established annually by the Compensation Committee from a broad array of financial, performance and strategic parameters; and

​

•

we have approved a compensation recovery policy which provides for the recovery, under certain circumstances, of all of the incentive compensation received by our executive officers (currently our Chairman, Chief Executive Officer and Chief Financial Officer), as well as cash bonuses and any profits realized from the sale of securities of the Company during the twelve month period following the issuance in the case of a restatement of our financial statements, the unvested incentive compensation of other officers and employees designated by the Compensation Committee received during the three fiscal years prior to a restatement of our financial statements, and a portion of the unvested incentive compensation paid to our executive officers and other designated officers and employees in the case of material misconduct or other violative behavior.

​

This Matter No. 3, commonly known as a “say on pay” proposal, gives you, as a Class B Stockholder, an opportunity to endorse or not endorse the compensation we pay to our Named Executives on an advisory basis, pursuant to the following resolution:

 

32

 

RESOLVED THAT:

The compensation paid to Oppenheimer Holding Inc.’s Named Executives, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion set forth on pages 39 to 58 of this Proxy Statement, is hereby approved.

To be effective, this resolution must be passed by the affirmative vote of a simple majority of the votes cast by the Class B Stockholders at the meeting. Mr. A.G. Lowenthal owns 97.5% of the Class B Stock and has informed the Company that he intends to vote all of such Class B Stock in favor of the proposal. See “Security Ownership of Certain Beneficial Owners and Management.”

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVES AS DISCLOSED IN THIS PROXY STATEMENT.

 

33

 

MATTER NO. 4

ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF AN ADVISORY VOTE
ON EXECUTIVE COMPENSATION

In response to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, we are providing Class B Stockholders with an opportunity to cast an advisory (non-binding) vote on how frequently we should seek an advisory vote on the compensation of our Named Executives, commonly referred to as a “say on pay” vote, as provided in Matter No. 3.

Dodd-Frank and Section 14A of the Exchange Act requires us, not less frequency than once every three years, to submit a proposal allowing our Class B Stockholders to vote, in an advisory, non-binding vote, on whether the frequency of a vote on executive compensation will occur every 1, 2, or 3 years. As a Class B Stockholder of the Company, you are being provided the opportunity to vote on the frequency of the vote on executive compensation.

Your vote is advisory and will not be binding upon our Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when considering the frequency of submitting to Class B Stockholders a resolution to afford Class B Stockholders the opportunity to vote on executive compensation.

The Company’s Board of Directors recommends that Class B Stockholders vote “FOR” the resolution to have a vote on executive compensation every three years. The Company’s compensation programs and policies have remained consistent over many years and, therefore, your Board does not believe that a more frequent vote on executive compensation would provide a benefit.

The accompanying form of proxy provides for four choices (every 1, 2 or 3 years or abstain). Class B Stockholders are voting on one of these periods, and are not voting to approve or disapprove the Company’s recommendation.

The frequency of the Class B Stockholder vote on executive compensation (every 1, 2 or 3 years) will be determined by a plurality of votes cast “FOR” the year receiving the highest number of votes, even if such votes do not constitute a majority. Abstentions will not be counted as votes cast either for or against the proposal. Mr. Lowenthal owns 97.5% of the Class B Stock and has informed the Company that he intends to vote all such Class B Stock in favor of holding a vote on executive compensation every three years. See “Security Ownership of Certain Beneficial Owners and Management”.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE “3 YEAR” FREQUENCY OPTION ON FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

 

34

 

MATTER NO. 5

APPROVAL OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

General

After careful consideration, the Board of Directors has unanimously approved, and recommends that stockholders approve, the amendment and restatement of our Certificate of Incorporation (the “Current Charter”), as described below and as set forth in Appendix 1 (the “Amended and Restated Charter”). The Board of Directors believes it is in the Company’s best interest to take the opportunity to amend and restate our Current Charter to provide for the indemnification of the Company’s directors and officers to the extent permitted by the DGCL, to remove provisions that are no longer relevant, and to make certain non-substantive clarifying enhancements.

Summary of Changes

The Amended and Restated Charter reflects the following principal changes:

Director and Officer Indemnification.   The Amended and Restated Charter provides for indemnification and advancement of expenses to the Company’s directors and officers to the fullest extent permitted by the DGCL (as it may be amended from time to time). The Board of Directors believes that the addition of this provision aligns our governance practices with those commonly adopted by other public companies, and supports the Company’s ability to attract and retain qualified directors and officers. Serving as a director or officer carries substantial risk of litigation and regulatory exposure, and the Board of Directors believes that it benefits the Company and its stockholders to ensure that our directors and officers can perform their duties independently and in the best interest of stockholders without undue concern about personal liability. Furthermore, the Board of Directors believes that the absence of such protections could discourage qualified directors and officers from serving in such roles due to potential exposure to personal liability and the risk that substantial expense may be incurred in defending lawsuits, regardless of their merit. The indemnification applies to directors and officers of the Company and, in certain circumstances, to individuals serving at the request of the Company in similar capacities for other entities, as set forth in the Amended and Restated Charter.

Irrelevant Provisions and Clarifying Language.   In addition, certain provisions in our Current Charter are no longer applicable or require updates. These include updating the total number of shares of stock authorized for issuance, outdated registered office information and references to the Company’s domestication over a decade ago. The Board believes it is in the best interest of the Company to revise the Current Charter to include clear, updated language and remove irrelevant provisions.

Timing and Effect of the Amended and Restated Charter

If the proposed Amended and Restated Charter is approved by our stockholders, it will become effective immediately upon its filing with the Secretary of State of the State of Delaware.

Vote Required for Approval

The approval of Matter No. 5 requires, pursuant to Section 242 of the DGCL, the affirmative vote of the stockholders holding a majority of the outstanding Class B Stock entitled to vote thereon. Mr. A.G. Lowenthal owns 97.5% of the Class B Stock and has informed the Company that he intends to vote all of such Class B Stock in favor of the proposal. See “Security Ownership of Certain Beneficial Owners and Management.”

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO APPROVE THE AMENDED AND RESTATED CHARTER.

 

35

 

EXECUTIVE COMPENSATION AND RELATED INFORMATION

2025 Company Performance

The U.S. economy in 2025 remained in growth mode, with real GDP growth around 2% — cooler than earlier years, yet clearly expansionary. Consumer spending moderated but held up, helped by easing inflation and real wage gains. With year over year gains on benchmark equity indexes, higher income participants continued to fuel consumer spending. Housing and other rate-sensitive sectors lagged, while investment tied to AI, energy, and infrastructure were particularly strong, with AI spending plans fueling optimism.

Inflation drifted lower toward 21∕2 – 3%, allowing the Federal Reserve to pivot from “higher for longer” to cautious late-year rate cuts. After an initial scare based on early tariff announcements from the new Administration, markets and equities rallied and credit spreads tightened well before policy easing began. The labor market cooled without any significant impact on the rate of unemployment, reinforcing the soft-landing narrative that dominated investor sentiment.

Higher tariffs impacted consumer prices, as well as the costs of goods going into supply chains. This cost pressure threatened to slow a growing economy, but ultimately led to little macro drag. For markets, 2025 was constructive: stocks delivered strong overall returns, led by large-cap tech and productivity-driven sectors, while IPOs, debt issuance, and M&A activity picked up as capital markets reopened. The year was less about acceleration and more about confidence returning — steady growth, falling inflation, and healthier financial conditions.

Mid-year momentum drove the U.S. Equity markets to record highs with the S&P 500 off its high but closing at 6845.5 (up 17.9%) at year-end. Markets were again led by the “Magnificent Seven” which were up by 22.7% in 2025 (contributing over 25% of the increase in the index). The other major averages, the Dow Jones Industrial Average and the NASDAQ Composite, reached 48,063.29 (up 14.9%) and 23,241.99 (up 21.1%), respectively. Both short-term and long-term U.S. Treasury yields declined, reflecting both Federal Reserve reductions in the overnight rate, as well as lower inflation, with unemployment remaining low (4.6%).

•

The Company made considerable progress in 2025 with our Wealth Management business significantly and positively impacting results. Although lower interest rates and lower balances reduced returns from our FDIC program, our Client Assets Under Management reached an all-time record at $55.2 billion, with Assets Under Administration also reaching a record high during the year, and ending with $143.3 billion at year-end.

​

•

We saw a meaningful pick-up in the revenues derived from our Capital Markets Division as transactional revenues increased in both Equities and Fixed Income, and we saw an increase in business from Investment Banking. The Company’s total revenues reached $1.638 billion, up 14.4%, driving earnings of  $148.4 million or $14.13 per share up from $71.5 million or $6.91 per share in 2024.

​

•

Our book value reached $93.81 per share, with tangible book value reaching $76.78 per share. The operating results drove a significant increase in our share price. We maintained our regular quarterly dividend of  $0.18 per share and declared a Special Dividend of  $1.00 per share payable in early January 2026. We again reduced our share buy-backs, given the significant movement in our share price, re-purchasing only 46,292 shares at an average price of  $64.36 per share for the entire year. Our shares outstanding at year-end were 10,487,240 and our shareholders’ equity reached an all-time record of  $983.8 million.

​

•

In 2025, we continued to maintain a stable financial advisor headcount of 924 year-over-year despite some disappointing losses during the year. We continued to attract top-tier professionals despite intense competition across our industry. We began a new training program for recent graduates with a desire to pursue a career in Wealth Management, and the program was oversubscribed, permitting us to be particularly selective. In addition to advisors, we added branch managers in key markets to enhance growth.

​

•

Investment Banking revenues increased significantly in 2025 to $97 million up more than 100% from $42 million in the prior year, with significantly increased activity from M&A assignments and

​

 

36

 

equity underwritings. Looking ahead to 2026, we anticipate a rebound in M&A activity, increased private credit opportunities, and an active IPO market, as well as continued demand for strategic advisory mandates.

•

We continued to add to our staff in public finance and saw a significant increase in public finance revenues, particularly in our participation in the underwriting of municipal bonds for major public issuers. Our public finance revenues reached $15.5 million for the year.

​

•

Our Institutional Equities business experienced significant growth in 2025, fueled by increased market volatility and the availability of both primary and secondary underwritings during the year. Notable trends, such as focusing on the AI related stocks, further amplified trading activity and commission growth in equities, options and convertible bonds. Our continued investment in Equity Research also played a critical role in driving our growth.

​

•

Our Fixed Income Division achieved record revenue growth, surpassing previous high-water marks and solidifying our position in the middle market. This success was driven by important investments in experienced individuals with specialized capabilities including the progress shown by our new distressed debt team, who joined in 2024.

​

2025 Compensation Highlights

The Compensation Committee and the Board of Directors believe that the policies and practices described in the following Compensation Discussion and Analysis provide a compensation framework which enables us to retain and appropriately reward the executive officers that we believe are critical to our long-term success, while linking that compensation to our corporate objectives and performance.

For example:

•

our Named Executives do not generally have employment agreements;

​

•

our Named Executives do not receive supplemental retirement benefits;

​

•

our Named Executives generally do not receive any perquisites that are not available to all employees, other than access to parking spaces for our Chairman and our Chief Executive Officer;

​

•

our incentive compensation practices are reviewed annually by the Compensation Committee to ensure that we are not encouraging undue risk-taking and we are aligning executive compensation with the strategic objectives and performance of the Company;

​

•

our Chairman’s and our Chief Executive Officer’s annual salary and incentive compensation are established by the Compensation Committee, which is composed of independent directors;

​

•

a substantial portion of our Chairman’s and our Chief Executive Officer’s compensation is variable and is normally driven by performance goals which are established annually by the Compensation Committee from a broad array of financial, performance and strategic parameters;

​

•

The Company remains committed to and actively engaged in the high-priority work of succession planning. In February 2025, the Company announced the transfer of the role of Chief Executive Officer from the Chairman to the President of the Company;

​

•

Base salaries paid to our Named Executives in 2025 were not increased from 2024 levels, except for an increase in our CEO’s base salary when he was appointed CEO in May; and

​

•

On February 6, 2026, the Compensation Committee awarded a total of 330,440 restricted shares of Class A Stock to our employees. Of these restricted shares, 138,685 shares will cliff vest three years from the date of the grant and 191,755 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.

​

The foregoing 2025 Company Performance and Compensation Highlights do not purport to be complete and are subject to, and qualified in their entirety by reference to, the Compensation Discussion and Analysis set forth below which, together with our Annual Report on Form 10-K for the year ended December 31, 2025, should be read in its entirety for a more complete understanding of our compensation policies, practices, and the compensation awarded to, earned by, or paid to our executive officers for 2025.

 

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Compensation Discussion and Analysis

The following pages include our Compensation Discussion and Analysis.

Introduction

The following Compensation Discussion and Analysis describes the material elements of compensation for our named executive officers identified in the “Summary Compensation Table” ​(the “Named Executives”). The Compensation Committee, which is comprised entirely of independent directors, (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 (iii) annually develops criteria related to incentive compensation for, and approves the compensation of, Mr. A.G. Lowenthal, our Chairman, and Mr. R.S. Lowenthal, our Chief Executive Officer.

Certain processes and procedures of the Compensation Committee are discussed below, including its role in dealing with the Chief Executive Officer’s compensation and the compensation of the other Named Executives. The Compensation Committee considers recommendations from the Chairman and from the Chief Executive Officer with respect to the compensation of the Named Executives (other than the Chairman or the Chief Executive Officer), as it does on compensation matters such as aggregate year-end allocation of incentive compensation and stock awards for all of our other employees.

The day-to-day design and administration of health benefits, the deferred compensation plans, the 401(k) plan and other employee benefit plans and policies applicable to salaried U.S.-based employees in general are handled by our Human Resources, Finance and Legal Departments.

The Compensation Committee reviewed the performance of the Company for 2025 and considered the financial and non-financial metrics set forth below in determining compensation for the Chairman and for the Chief Executive Officer and made incentive compensation awards to the Chairman and the Chief Executive Officer as more fully set forth below.

Objectives and Policies

The Compensation Committee’s objective is to provide a compensation program with strong and direct links between corporate objectives and financial performance, individual performance and compensation in order to foster the creation of shareholder value and align the interests of management with shareholders. Our compensation policy with respect to our Named Executives, including the Chief Executive Officer, has the following objectives:

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recruit, motivate, reward and retain the high performing executive talent required to create superior long-term stockholder returns;

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reward executives for annual performance, as well as for growth in enterprise value over the long-term;

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provide a competitive compensation package relative to peers and competitors;

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ensure effective utilization and development of talent by employing appropriate management processes; and

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avoid excessive risk taking.

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Our compensation framework for senior executive officers, including the Named Executives, consists of the following key elements: a base salary, an annual bonus and grants of share-based compensation (typically other stock-based awards). The Compensation Committee also reviews compensation arrangements to ensure that a portion of the Named Executives’ compensation is directly related to corporate performance, appropriate risk management and other factors that directly and indirectly influence stockholder value.

The Compensation Committee reviewed a “peer group” of public companies in 2025 to guide its decision making process with respect to compensation for such year. This peer group included the following companies: Piper Sandler & Co., Stifel Financial Corp., Raymond James Financial, Inc., Evercore Inc.,

 

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Houlihan Lokey Inc., Jeffries Financial Group Inc., Lazard Inc., PJT Partners Inc., Moelis & Company, Perella Weinberg Partners and B. Riley Financial Inc. In addition, to further understand the compensation practices of large financial services institutions, the Compensation Committee reviewed compensation practices at Bank of America Corporation, Barclays PLC, Citigroup Inc., Deutsche Bank AG, Goldman Sachs Group, Inc., JP Morgan Chase & Co., Morgan Stanley, and UBS Group AG.

While these companies provided a context for broad parameters and a framework for the Compensation Committee’s 2025 decisions for our Chairman and our Chief Executive Officer, the determination of the amounts granted and the form of grant was set with reference to our own business model as more fully detailed below. The Compensation Committee also used these peer group companies and broad studies of companies similar to our Company in revenue as well as other financial services companies to set a context for our recommendations to the Board on non-employee director compensation practices. See “Director Compensation.”

The Compensation Committee retains Pay Governance LLC, an independent outside compensation consultant that the Compensation Committee believes is an unbiased source of information, for purposes of assisting the Compensation Committee with respect to a program for executive and non-employee director compensation that meets the Compensation Committee’s goals and objectives.

The Compensation Committee believes that incentive-based variable compensation should generally comprise the vast majority of total annual compensation for the Named Executives because it ties their pay to their individual performance and the performance of our Company.

The Compensation Committee believes that:

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the Named Executives are in positions to influence corporate strategy and execution;

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tying the majority of total compensation to incentive payments helps ensure focus on our strategic goals;

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the Named Executives’ compensation is both variable and “at risk” and will thus depend upon our Company producing annual financial results that build enterprise value;

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the volatile nature of our market-driven businesses should be reflected in our compensation practices; and

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our share-based compensation generally cliff vests after three or five years from the date of the grant, and therefore aligns the executive officer with a continuing interest in enterprise value, and further, to long term shareholder returns.

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The Compensation Committee makes recommendations to the Board with respect to total compensation, including an annual bonus and grants of share-based awards, if appropriate, for our Named Executives and other senior executives. The Compensation Committee believes that a significant portion of the Named Executives’ compensation should be variable compensation that should also be “at-risk” based on the performance and behavior of the Named Executives. When recommending share-based awards, the Compensation Committee considers the performance of the employee and the degree to which the employee has a long-term interest in the Company’s success. All share-based awards are priced at fair market value on the grant date, are subject to vesting periods, and are typically conditioned upon the employee’s continued active employment with the Company for a significant period of time.

The Compensation Committee believes that, as stockholders, the Named Executives, other senior executives and selected employees will be motivated to consistently deliver financial results that build wealth for all stockholders over the long-term, and it currently uses share-based awards and a series of overlapping vesting periods to accomplish that objective. The Compensation Committee is cognizant of the impact of the accounting guidance on our financial results and strives to balance the granting of stock options and other forms of stock-based incentives with the other objectives of executive compensation set forth above. Since the adoption of accounting guidance on Share-Based Payment, on January 1, 2006, requiring us to expense stock options, we have granted only a very limited number of stock options and none to the Named Executives. At March 1, 2026, we had [1,203,987] shares of Class A Stock which are the subject of current share-based compensation arrangements (of which 330,440 were issued in January 2026) and subject to

 

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vesting requirements. In January 2011, we established a compensation recovery (“clawback”) policy, which policy was subsequently amended in March of 2017 and again in October of 2023 and which permits us to recover certain incentive-based compensation in specified circumstances. See discussions under “Stock Option Grants,” “Stock Awards” and “Compensation Recovery Policy” below.

Compensation arrangements for most of our senior executive officers generally involve a significant component of compensation which is contingent on our Company’s performance and the individual performance of each senior executive officer, and is typically paid in the form of an annual cash bonus (which permits individual performance to be evaluated and recognized on an annual basis) and share-based awards (which directly link a portion of their compensation to stock price appreciation realized by our stockholders). The annual cash bonus and share-based awards are determined and made in the year following the performance year to allow the Compensation Committee to review the full year financial results of the Company. The Compensation Committee believes that this approach best serves the interests of stockholders by enabling us to structure compensation in a way that meets the requirements of the highly competitive environment in which we operate, while ensuring that senior executive officers are compensated in a manner that advances our long-term interests and those of our stockholders. For the Chief Executive Officer’s compensation arrangements, see discussion under “2025 Chief Executive Officer Compensation” below.

The Compensation Committee, like the Board and management as a whole, recognizes the importance and need to continue the enhancement of the Company’s compliance culture and policies and the effectiveness thereof to enhance the overall profitability and endurance of the franchise. To this end the Compensation Committee, in approving compensation for senior executive officers, including the Named Executives, and other executives and employees in positions with compliance responsibilities, emphasizes compliance as a part of the review of such employee’s compensation.

Consideration of Say-On-Pay Votes

We conducted an advisory stockholder vote on executive compensation in May of 2011, 2014, 2017, 2020 and 2023. The results of the 2011, 2014, 2017, 2020 and 2023 votes were to affirm our compensation practices as disclosed in the Compensation Discussion and Analysis for the fiscal years 2010, 2013, 2016, 2019 and 2022 and attendant tables and narratives and the compensation paid to our Named Executives. The Compensation Committee considered the 2011, 2014, 2017, 2020 and 2023 votes and may consider such votes at future Compensation Committee meetings when establishing executive compensation arrangements in the future, but notes that the stockholder votes are non-binding and, in the future, the Compensation Committee and Board may make executive compensation arrangements that are inconsistent with the advisory votes should they determine that such arrangements are not in the interest of the Company.

Performance evaluation and total compensation timing

It has been our practice to determine an approximate aggregate cash bonus pool available to our Chief Executive Officer and other senior executives on or before December 31st of the fiscal year-end in which the performance was delivered for accounting and tax purposes. However, our practice is to determine individual cash bonuses and make any grants of long-term share-based awards to our Chairman and our Chief Executive Officer and other senior executives in the first 60 days of the following year, based upon their performance in the prior fiscal year.

While we believe our process and timing of making performance-related judgments on annual total compensation is sound, reasonable and consistent with industry standards, it does not correspond to the proscribed accounting period standards for compensation expenses nor for compensation disclosure. Elements of the total compensation for our Chairman, Chief Executive Officer, and other senior executives are thus recorded in different accounting years and are not captured in the proscribed tables in this proxy statement or in our financial statements in a manner which accurately reflects the Compensation Committee’s judgments about performance for the fiscal year. Because of this disparity, we have made a practice of disclosing any share-based awards and their terms that are granted in the first 60 days of the following year for our Named Executives and our employees taken as a whole in our proxy statements. We do this so that

 

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stockholders can see the Compensation Committee’s judgments about total compensation and how total compensation relates to the Company’s and the executives’ prior year’s performance by combining salary for the relevant fiscal year plus cash bonuses and any stock awards granted in the first 60 days of the following year.

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:

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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;

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the Named Executive’s impact on key strategic initiatives; and

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the Named Executive’s performance and contributions to the management of the Company.

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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:

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strategic thinking;

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risk management;

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integrity;

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business judgment;

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building and facilitating a corporate culture of ethical, compliant and responsible behavior;

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leadership;

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managing employee performance and morale; and

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financial responsibility.

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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.

 

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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.

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.

 

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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.

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

 

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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.

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

 

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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 director 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).

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

 

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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.

Overview of CEO Compensation Structure

At the conclusion of 2025, the Compensation Committee reviewed the financial performance of the Company against financial metrics, the most important of which are set forth in the table above, as well as evaluating Mr. R.S. Lowenthal’s performance against various non-financial, qualitative metrics, such as his fostering of corporate culture, his advocacy of ethical and financial responsibility, his risk management responsibilities, and his strategic leadership.

By applying the 2025 results to the framework set out above, the Compensation Committee determined to grant a performance award for Mr. R.S. Lowenthal and directed that he be paid $8,000,000 in cash and a stock award of 100,000 shares of the Company’s Class A Stock, the cash value of which was $9,248,000 at the date of grant based on the closing price of the Class A Stock on the NYSE on February 6, 2026 of  $92.48, which award will cliff vest on the earlier of  (i) five years from the date of grant or (ii) Mr. R.S. Lowenthal’s death or disability or the date of a Change of Control of the Company.

The Compensation Committee approved Mr. R.S. Lowenthal’s base salary for 2026 at $500,000, unchanged from 2025.

 

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2025 Compensation Arrangement for A.G. Lowenthal

Mr. A.G. Lowenthal, our Chairman of the Board of Directors of the Company, 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.

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.

 

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As illustrated in the table below, our 2025 CEO to median employee pay ratio is 48:1.

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(1)

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.

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(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.

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(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.

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U.S. Internal Revenue Code Section 162(m)

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) (“Section 162(m)”) generally limits the tax deductibility of annual compensation in excess of  $1,000,000 paid to our Chief Executive Officer, our President, our Chief Financial Officer and our two other most highly compensated executive officers whose compensation is disclosed in this proxy statement, subject to an exception for qualified performance-based compensation that was eliminated by recent tax reform legislation under the Tax Cuts and Jobs Act (the “TCJA”), beginning January 1, 2018. The TCJA also expanded the scope of  “covered employees” whose compensation may be subject to this deduction limit by, among other things, now treating the principal financial officer as a covered employee.

As a result of the passage of the TCJA, the Company will no longer be able to deduct annual compensation in excess of  $1,000,000, other than certain amounts that are paid pursuant to binding contracts in effect prior to November 2, 2017 which were not materially modified after such date. The Compensation Committee and the Board of Directors believe that there are substantial benefits to be derived from defined performance-based compensation for key executives. In the future, the Compensation Committee expects to grant compensation, including compensation tied to performance that may not be deductible for federal income tax purposes.

 

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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.

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.

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(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 [email protected], (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 January of 2025 (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.

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(3)

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

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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.”

(4)

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.

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(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.

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(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.

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(7)

Mr. A.G. Lowenthal served as Chief Executive Officer of the Company and Oppenheimer until his resignation effective May 6, 2025.

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(8)

Mr. R.S. Lowenthal was appointed as Chief Executive Officer of the Company and Oppenheimer, effective May 6, 2025.

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All Other Compensation Table
For the Year Ended December 31, 2025

Notes to All Other Compensation Table:

(a)

We have two parking spaces at 85 Broad Street, New York, NY which are included in the terms of the lease for the head-office premises. Each of Mr. A.G. Lowenthal and Mr. R.S. Lowenthal use these spaces. The cost ascribed to the parking spaces reflects current commercial terms.

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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.

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(2)

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.

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Outstanding Equity Awards Table
As of December 31, 2025