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As filed with the Securities and Exchange Commission on October 31, 2025
___________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 31, 2025

OPPENHEIMER HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Commission File Number 1-12043
Delaware 98-0080034
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
85 Broad Street
New York, New York 10004
(Address of principal executive offices) (Zip Code)
(212) 668-8000
(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Class A non-voting common stockOPYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



SECTION 2 – FINANCIAL INFORMATION

ITEM 2.02. Results of Operations and Financial Condition.

(a)On October 31, 2025, Oppenheimer Holdings Inc. (the “Company”) issued a press release announcing its third quarter 2025 earnings. A copy of the October 31, 2025 press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.

The information contained in this Item 2.02 and the related exhibit attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information or such exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth in this Item 2.02 or any exhibit related to this Item 2.02 on this Form 8-K shall not be deemed an admission as to the materiality of any information in the referenced items.


SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. Financial Statements and Exhibits.

(d)Exhibits:

The following exhibit is furnished (not filed) with this Current Report on Form 8-K:

99.1 Oppenheimer Holdings Inc.'s Press Release dated October 31, 2025
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SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


Oppenheimer Holdings Inc.
Date: October 31, 2025

By: /s/ Brad M. Watkins
---------------------------------
Brad M. Watkins
Chief Financial Officer
(Duly Authorized Officer)

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EXHIBIT INDEX

Exhibit NumberDescription
4

Exhibit 99.1

Oppenheimer Holdings Inc. Reports Third Quarter 2025 Earnings


New York, October 31, 2025 – Oppenheimer Holdings Inc. (NYSE: OPY) (the "Company" or "Firm") today reported net income of $21.7 million or $2.06 basic earnings per share for the third quarter of 2025, compared with net income of $24.5 million or $2.38 basic earnings per share for the third quarter of 2024. Third quarter 2025 results were significantly impacted by higher pre-tax compensation expenses for liability-based awards totaling $13.5 million or $0.95 basic earnings per share (after tax), attributable to an increase in the OPY Class A share price (increased $8.30 per share during the quarter). Revenue for the third quarter of 2025 was $424.4 million, an increase of 13.7%, compared to revenue of $373.4 million for the third quarter of 2024.

Robert S. Lowenthal, President and CEO commented, "I am very pleased with our third quarter operating performance which saw a substantial increase in investment banking revenues amid a still-favorable capital raising environment. Market concerns about lingering inflation, a weakening labor market and eroding central bank independence were outweighed by the positive sentiments emanating from the Federal Reserve embarking on a new rate cutting cycle. In addition, continuing enthusiasm around the potential for spending related to the utilization of artificial intelligence (AI) resulted in extended rallies that pushed all major indices to new record highs in September. These conditions spurred a significant rise in new equity issuance volumes and resulted in significantly higher investment banking revenues during the third quarter.
The momentum in the financial markets also provided a positive backdrop for our Wealth Management business, as rising markets propelled assets under management (“AUM”) to a new all-time high. This in turn drove higher fee-based revenues while strong investor sentiment also led to higher transaction volumes and commissions. Our Wealth Management results, however, were adversely impacted by reduced interest-sensitive sweep income largely due to lower average sweep balances and rates.
Although we were gratified to see markets recognize our success by bidding up our share price to a new record high, it also drove higher compensation expense associated with certain employee liability-based awards that rose in value in direct correlation with the increase in our share price during the quarter and negatively impacted our results for the quarter.
With three-quarters of the year now behind us, we have already exceeded the Company’s full year 2024 operating results. As we enter the fourth quarter, we remain focused on our clients, helping them raise, manage and allocate their capital. Our success is a reflection of good client outcomes and long-term relationships built over many market cycles. We are optimistic about the future and the many investment opportunities available, while remaining cautious and vigilant about the uncertainties that could emerge."


Summary Operating Results (Unaudited)
('000s, except per share amounts or otherwise indicated)
Firm3Q-253Q-24
Revenue$424,438 $373,352 
Compensation Expenses$290,222 $237,935 
Non-compensation Expenses$102,581 $100,047 
Pre-Tax Income $31,635 $35,370 
Income Tax Provision$9,923 $10,862 
Net Income (1)
$21,712 $24,508 
Earnings Per Share (Basic) (1)
$2.06 $2.38 
Earnings Per Share (Diluted) (1)
$1.90 $2.16 
Book Value Per Share$87.47 $81.10 
Tangible Book Value Per Share (2)
$70.48 $64.03 
Wealth Management
Revenue$259,726 $246,049 
Pre-Tax Income $62,528 $72,015 
Assets Under Administration (billions)$143.5 $129.8 
Assets Under Management (billions)$55.1 $49.1 
Capital Markets
Revenue$162,145 $124,030 
Pre-Tax Income (Loss)$12,289 $(6,144)
(1) Attributable to Oppenheimer Holdings Inc.
(2) Represents book value less goodwill and intangible assets divided by number of shares outstanding.






Highlights

•Higher revenue for the third quarter of 2025 was primarily driven by robust equity underwriting volumes, an increase in transaction-based commissions and greater advisory fees attributable to a rise in billable AUM
•Rising equities markets propelled both assets under administration and assets under management to new record highs at September 30, 2025
•Compensation expenses increased from the prior year quarter largely as the result of greater production-related expenses, higher bonus accruals and elevated costs associated with stock appreciation rights tied to the Company's share price
•Non-compensation expenses increased from the prior year quarter primarily due to higher underwriting and technology-related expenses partially offset by lower interest costs
•Total stockholders' equity, book value and tangible book value per share reached new record highs as a result of positive earnings
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Wealth Management
Wealth Management reported revenue for the current quarter of $259.7 million, 5.6% higher compared with the prior year period. Pre-tax income was $62.5 million in the current quarter, a decrease of 13.2% compared with a year ago. Financial advisor headcount at the end of the current quarter was 927, flat when compared to 928 at the end of the third quarter of 2024.
Revenue:
•Retail commissions increased 12.7% from the prior year period primarily due to higher retail transaction volumes
•Advisory fees increased 10.5% due to higher AUM during the billing period
•Bank deposit sweep income decreased $6.5 million from a year ago due to lower average cash sweep balances and lower short-term interest rates
•Interest revenue decreased 8.0% from a year ago primarily due to lower short-term interest rates
•Other revenue increased slightly from a year ago due to a number of items, including an increase in the cash surrender value of Company-owned life insurance policies, which fluctuates based on changes in the fair value of the policies' underlying investments and greater death benefit insurance proceeds

Assets under Management (AUM):
•AUM reached a record high of $55.1 billion at September 30, 2025, which is the basis for advisory fee billings for October 2025
•The increase in AUM from the prior year period was comprised of higher asset values of $6.8 billion on existing client holdings, offset by net distributions of $0.8 billion including remittances
Total Expenses:
•Compensation expenses increased 18.9% from the prior year period primarily due to higher production related expenses and elevated expenses associated with share appreciation rights
•Non-compensation expenses were flat from a year ago
('000s, except otherwise indicated)
3Q-253Q-24
Revenue$259,726 $246,049 
Commissions$61,862 $54,872 
Advisory Fees $134,396 $121,619 
Bank Deposit Sweep Income$28,349 $34,875 
Interest$22,381 $24,331 
Other$12,738 $10,352 
Total Expenses$197,198 $174,034 
Compensation$148,978 $125,270 
Non-compensation$48,220 $48,764 
Pre-Tax Income$62,528 $72,015 
Compensation Ratio57.4 %50.9 %
Non-compensation Ratio18.6 %19.8 %
Pre-Tax Margin24.1 %29.3 %
Assets Under Administration (billions)$143.5 $129.8 
Assets Under Management (billions)$55.1 $49.1 
Cash Sweep Balances (billions)$2.8 $2.8 


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Capital Markets
Capital Markets reported revenue for the current quarter of $162.1 million, 30.7% higher when compared with the prior year period. Pre-tax income was $12.3 million compared with a pre-tax loss of $6.1 million a year ago.

Revenue:
Investment Banking
•Advisory fees earned from investment banking activities decreased 33.3% compared with the prior year period primarily due to the absence of a large restructuring related transaction that closed in the prior year period
•Equities underwriting fees increased significantly when compared with the prior year period due to robust underwriting volumes with large completed transactions in the financial institutions and technology sectors
Sales and Trading
•Equities sales and trading revenue increased 32.5% compared with the prior year period mostly due to higher overall trading volumes, including greater options-related commissions
•Fixed income sales and trading revenue increased 8.0% compared with a year ago largely due to higher trading volumes and interest income on trading inventory

Total Expenses:
•Compensation expenses increased 21.2% compared with the prior year period largely due to greater production-related expenses and higher incentive compensation accruals
•Non-compensation expenses were modestly higher than a year ago primarily due to an increase in underwriting expenses associated with increased activity




('000s)
3Q-253Q-24
Revenue$162,145 $124,030 
Investment Banking$75,045 $50,098 
Advisory Fees $21,865 $32,798 
Equities Underwriting$48,326 $12,588 
Fixed Income Underwriting$3,818 $4,390 
Other$1,036 $322 
Sales and Trading$86,753 $72,755 
Equities$44,139 $33,303 
Fixed Income$42,614 $39,452 
Other$347 $1,177 
Total Expenses$149,856 $130,174 
Compensation$106,245 $87,649 
Non-compensation$43,611 $42,525 
Pre-Tax Income (Loss)$12,289 $(6,144)
Compensation Ratio65.5 %70.7 %
Non-compensation Ratio26.9 %34.3 %
Pre-Tax Margin7.6 %(5.0)%









Other Matters

•The Board of Directors announced a quarterly dividend of $0.18 per share payable on November 28, 2025 to holders of Class A non-voting and Class B voting common stock of record on November 14, 2025
•Compensation expense as a percentage of revenue was higher at 68.4% during the current period versus 63.7% during the same period last year
•The effective tax rate for the current period was 31.4%, slightly higher when compared with 30.7% for the prior year period due to the impact of certain unfavorable permanent items




(In millions, except number of shares and per share amounts)
3Q-253Q-24
Capital
Stockholders' Equity (1)
$920.3 $837.8 
Regulatory Net Capital (2)
$383.0 $487.5 
Regulatory Excess Net Capital (2)
$351.7 $464.6 
Common Stock Repurchases
Repurchases$— $0.3 
Number of Shares — 5,981 
Average Price$— $49.30 
Period End Shares10,520,54910,331,401
Effective Tax Rate31.4 %30.7 %
(1) Attributable to Oppenheimer Holdings Inc.
(2) Attributable to Oppenheimer & Co. Inc. broker-dealer
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Company Information

Oppenheimer Holdings Inc., through its operating subsidiaries, is a leading middle market investment bank and full service broker-dealer that is engaged in a broad range of activities in the financial services industry, including retail securities brokerage, institutional sales and trading, investment banking (corporate and public finance), equity and fixed income research, market-making, trust services, and investment advisory and asset management services. With roots tracing back to 1881, the Company is headquartered in New York and has 88 retail branch offices in the United States and institutional businesses located in London, Tel Aviv, and Hong Kong.

Forward-Looking Statements

This press release includes certain "forward-looking statements" relating to anticipated future performance. For a discussion of the factors that could cause future performance to be different than anticipated, reference is made to Factors Affecting "Forward-Looking Statements" and Part 1A – Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

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Oppenheimer Holdings Inc.
Consolidated Income Statements (Unaudited)
('000s, except number of shares and per share amounts)
For the Three Months Ended
September 30,
For the Nine Months Ended
September 30,
20252024% Change20252024% Change
REVENUE
Commissions$120,684 $103,079 17.1$341,587 $295,984 15.4
Advisory fees134,404 121,631 10.5388,835 353,675 9.9
Investment banking77,488 52,185 48.5168,644 131,841 27.9
Bank deposit sweep income28,349 34,875 (18.7)87,078 106,406 (18.2)
Interest38,859 38,034 2.2113,245 99,605 13.7
Principal transactions, net14,902 14,364 3.738,409 42,672 (10.0)
Other9,752 9,184 6.227,643 26,896 2.8
Total revenue424,438 373,352 13.71,165,441 1,057,079 10.3
EXPENSES
Compensation and related expenses290,222 237,935 22.0756,387 680,375 11.2
Communications and technology25,938 24,602 5.478,324 73,860 6.0
Occupancy and equipment costs15,971 16,240 (1.7)47,558 47,604 (0.1)
Clearing and exchange fees6,850 7,125 (3.9)21,643 19,747 9.6
Interest22,496 24,103 (6.7)66,421 66,631 (0.3)
Other31,326 27,977 12.089,887 80,172 12.1
Total expenses392,803 337,982 16.21,060,220 968,389 9.5
Pre-tax income31,635 35,370 (10.6)105,221 88,690 18.6
Income tax provision 9,923 10,862 (8.6)31,180 28,172 10.7
Net income$21,712 $24,508 (11.4)$74,041 $60,518 22.3
Less: Net loss attributable to non-controlling interest, net of tax— — — (310)
Net income attributable to Oppenheimer Holdings Inc.$21,712 $24,508 (11.4)$74,041 $60,828 21.7
Earnings per share attributable to Oppenheimer Holdings Inc.
Basic$2.06 $2.38 (13.4)$7.05 $5.87 20.1
Diluted$1.90 $2.16 (12.0)$6.53 $5.45 19.8
Weighted average number of common shares outstanding
Basic10,519,722 10,332,927 1.810,502,101 10,355,982 1.4
Diluted11,450,346 11,277,865 1.511,349,801 11,156,536 1.7
Period end number of common shares outstanding10,520,549 10,331,401 1.810,520,54910,331,4011.8
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