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As filed with the Securities and Exchange Commission on May 1, 2026
___________________________________________________
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): May 1, 2026
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 class | Trading Symbol | Name of each exchange on which registered |
| Class A non-voting common stock | OPY | The 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 May 1, 2026, Oppenheimer Holdings Inc. (the “Company”) issued a press release announcing its first quarter 2026 earnings. A copy of the May 1, 2026 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 May 1, 2026
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: May 1, 2026
By: /s/ Brad M. Watkins
---------------------------------
Brad M. Watkins
Chief Financial Officer
(Duly Authorized Officer) |
EXHIBIT INDEX
| | | | | |
| Exhibit Number | Description |
99.1 | Oppenheimer Holdings Inc.'s Press Release dated May 1, 2026 |
Exhibit 99.1
Oppenheimer Holdings Inc. Reports First Quarter 2026 Earnings
New York, May 1, 2026 – Oppenheimer Holdings Inc. (NYSE: OPY) (the "Company" or "Firm") today reported a net loss of $20.6 million or $(1.93) per share (basic and diluted) for the first quarter of 2026, compared with net income of $30.7 million or $2.93 basic earnings per share for the first quarter of 2025. Revenue for the first quarter of 2026 was $445.1 million, an increase of 21.0%, compared to revenue of $367.8 million for the first quarter of 2025.
First quarter 2026 results were adversely affected by a $70 million (pre-tax) legal accrual for the settlement of the “cash sweep” program litigation announced on April 24, 2026 and a $22.3 million (pre-tax) expense associated with a recurring liability-based employee compensation award program for financial advisors that is tied to our stock price, which increased by $16.90 per Class A share during the quarter (from $72.29 to $89.19). Adjusted net income(a), a non-GAAP measure which excludes the impact of these items, was $47.5 million or $4.46 adjusted basic earnings per share for the first quarter of 2026, compared with adjusted net income of $28.6 million or $2.74 adjusted basic earnings per share for the first quarter of 2025. Management believes these non-GAAP measures provide supplemental insight into the Firm’s core operating performance.
Robert S. Lowenthal, President and CEO commented, "Notwithstanding the unfavorable impact of the “cash sweep” settlement on the Company’s overall results for the first quarter, the Firm's core businesses delivered solid operating results. Despite an increasingly challenging geopolitical environment, the strength of our franchise proved its ability to support clients across all business environments. The ongoing conflict with Iran disrupted global energy flows and intensified inflationary pressure on oil and gas prices, which in turn weighed negatively on the financial markets during March. As a result of the conflict, equity markets exhibited significant volatility with indices now hovering at or near their all-time highs.
While the pre-tax results for our Wealth Management segment were lowered by the impact of our stock-based compensation program for financial advisors, underlying performance across the business remained solid. Commission revenues benefited from heightened market volatility, which drove elevated client trading. Although assets under management (“AUM”) eased from last quarter’s all-time highs, they remained meaningfully above prior year levels, supporting continued strength in our asset-based advisory fees. Overall segment results were negatively impacted by higher compensation expense related to liability-based stock appreciation rights benefiting advisors that rose in value in direct correlation with the significant increase in our share price throughout the quarter.
Our Capital Markets business delivered a strong start to the year, driven by higher investment banking fees, when compared with the prior year period, reflecting the successful closing of advisory and underwriting mandates. Sales and trading revenue within our Equities and Fixed Income businesses were also boosted by higher volatility in both the debt and equity markets.
We are pleased to have resolved the “cash sweep” litigation and to put this matter behind us. Despite the settlement's negative impact to our quarterly results, our operating businesses performed well. Our capital position remains robust, enabling us to return additional value to stockholders as highlighted by our announced 11.1% increase in the quarterly dividend to $0.20 per share. Looking ahead, we remain focused on supporting our clients across the enterprise as they continue to navigate uncertain markets."
| | | | | | | | |
| Summary Operating Results (Unaudited) |
| ('000s, except per share amounts or otherwise indicated) |
| Firm | 1Q-26 | 1Q-25 |
| Revenue | $ | 445,095 | | $ | 367,825 | |
| Compensation Expenses | $ | 296,001 | | $ | 227,091 | |
| Non-compensation Expenses | $ | 176,095 | | $ | 99,358 | |
| Pre-tax (Loss) Income | $ | (27,001) | | $ | 41,376 | |
| Income Tax (Benefit) Provision | $ | (6,432) | | $ | 10,721 | |
Net (Loss) Income (1) | $ | (20,578) | | $ | 30,655 | |
Adjusted Net Income (Non-GAAP) (1)(a) | $ | 47,491 | | $ | 28,627 | |
(Loss) Earnings Per Share (Basic) (1) | $ | (1.93) | | $ | 2.93 | |
Adjusted Earnings Per Share (Basic) (Non-GAAP)(1)(a) | $ | 4.46 | | $ | 2.74 | |
(Loss) Earnings Per Share (Diluted) (1) | $ | (1.93) | | $ | 2.72 | |
Adjusted Earnings Per Share (Diluted) (Non-GAAP) (1)(a) | $ | 4.21 | | $ | 2.54 | |
| Book Value Per Share | $ | 88.95 | | $ | 82.87 | |
Tangible Book Value Per Share (2) | $ | 72.28 | | $ | 65.85 | |
| | |
| Wealth Management | | |
| Revenue | $ | 253,680 | | $ | 241,986 | |
| Pre-tax Income | $ | 43,554 | | $ | 67,864 | |
| Assets Under Administration (billions) | $ | 139.8 | | $ | 129.9 | |
| Assets Under Management (billions) | $ | 54.1 | | $ | 48.9 | |
| Capital Markets | | |
| Revenue | $ | 189,122 | | $ | 123,261 | |
| Pre-tax Income (Loss) | $ | 35,441 | | $ | (5,097) | |
| | |
| (1) Attributable to Oppenheimer Holdings Inc. |
| (2) Represents book value less goodwill and intangible assets divided by number of shares outstanding |
Highlights
•Higher revenue in the first quarter of 2026 was driven primarily by significantly higher investment banking fees, increased transaction-based commissions and higher advisory fees reflecting growth in billable AUM
•Assets under management and administration both increased year-over-year as of March 31, 2026, primarily due to market appreciation
•Compensation expenses rose from the prior year quarter due mainly to elevated costs associated with stock appreciation rights tied to the Company's share price, higher production-related costs and greater incentive compensation accruals
•Non-compensation expenses significantly increased from the prior year quarter primarily due to higher legal costs associated with our settlement of the “cash sweep” class action litigation
•The Board of Directors increased the quarterly dividend to be paid on May 29, 2026 by 11.1% to $0.20 per common share
Wealth Management
Wealth Management reported revenue for the current quarter of $253.7 million, 4.8% higher compared with the prior year period. Pre-tax income was $43.6 million in the current quarter, a decrease of 35.8% compared with a year ago. Financial advisor headcount at the end of the current quarter was 932, flat when compared to 933 at the end of the first quarter of 2025.
Revenue:
•Retail commissions increased 6.1% from the prior year period primarily due to higher retail transaction volumes
•Advisory fees increased 10.0% from a year ago due to higher AUM during the billing period
•Bank deposit sweep income decreased $4.0 million from a year ago due to lower short-term interest rates
•Interest revenue decreased 2.9% from a year ago primarily due to lower short-term interest rates
•Other revenue was relatively flat compared to the prior year period
Assets under Management (AUM):
•AUM were $54.1 billion at March 31, 2026, which is the basis for advisory fee billings for April 2026
•The $5.2 billion increase in AUM from the prior year period was largely due to higher asset values resulting from market appreciation
Total Expenses:
•Compensation expenses increased 30.2% from the prior year period primarily due to elevated expenses associated with stock appreciation rights ($22.3 million for the three-months-ended March 31, 2026) and higher production-related costs
•Non-compensation expenses were flat year-over-year
| | | | | | | | |
| ('000s, except otherwise indicated) |
| 1Q-26 | 1Q-25 |
| | |
| Revenue | $ | 253,680 | | $ | 241,986 | |
| Commissions | $ | 60,379 | | $ | 56,911 | |
| Advisory Fees | $ | 141,694 | | $ | 128,792 | |
| Bank Deposit Sweep Income | $ | 26,118 | | $ | 30,075 | |
| Interest | $ | 20,863 | | $ | 21,485 | |
| Other | $ | 4,626 | | $ | 4,723 | |
| | |
| Total Expenses | $ | 210,126 | | $ | 174,122 | |
| Compensation | $ | 155,800 | | $ | 119,648 | |
| Non-compensation | $ | 54,326 | | $ | 54,474 | |
| | |
| Pre-Tax Income | $ | 43,554 | | $ | 67,864 | |
| | |
| Compensation Ratio | 61.4 | % | 49.4 | % |
| Non-compensation Ratio | 21.4 | % | 22.5 | % |
| Pre-Tax Margin | 17.2 | % | 28.0 | % |
| | |
| Assets Under Administration (billions) | $ | 139.8 | | $ | 129.9 | |
| Assets Under Management (billions) | $ | 54.1 | | $ | 48.9 | |
| Cash Sweep Balances (billions) | $ | 3.0 | | $ | 2.9 | |
Capital Markets
Capital Markets reported revenue for the current quarter of $189.1 million, 53.4% higher when compared with the prior year period. Pre-tax income was $35.4 million compared with a pre-tax loss of $5.1 million a year ago.
Revenue:
Investment Banking
•Advisory fees earned from investment banking activities increased 142.7% compared with the prior year period primarily due to higher placement fees in the technology sector and an increase in completed sell-side M&A transactions with larger associated fees in the financial institutions sector
•Equities underwriting fees increased 107.7% when compared with the prior year period, driven by higher new issuance volumes in the financial institutions sector
•Fixed income underwriting fees decreased by 49.2% from a year ago primarily due to lower public finance transaction revenue
Sales and Trading
•Equities sales and trading revenue increased 9.2% compared with the prior year period mostly due to higher overall trading volumes, including greater options-related commissions
•Fixed income sales and trading revenue increased 39.4% compared with a year ago largely due to higher volatility levels
Total Expenses:
•Compensation expenses increased 29.0% compared with the prior year period largely due to higher incentive compensation accruals and production-related costs
•Non-compensation expenses were flat year-over-year
| | | | | | | | |
| ('000s) | | |
| 1Q-26 | 1Q-25 |
| | |
| Revenue | $ | 189,122 | | $ | 123,261 | |
| | |
| Investment Banking | $ | 94,209 | | $ | 44,980 | |
| Advisory Fees | $ | 62,997 | | $ | 25,962 | |
| Equities Underwriting | $ | 27,829 | | $ | 13,399 | |
| Fixed Income Underwriting | $ | 2,692 | | $ | 5,301 | |
| Other | $ | 691 | | $ | 318 | |
| | |
| Sales and Trading | $ | 94,572 | | $ | 76,879 | |
| Equities | $ | 45,583 | | $ | 41,744 | |
| Fixed Income | $ | 48,989 | | $ | 35,135 | |
| | |
| Other | $ | 341 | | $ | 1,402 | |
| | |
| Total Expenses | $ | 153,681 | | $ | 128,358 | |
| Compensation | $ | 112,639 | | $ | 87,344 | |
| Non-compensation | $ | 41,042 | | $ | 41,014 | |
| | |
| Pre-Tax Income (Loss) | $ | 35,441 | | $ | (5,097) | |
| | |
| Compensation Ratio | 59.6 | % | 70.9 | % |
| Non-compensation Ratio | 21.7 | % | 33.3 | % |
| Pre-Tax Margin | 18.7 | % | (4.1) | % |
Other Matters
•The Board of Directors announced a $0.02 or 11.1% increase in the quarterly dividend to $0.20 per share effective for the first quarter of 2026 payable on May 29, 2026 to holders of Class A non-voting and Class B voting common stock of record on May 15, 2026
•Compensation expense as a percentage of revenue was higher at 66.5% during the current period versus 61.7% during the same period last year largely due to higher costs associated with stock appreciation rights
•The effective tax rate for the current period was 23.8%, slightly lower when compared with 25.9% for the prior year period primarily due to the impact of a discrete legal charge related to the "cash sweep" settlement recorded during the quarter
| | | | | | | | |
| (In millions, except number of shares and per share amounts) |
| 1Q-26 | 1Q-25 |
| Capital | | |
Stockholders' Equity (1) | $ | 952.4 | | $ | 872.3 | |
Regulatory Net Capital (2) | $ | 437.2 | | $ | 384.1 | |
Regulatory Excess Net Capital (2) | $ | 403.9 | | $ | 355.4 | |
| | |
| Common Stock Repurchases | | |
| Repurchases | $ | — | | $ | 0.1 | |
| Number of Shares | — | | 1,530 | |
| Average Price | $ | — | | $ | 58.79 | |
| | |
| Period End Shares | 10,708,005 | 10,525,495 |
| Effective Tax Rate | 23.8 | % | 25.9 | % |
| | |
(1) Attributable to Oppenheimer Holdings Inc. |
(2) Attributable to Oppenheimer & Co. Inc. broker-dealer |
Note
(a) Adjusted net income and earnings per share attributable to Oppenheimer Holdings Inc. (a non-GAAP financial measure) excludes a $70 million (pre-tax) legal accrual related to the Company's settlement of the previously disclosed class action “cash sweep” litigation as well as compensation expense related to the recurring, mark-to-market remeasurement of liability-based stock appreciation rights totaling $22.3 million (pre-tax) that was recognized during the first quarter of 2026. Refer to the schedule on page 7 for additional explanation of non-GAAP financial measures and a reconciliation of adjusted net income and earnings per share to U.S. GAAP.
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, 2025.
| | | | | | | | | | | | | | | | | | | | |
| Oppenheimer Holdings Inc. |
| Consolidated Income Statements (Unaudited) |
| ('000s, except number of shares and per share amounts) | | | | |
| | |
| | For the Three Months Ended March 31, |
| | 2026 | | 2025 | | % Change |
| Revenue | | | | | |
| Commissions | $ | 128,341 | | | $ | 110,878 | | | 15.7 |
| Advisory fees | 141,718 | | | 128,803 | | | 10.0 |
| Investment banking | 97,720 | | | 47,623 | | | 105.2 |
| Bank deposit sweep income | 26,118 | | | 30,075 | | | (13.2) |
| Interest | 37,531 | | | 36,369 | | | 3.2 |
| Principal transactions, net | 10,787 | | | 8,975 | | | 20.2 |
| Other | 2,880 | | | 5,102 | | | (43.6) |
| Total revenue | 445,095 | | | 367,825 | | | 21.0 |
| Expenses | | | | | |
| Compensation and related expenses | 296,001 | | | 227,091 | | | 30.3 |
| Communications and technology | 26,566 | | | 26,182 | | | 1.5 |
| Occupancy and equipment costs | 15,775 | | | 16,009 | | | (1.5) |
| Clearing and exchange fees | 6,361 | | | 7,752 | | | (17.9) |
| Interest | 18,686 | | | 21,396 | | | (12.7) |
| Other | 108,707 | | | 28,019 | | | 288.0 |
| Total expenses | 472,096 | | | 326,449 | | | 44.6 |
| | | | | | |
| Pre-tax (loss) income | (27,001) | | | 41,376 | | | (165.3) |
| Income tax provision | (6,432) | | | 10,721 | | | (160.0) |
| Net (loss) income | $ | (20,569) | | | $ | 30,655 | | | (167.1) |
| | | | | | |
| Less: Net income attributable to non-controlling interest, net of tax | 9 | | | — | | | * |
| Net (loss) income attributable to Oppenheimer Holdings Inc. | $ | (20,578) | | | $ | 30,655 | | | (167.1) |
| | | | | | |
| (Loss) Earnings per share attributable to Oppenheimer Holdings Inc. | | | | | |
| Basic | $ | (1.93) | | | $ | 2.93 | | | (165.9) |
| Diluted | $ | (1.93) | | | $ | 2.72 | | | (171.0) |
| | | | | | |
| Weighted average number of common shares outstanding | | |
| Basic | 10,642,909 | | | 10,465,771 | | | 1.7 |
| Diluted | 10,642,909 | | | 11,277,939 | | | (5.6) |
| | | | | | |
| Period end number of common shares outstanding | 10,708,005 | | | 10,525,495 | | | 1.7 |
* Percentage not meaningful
Explanation of Non-GAAP Financial Measures
The Company included certain non-GAAP financial measures within this Earnings Release to supplement the U.S. Generally Accepted Accounting Principles ("GAAP") financial information. Adjusted results begin with information prepared in accordance with U.S. GAAP, and such results are adjusted to exclude, or include, certain items. Specifically, we included non-GAAP measures that adjust the Company’s net income and earnings per share to exclude the expense associated with the settlement of the class action “cash sweep” litigation because management does not view this as ordinary-course litigation for the Company given the nature of the claims and the manner in which the action was brought.
We also included non-GAAP measures that exclude compensation expense related to the recurring, mark-to-market remeasurement of liability-based stock appreciation rights from net income and earnings per share because the period-to-period variability in this expense is largely driven by factors outside the Company’s direct control, including changes in the fair value of and underlying volatility levels in Oppenheimer Holdings Inc.’s Class A common stock price. For this reason, management expects to provide this non-GAAP measure in future reporting periods, subject to ongoing evaluation.
The Company believes that these non-GAAP financial measures provide additional useful information for investors because they permit investors to view the Company's financial performance measures on a basis consistent with how management views the operating performance of the Firm. These non-GAAP financial measures, when presented in conjunction with comparable U.S. GAAP measures, are also useful to investors when comparing the Company’s results across different financial reporting periods on a consistent basis.
The following tables reconcile our non-GAAP financial measures to their respective U.S. GAAP measures. These non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation from, as a substitute for, or superior to, the analysis of U.S. GAAP financial measures.
Net (Loss) Income Attributable to Oppenheimer Holdings Inc. and (Loss) Earnings Per Share U.S. GAAP Reconciliation
Reconciliation of net (loss) income attributable to Oppenheimer Holdings Inc. to adjusted net income attributable to Oppenheimer Holdings Inc., reconciliation of basic (loss) earnings per share to adjusted basic earnings per share, and reconciliation of diluted (loss) earnings per share to adjusted diluted earnings per share are as follows:
| | | | | | | | | | | |
| ('000s, except per share amounts) | For the Three Months Ended | | For the Three Months Ended |
| March 31, 2026 | | March 31, 2025 |
| Net (loss) income attributable to Oppenheimer Holdings Inc. (U.S. GAAP) | $ | (20,578) | | | $ | 30,655 | |
| Non-GAAP adjustments: | | | |
| Class action sweep litigation settlement | $ | 70,000 | | | $ | — | |
Liability-based stock appreciation rights expense | $ | 22,285 | | | $ | (2,742) | |
Tax impact of Non-GAAP adjustments (1) | $ | (24,216) | | | $ | 714 | |
| Adjusted net income attributable to Oppenheimer Holdings Inc. (Non-GAAP) | $ | 47,491 | | | $ | 28,627 | |
| | | |
| Basic (loss) earnings per share (U.S. GAAP) | $ | (1.93) | | | $ | 2.93 | |
| Impact of Non-GAAP adjustments | $ | 6.39 | | | $ | (0.19) | |
| | | |
| | | |
| Adjusted basic earnings per share (Non-GAAP) | $ | 4.46 | | | $ | 2.74 | |
| | | |
| Diluted (loss) earnings per share (U.S. GAAP) | $ | (1.93) | | | $ | 2.72 | |
| Impact of Non-GAAP adjustments | $ | 6.14 | | | $ | (0.18) | |
| | | |
| | | |
| | | |
| Adjusted diluted earnings per share (Non-GAAP) | $ | 4.21 | | | $ | 2.54 | |
| | | |
| Weighted average shares outstanding | | | |
| Basic (U.S. GAAP and Non-GAAP) | 10,642,909 | | | 10,465,771 | |
| Diluted (U.S. GAAP) | 10,642,909 | | | 11,277,939 | |
Diluted (Non- GAAP) (2) | 11,288,897 | | | 11,277,939 | |
(1) The tax impact is estimated using the statutory rates for the applicable entities
(2) Includes 645,988 shares which were previously anti-dilutive due to the net loss, however, the Non-GAAP adjustments result in adjusted net income and those shares are now dilutive
