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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-31720

PIPER SANDLER COMPANIES

(Exact Name of Registrant as specified in its Charter)

Delaware

30-0168701

(State or Other Jurisdiction of Incorporation or Organization)

(IRS Employer Identification No.)

350 North 5th Street, Suite 1000

Minneapolis, Minnesota

55401-5711

(Address of Principal Executive Offices)

(Zip Code)

(612)

303-6000

(Registrant's Telephone Number, Including Area Code)


Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol	Name of Each Exchange On Which Registered
Common Stock, par value $0.01 per share	PIPR	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

As of July 30, 2025, the registrant had 17,690,540 shares of Common Stock outstanding.

Table of Contents

Part I. Financial Information


Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	65
Item 4.	Controls and Procedures	65

Part II. Other Information


Item 1.	Legal Proceedings	65
Item 1A.	Risk Factors	65
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	66
Item 3.	Defaults Upon Senior Securities	66
Item 4.	Mine Safety Disclosures	66
Item 5.	Other Information	66
Item 6.	Exhibits	67
	Signatures	68

Piper Sandler Companies | 2

Table of Contents

Part I. Financial Information

Item 1. Financial Statements.

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS


Consolidated Statements of Financial Condition		4
Consolidated Statements of Operations		5
Consolidated Statements of Comprehensive Income		6
Consolidated Statements of Changes in Shareholders' Equity		7
Consolidated Statements of Cash Flows		9
Notes to the Consolidated Financial Statements		10
Note 1	Organization and Basis of Presentation	10
Note 2	Summary of Significant Accounting Policies	10
Note 3	Recent Accounting Pronouncements	11
Note 4	Acquisitions	11
Note 5	Receivables from and Payables to Brokers, Dealers and Clearing Organizations	12
Note 6	Fair Value of Financial Instruments	12
Note 7	Financial Instruments and Other Inventory Positions	20
Note 8	Investments	22
Note 9	Variable Interest Entities	22


Note 10	Other Assets	23
Note 11	Short-Term Financing	24

Note 12	Leases	24
Note 13	Legal Contingencies	25
Note 14	Shareholders' Equity	25
Note 15	Business Segment and Revenues Information	27
Note 16	Compensation Plans	28
Note 17	Restructuring and Integration Costs	34

Note 18	Earnings Per Share	35
Note 19	Net Capital Requirements and Other Regulatory Matters	36
Note 20	Subsequent Event	36

Piper Sandler Companies | 3

Table of Contents

Piper Sandler Companies

Consolidated Statements of Financial Condition


	June 30,		December 31,
	2025		2024
(Amounts in thousands, except share data)	(Unaudited)
Assets
Cash and cash equivalents	$	123,323	$	482,834
Receivables from brokers, dealers and clearing organizations	166,779		174,491

Financial instruments and other inventory positions owned:
Financial instruments and other inventory positions owned	426,868		351,178
Financial instruments and other inventory positions owned and pledged as collateral	61,711		74,550
Total financial instruments and other inventory positions owned	488,579		425,728

Investments (including noncontrolling interests of $169,220 and $187,624, respectively)	265,194		281,962
Fixed assets (net of accumulated depreciation and amortization of $115,377 and $106,944, respectively)	77,087		59,400
Right-of-use lease assets	71,435		66,618
Goodwill	311,944		312,024
Intangible assets (net of accumulated amortization of $164,998 and $160,775, respectively)	103,157		107,504
Net deferred income tax assets	138,883		161,583
Other assets	212,759		183,792
Total assets	$	1,959,140	$	2,255,936

Liabilities and Shareholders' Equity
Short-term financing	$	15,000	$	10,000

Payables to brokers, dealers and clearing organizations	6,131		5,862
Financial instruments and other inventory positions sold, but not yet purchased	63,729		76,982
Accrued compensation	299,903		563,088
Accrued lease liabilities	101,215		88,819
Other liabilities and accrued expenses	73,748		95,412
Total liabilities	559,726		840,163

Shareholders' equity:
Common stock, $0.01 par value:
Shares authorized: 100,000,000;
Shares issued: 19,561,979 and 19,557,804, respectively;
Shares outstanding: 16,697,576 and 16,111,723, respectively	195		195
Additional paid-in capital	967,558		981,724
Retained earnings	581,495		561,746
Less: Common stock held in treasury, at cost: 2,864,403 shares and 3,446,081 shares, respectively	(322,874)		(314,656)
Accumulated other comprehensive income/(loss)	3,519		(1,179)
Total common shareholders' equity	1,229,893		1,227,830
Noncontrolling interests	169,521		187,943
Total shareholders' equity	1,399,414		1,415,773

Total liabilities and shareholders' equity	$	1,959,140	$	2,255,936

See Notes to the Consolidated Financial Statements

Piper Sandler Companies | 4

Table of Contents

Piper Sandler Companies

Consolidated Statements of Operations

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Amounts in thousands, except per share data)	2025		2024		2025		2024
Revenues
Investment banking	$	283,085	$	259,782	$	562,017	$	490,305
Institutional brokerage	112,374		91,737		211,630		183,179
Interest income	7,947		6,676		17,910		14,982
Investment loss	(4,829)		(17,351)		(34,426)		(3,183)
Total revenues	398,577		340,844		757,131		685,283
Interest expense	1,799		1,665		3,081		3,048
Net revenues	396,778		339,179		754,050		682,235

Non-interest expenses
Compensation and benefits	258,216		234,709		506,673		457,155
Outside services	16,789		13,974		31,507		26,396
Occupancy and equipment	17,442		16,757		35,669		32,793
Communications	14,255		14,568		29,034		27,797
Marketing and business development	11,813		11,372		25,287		22,135
Deal-related expenses	11,746		5,943		17,208		12,330
Trade execution and clearance	4,701		4,515		9,875		9,381
Restructuring and integration costs	4,998		977		4,998		977
Intangible asset amortization	2,147		2,361		4,223		4,722
Other operating expenses	5,747		5,757		11,219		7,881
Total non-interest expenses	347,854		310,933		675,693		601,567

Income before income tax expense	48,924		28,246		78,357		80,668
Income tax expense	17,169		13,276		9,834		16,120
Net income	31,755		14,970		68,523		64,548
Net loss attributable to noncontrolling interests	(10,427)		(19,803)		(38,574)		(12,718)
Net income attributable to Piper Sandler Companies	$	42,182	$	34,773	$	107,097	$	77,266

Earnings per common share
Basic	$	2.53	$	2.19	$	6.47	$	4.92
Diluted	$	2.38	$	1.97	$	6.03	$	4.40

Dividends declared per common share	$	0.65	$	0.60	$	4.30	$	2.20

Weighted average number of common shares outstanding
Basic	16,703		15,879		16,542		15,689
Diluted	17,726		17,633		17,758		17,569

See Notes to the Consolidated Financial Statements

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Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Amounts in thousands)	2025		2024		2025		2024
Net income	$	31,755	$	14,970	$	68,523	$	64,548
Other comprehensive income, net of tax — Foreign currency translation adjustment	3,562		58		4,698		102
Comprehensive income	35,317		15,028		73,221		64,650
Comprehensive loss attributable to noncontrolling interests	(10,427)		(19,803)		(38,574)		(12,718)
Comprehensive income attributable to Piper Sandler Companies	$	45,744	$	34,831	$	111,795	$	77,368

See Notes to the Consolidated Financial Statements

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Piper Sandler Companies

Consolidated Statements of Changes in Shareholders' Equity

(Unaudited)


										Accumulated		Total
	Common			Additional						Other		Common				Total
(Amounts in thousands,	Shares	Common		Paid-In		Retained		Treasury		Comprehensive		Shareholders'		Noncontrolling		Shareholders'
except share amounts)	Outstanding	Stock		Capital		Earnings		Stock		Income/(Loss)		Equity		Interests		Equity
Balance at December 31, 2024	16,111,723	$	195	$	981,724	$	561,746	$	(314,656)	$	(1,179)	$	1,227,830	$	187,943	$	1,415,773
Net income/(loss)	—	—		—		64,915		—		—		64,915		(28,147)		36,768
Dividends	—	—		—		(70,261)		—		—		(70,261)		—		(70,261)
Amortization/issuance of restricted stock (1)	—	—		68,664		—		—		—		68,664		—		68,664
Issuance of treasury shares for options exercised	15,000	—		16		—		1,469		—		1,485		—		1,485

Issuance of treasury shares for restricted stock vestings	654,048	—		(63,105)		—		63,105		—		—		—		—
Repurchase of common stock from employees	(266,060)	—		—		—		(80,629)		—		(80,629)		—		(80,629)
Shares reserved/issued for director compensation	1,319	—		333		—		—		—		333		—		333
Other comprehensive income	—	—		—		—		—		1,136		1,136		—		1,136
Fund capital contributions, net	—	—		—		—		—		—		—		4,841		4,841
Balance at March 31, 2025	16,516,030	$	195	$	987,632	$	556,400	$	(330,711)	$	(43)	$	1,213,473	$	164,637	$	1,378,110
Net income/(loss)	—	—		—		42,182		—		—		42,182		(10,427)		31,755
Dividends	—	—		—		(17,087)		—		—		(17,087)		—		(17,087)
Amortization/issuance of restricted stock (1)	—	—		7,927		—		—		—		7,927		—		7,927

Repurchase of common stock through share repurchase program	(66,758)	—		—		—		(16,573)		—		(16,573)		—		(16,573)
Issuance of treasury shares for restricted stock vestings	263,298	—		(28,726)		—		28,726		—		—		—		—
Repurchase of common stock from employees	(17,850)	—		—		—		(4,316)		—		(4,316)		—		(4,316)
Shares reserved/issued for director compensation	2,856	—		725		—		—		—		725		—		725
Other comprehensive income	—	—		—		—		—		3,562		3,562		—		3,562
Fund capital contributions, net	—	—		—		—		—		—		—		15,311		15,311
Balance at June 30, 2025	16,697,576	$	195	$	967,558	$	581,495	$	(322,874)	$	3,519	$	1,229,893	$	169,521	$	1,399,414














Continued on next page

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Consolidated Statements of Changes in Shareholders' Equity - Continued

(Unaudited)


										Accumulated		Total
	Common			Additional						Other		Common				Total
(Amounts in thousands,	Shares	Common		Paid-In		Retained		Treasury		Comprehensive		Shareholders'		Noncontrolling		Shareholders'
except share amounts)	Outstanding	Stock		Capital		Earnings		Stock		Income/(Loss)		Equity		Interests		Equity
Balance at December 31, 2023	15,200,149	$	195	$	988,136	$	454,358	$	(356,297)	$	(894)	$	1,085,498	$	213,975	$	1,299,473
Net income	—	—		—		42,493		—		—		42,493		7,085		49,578
Dividends	—	—		—		(35,660)		—		—		(35,660)		—		(35,660)
Amortization/issuance of restricted stock (1)	—	—		60,185		—		—		—		60,185		—		60,185


Issuance of treasury shares for restricted stock vestings	730,695	—		(61,232)		—		61,232		—		—		—		—
Repurchase of common stock from employees	(288,977)	—		—		—		(52,091)		—		(52,091)		—		(52,091)
Shares reserved/issued for director compensation	555	—		106		—		—		—		106		—		106
Other comprehensive income	—	—		—		—		—		44		44		—		44
Fund capital contributions, net	—	—		—		—		—		—		—		3,395		3,395
Balance at March 31, 2024	15,642,422	$	195	$	987,195	$	461,191	$	(347,156)	$	(850)	$	1,100,575	$	224,455	$	1,325,030
Net income/(loss)	—	—		—		34,773		—		—		34,773		(19,803)		14,970
Dividends	—	—		—		(14,787)		—		—		(14,787)		—		(14,787)
Amortization/issuance of restricted stock (1)	—	—		10,608		—		—		—		10,608		—		10,608


Issuance of treasury shares for restricted stock vestings	284,320	—		(25,260)		—		25,260		—		—		—		—
Repurchase of common stock from employees	(27,153)	—		—		—		(5,496)		—		(5,496)		—		(5,496)
Shares reserved/issued for director compensation	2,542	—		527		—		—		—		527		—		527
Other comprehensive income	—	—		—		—		—		58		58		—		58
Fund capital contributions, net	—	—		—		—		—		—		—		9,898		9,898
Balance at June 30, 2024	15,902,131	$	195	$	973,070	$	481,177	$	(327,392)	$	(792)	$	1,126,258	$	214,550	$	1,340,808

(1)Includes amortization of restricted stock issued in conjunction with the Company's acquisitions.

See Notes to the Consolidated Financial Statements

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Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended
	June 30,
(Amounts in thousands)	2025		2024
Operating Activities
Net income	$	68,523	$	64,548
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Depreciation and amortization of fixed assets	8,294		8,494
Deferred income taxes	22,700		31,947
Stock-based compensation	52,425		50,590
Amortization of intangible assets	4,223		4,722
Amortization of forgivable loans	10,359		7,039
Decrease/(increase) in operating assets:
Receivables from brokers, dealers and clearing organizations	7,712		94,653
Net financial instruments and other inventory positions owned	(76,104)		(14,674)
Investments	16,768		31,490
Other assets	(40,779)		(30,850)
Increase/(decrease) in operating liabilities:
Payables to brokers, dealers and clearing organizations	269		20,971
Accrued compensation	(239,052)		(187,687)
Other liabilities and accrued expenses	(10,419)		(11,954)
Net cash provided by/(used in) operating activities	(175,081)		69,289

Investing Activities

Purchases of fixed assets, net	(25,364)		(4,652)
Net cash used in investing activities	(25,364)		(4,652)

Financing Activities
Net change in short-term financing	5,000		(30,000)


Payment of contingent consideration	—		(1,550)
Payment of cash dividends	(87,348)		(50,447)
Increase in noncontrolling interests	20,152		13,293
Repurchase of common stock	(101,518)		(57,587)
Proceeds from stock option exercises	1,485		—
Net cash used in financing activities	(162,229)		(126,291)

Currency adjustment:
Effect of exchange rate changes on cash	3,163		(509)

Net decrease in cash and cash equivalents	(359,511)		(62,163)

Cash and cash equivalents at beginning of period	482,834		383,098
Cash and cash equivalents at end of period	$	123,323	$	320,935

Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest	$	3,025	$	2,953
Income taxes	$	39,465	$	4,747

See Notes to the Consolidated Financial Statements

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 1 | ORGANIZATION AND BASIS OF PRESENTATION

Organization

Piper Sandler Companies is the parent company of Piper Sandler & Co. ("Piper Sandler"), a securities broker dealer and investment banking firm; Piper Sandler Ltd., a firm providing securities brokerage and mergers and acquisitions services in the United Kingdom ("U.K."); Piper Sandler Investment Group Inc., PSC Capital Management LLC, PSC Capital Management II LLC and PSC Capital Management III LLC, entities providing alternative asset management services; Piper Sandler Hedging Services, LLC, an entity that assists clients with hedging strategies; Piper Sandler Financial Products II Inc., an entity that facilitates derivative transactions; and other immaterial subsidiaries.

Piper Sandler Companies and its subsidiaries (collectively, the "Company") operate in one reporting segment providing investment banking services and institutional sales, trading and research services. Investment banking services include financial advisory services, management of and participation in underwritings, and municipal financing activities. Revenues are generated through the receipt of advisory and financing fees. Institutional sales, trading and research services focus on the trading of equity and fixed income products with institutions, corporations, government and non-profit entities. Revenues are generated through commissions and sales credits earned on equity and fixed income institutional sales activities, net interest revenues on trading securities held in inventory, profits and losses from trading these securities, and fees for research services and corporate access offerings. Also, the Company has created alternative asset management funds in merchant banking and healthcare in order to invest firm capital and to manage capital from outside investors. The Company records gains and losses from investments in these funds and receives management and performance fees.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") for interim financial information and the rules and regulations of the Securities and Exchange Commission ("SEC"). Pursuant to this guidance, certain information and disclosures have been omitted that are included within the complete annual financial statements. Except as disclosed herein, there have been no material changes in the information reported in the financial statements and related disclosures in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

The consolidated financial statements include the accounts of Piper Sandler Companies, its wholly owned subsidiaries, and all other entities in which the Company has a controlling financial interest. Noncontrolling interests represent equity interests in consolidated entities that are not attributable, either directly or indirectly, to Piper Sandler Companies. Noncontrolling interests include the minority equity holders' proportionate share of the equity in the Company's alternative asset management funds. All material intercompany balances have been eliminated.

Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates and assumptions are based on the best information available, actual results could differ from those estimates.

NOTE 2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for a full description of the Company's significant accounting policies.

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Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 3 | RECENT ACCOUNTING PRONOUNCEMENTS

Future Adoption of New Applicable Accounting Standards

Improvements to Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09, "Improvements to Income Tax Disclosures" ("ASU 2023-09"). This guidance enhances the annual income tax disclosure requirements by requiring disaggregated information related to the effective tax rate reconciliation and income taxes paid, as well as other disclosure requirements. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the impact of ASU 2023-09 on its financial statement disclosures.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, "Disaggregation of Income Statement Expenses" ("ASU 2024-03"). This guidance enhances the disclosure of income statement expenses by requiring disaggregated information about certain income statement expense line items. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of ASU 2024-03 on its financial statement disclosures.

NOTE 4 | ACQUISITIONS

The following acquisition was accounted for pursuant to FASB Accounting Standards Codification Topic 805, "Business Combinations." Accordingly, the purchase price was allocated to the acquired assets and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the purchase price over the net assets acquired was allocated between goodwill and intangible assets. The fair value of the equity consideration and retention-related restricted stock was determined using the market price of the Company's common stock on the date of acquisition.

Aviditi Capital Advisors, LLC ("Aviditi Advisors")

On August 23, 2024, the Company completed the acquisition of Aviditi Advisors, an alternative investment bank providing full lifecycle services to financial sponsors, global alternative investment managers and limited partner investors. The acquisition added private capital advisory capabilities to the platform. The purchase price consisted of cash consideration, equity consideration, contingently returnable consideration and contingent consideration. The net assets acquired by the Company, including measurement period adjustments, were $34.5 million.

The Company recorded $10.2 million of goodwill on the consolidated statements of financial condition, all of which is expected to be deductible for income tax purposes. In management's opinion, the goodwill represents the reputation and operating expertise of Aviditi Advisors. Identifiable intangible assets purchased by the Company consisted of customer relationships with an acquisition date fair value of $1.5 million.

Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for the full disclosure of the Company's acquisition of Aviditi Advisors.

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Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 5 | RECEIVABLES FROM AND PAYABLES TO BROKERS, DEALERS AND CLEARING ORGANIZATIONS


	June 30,		December 31,
(Amounts in thousands)	2025		2024
Receivables from brokers, dealers and clearing organizations

Receivable from clearing organizations	$	151,512	$	154,409

Receivable from brokers and dealers	15,267		20,082



Total receivables from brokers, dealers and clearing organizations	$	166,779	$	174,491

Payables to brokers, dealers and clearing organizations
Payable to brokers and dealers	$	6,131	$	5,862




Total payables to brokers, dealers and clearing organizations	$	6,131	$	5,862

Under the Company's fully disclosed clearing agreement, all of its securities inventories with the exception of convertible securities, and all of its customer activities are held by or cleared through Pershing LLC ("Pershing"). The Company has established an arrangement to obtain financing from Pershing related to the majority of its trading activities. The Company also has a clearing arrangement with bank financing related to its convertible securities inventories. Financing under these arrangements is secured primarily by securities, and collateral limitations could reduce the amount of funding available under these arrangements. The funding is at their discretion and could be denied. The Company's clearing arrangement activities are recorded net of trading activity. The Company's fully disclosed clearing agreement includes a covenant requiring Piper Sandler to maintain excess net capital of $120 million.

NOTE 6 | FAIR VALUE OF FINANCIAL INSTRUMENTS

Based on the nature of the Company's business and its role as a "dealer" in the securities industry or as a manager of alternative asset management funds, the fair values of its financial instruments are determined internally. The Company's processes are designed to ensure that the fair values used for financial reporting are based on observable inputs wherever possible. In the event that observable inputs are not available, unobservable inputs are developed based on an evaluation of all relevant empirical market data, including prices evidenced by market transactions, interest rates, credit spreads, volatilities and correlations and other security-specific information. Valuation adjustments related to illiquidity or counterparty credit risk are also considered. In estimating fair value, the Company may utilize information provided by third-party pricing vendors to corroborate internally-developed fair value estimates.

The Company employs specific control processes to determine the reasonableness of the fair value of its financial instruments. The Company's processes are designed to ensure that the internally-estimated fair values are accurately recorded and that the data inputs and the valuation techniques used are appropriate, consistently applied, and that the assumptions are reasonable and consistent with the objective of determining fair value. Individuals outside of the trading departments perform independent pricing verification reviews as of each reporting date. The Company has established parameters which set forth when the fair value of securities is independently verified. The selection parameters are generally based upon the type of security, the level of estimation risk of a security, the materiality of the security to the Company's consolidated financial statements, changes in fair value from period to period, and other specific facts and circumstances of the Company's securities portfolio. In evaluating the initial internally-estimated fair values made by the Company's traders, the nature and complexity of securities involved (e.g., term, coupon, collateral, and other key drivers of value), level of market activity for securities, and availability of market data are considered. The independent price verification procedures include, but are not limited to, analysis of trade data (both internal and external where available), corroboration to the valuation of positions with similar characteristics, risks and components, or comparison to an alternative pricing source, such as a discounted cash flow model. The Company's valuation committees, comprised of members of senior management and risk management, provide oversight and overall responsibility for the internal control processes and procedures related to fair value measurements.

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

The following is a description of the valuation techniques used to measure fair value.

Cash Equivalents

Cash equivalents include highly liquid investments with original maturities of 90 days or less. Actively traded money market funds are measured at their net asset value and classified as Level I.

Financial Instruments and Other Inventory Positions

The Company records financial instruments and other inventory positions owned and financial instruments and other inventory positions sold, but not yet purchased at fair value on the consolidated statements of financial condition with unrealized gains and losses reflected on the consolidated statements of operations.

Convertible Securities

Convertible securities are valued based on observable trades, when available, and therefore are generally categorized as Level II.

Equity Securities

Exchange traded equity securities are valued based on quoted prices from the exchange for identical assets or liabilities as of the period-end date. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level I. Non-exchange traded equity securities are measured primarily using broker quotations, prices observed for recently executed market transactions and internally-developed fair value estimates based on observable inputs and are categorized as Level II.

Corporate Fixed Income Securities

Fixed income securities include corporate bonds which are valued based on recently executed market transactions of comparable size, internally-developed fair value estimates based on observable inputs, or broker quotations. Accordingly, these corporate bonds are categorized as Level II.

Taxable Municipal Securities

Taxable municipal securities are valued using recently executed observable trades or market price quotations and therefore are generally categorized as Level II.

Tax-Exempt Municipal Securities

Tax-exempt municipal securities are valued using recently executed observable trades or market price quotations and therefore are generally categorized as Level II. Certain illiquid tax-exempt municipal securities are valued using market data for comparable securities (e.g., maturity and sector) and management judgment to infer an appropriate current yield or other model-based valuation techniques deemed appropriate by management based on the specific nature of the individual security and therefore are categorized as Level III.

Short-Term Municipal Securities

Short-term municipal securities include variable rate demand notes and other short-term municipal securities. Variable rate demand notes and other short-term municipal securities are valued using recently executed observable trades or market price quotations and therefore are generally categorized as Level II.

Asset-Backed Securities

Asset-backed securities are valued using recently executed observable trades, when available, and therefore are generally categorized as Level II. Certain asset-backed securities are valued using models where inputs to the model are directly observable in the market, or can be derived principally from or corroborated by observable market data. Accordingly, these asset-backed securities are categorized as Level II.

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Notes to the Consolidated Financial Statements

(Unaudited)

U.S. Government Agency Securities

U.S. government agency securities include agency debt bonds, mortgage bonds and Small Business Administration ("SBA") loans. Agency debt bonds are valued by using either direct price quotes or price quotes for comparable bond securities and are categorized as Level II. Mortgage bonds include bonds secured by mortgages, mortgage pass-through securities, agency collateralized mortgage-obligation ("CMO") securities and agency interest-only securities. Mortgage pass-through securities, CMO securities and interest-only securities are valued using recently executed observable trades or other observable inputs, such as prepayment speeds and therefore are generally categorized as Level II. Mortgage bonds are valued using observable market inputs, such as market yields on spreads over U.S. treasury securities, or models based upon prepayment expectations and are categorized as Level II. The Company purchases the guaranteed portions of SBA loans, which are aggregated into pools for securitization and sold in the secondary market. Prior to securitization, the SBA loans are valued using third-party price quotations. The securitized pools of SBA loans are valued using direct price quotations or price quotations for comparable securities and are generally categorized as Level II.

U.S. Government Securities

U.S. government securities include highly liquid U.S. treasury securities which are generally valued using quoted market prices and therefore are categorized as Level I. The Company does not transact in securities of countries other than the U.S. government.

Derivative Contracts

Derivative contracts include interest rate swaps, interest rate locks, U.S. treasury bond futures, and equity option contracts. These instruments derive their value from underlying assets, reference rates, indices or a combination of these factors. The majority of the Company's interest rate derivative contracts, including both interest rate swaps and interest rate locks, are valued using market standard pricing models based on the net present value of estimated future cash flows. The valuation models used do not involve material subjectivity as the methodologies do not entail significant judgment and the pricing inputs are market observable, including contractual terms, yield curves and measures of volatility. These instruments are classified as Level II within the fair value hierarchy. Certain interest rate locks transact in less active markets and are valued using valuation models that include the previously mentioned observable inputs and certain unobservable inputs that require significant judgment, such as the premium over the Municipal Market Data ("MMD") curve. These instruments are classified as Level III.

Investments

The Company's investments valued at fair value include equity investments in private companies and mutual funds related to deferred compensation plans. Investments in private companies are valued based on an assessment of each underlying security, considering rounds of financing, the financial condition and operating results of the private company, third-party transactions and market-based information, including comparable company transactions, trading multiples (e.g., multiples of revenue and earnings before interest, taxes, depreciation and amortization ("EBITDA")), discounted cash flow analyses and changes in market outlook, among other factors. These securities are categorized based on the lowest level of input that is significant to the fair value measurement. Certain underlying securities, as well as investments in mutual funds, are valued based on quoted prices from the exchange for identical assets as of the period-end date. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level I. See Note 16 for additional information about the Company's deferred compensation plans.

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

The following table summarizes the valuation of the Company's financial instruments by pricing observability levels defined in FASB Accounting Standards Codification Topic 820, "Fair Value Measurement" ("ASC 820") as of June 30, 2025:


							Counterparty
							and Cash
							Collateral
(Amounts in thousands)	Level I		Level II		Level III		Netting (1)		Total
Assets
Financial instruments and other inventory positions owned:
Corporate securities:
Convertible securities	$	—	$	138,738	$	—	$	—	$	138,738
Equity securities	1		6,319		—		—		6,320
Fixed income securities	—		3,419		—		—		3,419
Municipal securities:
Taxable securities	—		11,328		—		—		11,328
Tax-exempt securities	—		120,751		276		—		121,027
Short-term securities	—		56,480		—		—		56,480
Asset-backed securities	—		50,082		—		—		50,082
U.S. government agency securities	—		87,390		—		—		87,390
U.S. government securities	5,816		—		—		—		5,816
Derivative contracts	—		7,270		5,523		(4,814)		7,979
Total financial instruments and other inventory positions owned	5,817		481,777		5,799		(4,814)		488,579

Cash equivalents	103,692		—		—		—		103,692
Investments at fair value (2)	64,297		—		185,202		—		249,499
Total assets	$	173,806	$	481,777	$	191,001	$	(4,814)	$	841,770

Liabilities
Financial instruments and other inventory positions sold, but not yet purchased:
Corporate securities:
Equity securities	$	19,801	$	—	$	—	$	—	$	19,801
Fixed income securities	—		5,982		—		—		5,982


U.S. government securities	37,496		—		—		—		37,496
Derivative contracts	—		5,451		4,370		(9,371)		450
Total financial instruments and other inventory positions sold, but not yet purchased	$	57,297	$	11,433	$	4,370	$	(9,371)	$	63,729

(1)Represents cash collateral and the impact of netting on a counterparty basis. The Company had no securities posted as collateral to its counterparties.

(2)Includes noncontrolling interests of $169.2 million attributable to unrelated third-party ownership in consolidated alternative asset management funds, of which $143.8 million is classified as Level III.

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

The following table summarizes the valuation of the Company's financial instruments by pricing observability levels defined in ASC 820 as of December 31, 2024:


							Counterparty
							and Cash
							Collateral
(Amounts in thousands)	Level I		Level II		Level III		Netting (1)		Total
Assets
Financial instruments and other inventory positions owned:
Corporate securities:
Convertible securities	$	—	$	136,176	$	—	$	—	$	136,176
Equity securities	2		—		—		—		2
Fixed income securities	—		1,583		—		—		1,583
Municipal securities:
Taxable securities	—		21,171		—		—		21,171
Tax-exempt securities	—		126,672		273		—		126,945
Short-term securities	—		1,075		—		—		1,075
Asset-backed securities	—		50,188		—		—		50,188
U.S. government agency securities	—		78,256		—		—		78,256
U.S. government securities	4,633		—		—		—		4,633
Derivative contracts	—		10,185		1,819		(6,305)		5,699
Total financial instruments and other inventory positions owned	4,635		425,306		2,092		(6,305)		425,728

Cash equivalents	446,844		—		—		—		446,844
Investments at fair value (2)	90,348		—		176,970		—		267,318
Total assets	$	541,827	$	425,306	$	179,062	$	(6,305)	$	1,139,890

Liabilities
Financial instruments and other inventory positions sold, but not yet purchased:
Corporate securities:
Equity securities	$	19,740	$	—	$	—	$	—	$	19,740
Fixed income securities	—		614		—		—		614


U.S. government securities	54,249		—		—		—		54,249
Derivative contracts	—		8,080		991		(6,692)		2,379
Total financial instruments and other inventory positions sold, but not yet purchased	$	73,989	$	8,694	$	991	$	(6,692)	$	76,982

(1)Represents cash collateral and the impact of netting on a counterparty basis. The Company had no securities posted as collateral to its counterparties.

(2)Includes noncontrolling interests of $187.6 million attributable to unrelated third-party ownership in consolidated alternative asset management funds, of which $136.3 million is classified as Level III.

The carrying values of the Company's cash, receivables and payables either from or to brokers, dealers and clearing organizations, and short-term financings approximate fair value due to either their liquid or short-term nature.

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

At June 30, 2025, the Company's Level I investments at fair value included $13.3 million of equity securities subject to contractual sale restrictions, of which $8.0 million will expire in the third quarter of 2025. The contractual sale restrictions on the remaining $5.3 million of equity securities are in effect during certain trading windows.

The following tables summarize the changes in fair value associated with Level III financial instruments held at the beginning or end of the periods presented:


	Level III
	Assets						Liabilities
(Amounts in thousands)	Tax-Exempt Municipal Securities		Derivative Contracts		Investments at Fair Value		Derivative Contracts
Balance at March 31, 2025	$	282	$	4,356	$	166,264	$	2,278
Purchases	—		—		23,001		—
Sales	—		—		—		—
Settlements	—		(1,403)		—		(1,553)
Transfers in	—		—		—		—
Transfers out (1)	—		—		—		—
Total realized and unrealized gains/(losses)	(6)		2,570		(4,063)		3,645
Balance at June 30, 2025	$	276	$	5,523	$	185,202	$	4,370

Balance at March 31, 2024	$	276	$	2,754	$	217,693	$	4,571
Purchases	—		—		10,055		—
Sales	—		—		(30,000)		—
Settlements	—		(101)		—		(1,168)
Transfers in	—		—		—		—
Transfers out (1)	—		—		(8,689)		—
Total realized and unrealized gains/(losses)	(6)		2		6,775		(429)
Balance at June 30, 2024	$	270	$	2,655	$	195,834	$	2,974

Unrealized gains/(losses) for assets/liabilities held at:
June 30, 2025	$	(6)	$	2,125	$	(4,063)	$	3,109
June 30, 2024	$	(6)	$	1,472	$	(16,678)	$	418

Continued on next page

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)


	Level III
	Assets						Liabilities
(Amounts in thousands)	Tax-Exempt Municipal Securities		Derivative Contracts		Investments at Fair Value		Derivative Contracts
Balance at December 31, 2024	$	273	$	1,819	$	176,970	$	991
Purchases	—		—		34,487		—
Sales	—		—		—		—
Settlements	—		(1,330)		—		(1,385)
Transfers in	—		—		—		—
Transfers out (1)	—		—		(8,182)		—
Total realized and unrealized gains/(losses)	3		5,034		(18,073)		4,764
Balance at June 30, 2025	$	276	$	5,523	$	185,202	$	4,370

Balance at December 31, 2023	$	2,869	$	5,834	$	224,280	$	7,962
Purchases	—		—		12,055		—
Sales	(1,901)		—		(30,000)		—
Settlements	—		(2,842)		—		(3,156)
Transfers in	—		—		—		—
Transfers out (1)	—		—		(13,219)		—
Total realized and unrealized gains/(losses)	(698)		(337)		2,718		(1,832)
Balance at June 30, 2024	$	270	$	2,655	$	195,834	$	2,974

Unrealized gains/(losses) for assets/liabilities held at:
June 30, 2025	$	3	$	4,532	$	(18,073)	$	4,016
June 30, 2024	$	3	$	1,449	$	(17,512)	$	142

(1)Transfers out of Level III are primarily due to unobservable inputs becoming observable.

Realized and unrealized gains/(losses) related to financial instruments, with the exception of customer matched-book derivatives, are reported in institutional brokerage on the consolidated statements of operations. Realized and unrealized gains/(losses) related to customer matched-book derivatives are reported in investment banking. Realized and unrealized gains/(losses) related to investments are principally reported in investment loss on the consolidated statements of operations.

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

The following table summarizes quantitative information about the significant unobservable inputs used in the fair value measurement of the Company's Level III financial instruments as of June 30, 2025:

Valuation

Weighted

Technique

Unobservable Input

Range

Average (1)

Assets

Tax-exempt municipal securities

Discounted cash flow

Expected recovery rate (% of par) (3)

0 - 25%

13.4%

Derivative contracts

Discounted cash flow

Premium over the MMD curve in basis points ("bps") (3)

0 - 63 bps

15.4 bps

Investments at fair value (2)

Market approach

Revenue multiple (3)

1 - 10 times

6.5 times

EBITDA multiple (3)

11 - 16 times

13.4 times

Equity value multiple from independent financing (3)

0.5 - 1 times

0.8 times

Discounted cash flow

Discount rate (4)

15 - 25%

20.4%

Liabilities

Derivative contracts

Discounted cash flow

Premium over the MMD curve in bps (4)

0.3 - 52 bps

13.1 bps

(1)Unobservable inputs were weighted by the relative fair value of the financial instruments.

(2)As of June 30, 2025, the Company had $185.2 million of Level III investments at fair value, of which $75.5 million was valued based on a recent round of independent financing.

(3)There is uncertainty in the determination of fair value. Significant increase/(decrease) in the unobservable input in isolation would have resulted in a significantly higher/(lower) fair value measurement.

(4)There is uncertainty in the determination of fair value. Significant increase/(decrease) in the unobservable input in isolation would have resulted in a significantly lower/(higher) fair value measurement.

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 7 | FINANCIAL INSTRUMENTS AND OTHER INVENTORY POSITIONS


	June 30,		December 31,
(Amounts in thousands)	2025		2024
Financial instruments and other inventory positions owned
Corporate securities:
Convertible securities	$	138,738	$	136,176
Equity securities	6,320		2
Fixed income securities	3,419		1,583
Municipal securities:
Taxable securities	11,328		21,171
Tax-exempt securities	121,027		126,945
Short-term securities	56,480		1,075
Asset-backed securities	50,082		50,188
U.S. government agency securities	87,390		78,256
U.S. government securities	5,816		4,633
Derivative contracts	7,979		5,699
Total financial instruments and other inventory positions owned	$	488,579	$	425,728

Financial instruments and other inventory positions sold, but not yet purchased
Corporate securities:
Equity securities	$	19,801	$	19,740
Fixed income securities	5,982		614


U.S. government securities	37,496		54,249
Derivative contracts	450		2,379
Total financial instruments and other inventory positions sold, but not yet purchased	$	63,729	$	76,982

At June 30, 2025 and December 31, 2024, financial instruments and other inventory positions owned in the amount of $61.7 million and $74.6 million, respectively, had been pledged as collateral for short-term financing arrangements.

Financial instruments and other inventory positions sold, but not yet purchased represent obligations of the Company to deliver the specified security at the contracted price, thereby creating a liability to purchase the security in the market at prevailing prices. The Company is obligated to acquire the securities sold short at prevailing market prices, which may exceed the amount reflected on the consolidated statements of financial condition. The Company economically hedges changes in the market value of its financial instruments and other inventory positions owned using inventory positions sold, but not yet purchased, interest rate derivatives, U.S. treasury bond futures and options, and equity option contracts.

Derivative Contract Financial Instruments

Customer Matched-Book Derivatives

The Company enters into interest rate derivative contracts in a principal capacity as a dealer to satisfy the financial needs of its customers. The Company simultaneously enters into an interest rate derivative contract with a third party for the same notional amount to hedge the interest rate and credit risk of the initial client interest rate derivative contract. In certain instances, the Company has only hedged interest rate risk with a third party, and retains uncollateralized credit risk as described below. These instruments use rates based upon the Secured Overnight Financing Rate ("SOFR") index, the MMD index or the Securities Industry and Financial Markets Association ("SIFMA") index.

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

Trading Securities Derivatives

The Company enters into interest rate derivative contracts and uses U.S. treasury bond futures and options to hedge interest rate and market value risks primarily associated with its fixed income securities. These instruments use rates based upon the MMD index. The Company also enters into equity option contracts to hedge market value risk associated with its convertible securities. The Company may enter into credit default swap contracts to hedge credit spread risk associated with the debt instruments held in our trading inventory. These instruments use rates based upon the Credit Default Swap Index ("CDX").

Derivatives are reported on a net basis by counterparty (i.e., the net payable or receivable for derivative assets and liabilities for a given counterparty) when a legal right of offset exists and on a net basis by cross product when applicable provisions are stated in master netting agreements. Cash collateral received or paid is netted on a counterparty basis, provided a legal right of offset exists. The total absolute notional contract amount, representing the absolute value of the sum of gross long and short derivative contracts, provides an indication of the volume of the Company's derivative activity and does not represent gains and losses. The following table presents the gross fair market value and the total absolute notional contract amount of the Company's outstanding derivative instruments, prior to counterparty netting, by asset or liability position:


	June 30, 2025						December 31, 2024
(Amounts in thousands)	Derivative		Derivative		Notional		Derivative		Derivative		Notional
Derivative Category	Assets (1)		Liabilities (2)		Amount		Assets (1)		Liabilities (2)		Amount
Interest rate:
Customer matched-book	$	8,893	$	6,666	$	341,606	$	10,906	$	8,629	$	393,860
Trading securities	3,900		3,155		274,726		1,098		442		171,333






	$	12,793	$	9,821	$	616,332	$	12,004	$	9,071	$	565,193

(1)Derivative assets are included within financial instruments and other inventory positions owned on the consolidated statements of financial condition.

(2)Derivative liabilities are included within financial instruments and other inventory positions sold, but not yet purchased on the consolidated statements of financial condition.

The Company's derivative contracts do not qualify for hedge accounting; therefore, unrealized gains and losses are recorded on the consolidated statements of operations. The gains and losses on the related economically hedged inventory positions are not disclosed below as they are not in qualifying hedging relationships. The following table presents the Company's unrealized gains/(losses) on derivative instruments:


		Three Months Ended				Six Months Ended
(Amounts in thousands)		June 30,				June 30,
Derivative Category	Operations Category	2025		2024		2025		2024
Interest rate derivative contract	Investment banking	$	(25)	$	(210)	$	(25)	$	(294)
Interest rate derivative contract	Institutional brokerage	(995)		1,499		249		1,810



		$	(1,020)	$	1,289	$	224	$	1,516

Credit risk associated with the Company's derivatives is the risk that a derivative counterparty will not perform in accordance with the terms of the applicable derivative contract. Credit exposure associated with the Company's derivatives is driven by uncollateralized market movements in the fair value of the contracts with counterparties and is monitored regularly by the Company's financial risk committee. The Company considers counterparty credit risk in determining derivative contract fair value. The Company's derivative contracts are generally collateralized by its counterparties, who are major financial institutions. As of June 30, 2025, the Company had $5.3 million of uncollateralized credit exposure with three counterparties (notional contract amount of $74.6 million), including $4.6 million of uncollateralized credit exposure with one counterparty.

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 8 | INVESTMENTS


	June 30,		December 31,
(Amounts in thousands)	2025		2024
Investments at fair value	$	249,499	$	267,318
Investments at cost	281		281
Investments accounted for under the equity method	15,414		14,363
Total investments	265,194		281,962

Less: Investments attributable to noncontrolling interests (1)	(169,220)		(187,624)
Total investments attributable to Piper Sandler Companies	$	95,974	$	94,338

(1)Noncontrolling interests are attributable to unrelated third-party ownership in consolidated alternative asset management funds.

At June 30, 2025, investments carried on a cost basis had an estimated fair market value of $0.3 million. Because valuation estimates were based upon management's judgment, investments carried at cost would be categorized as Level III assets in the fair value hierarchy, if they were carried at fair value.

Investments accounted for under the equity method include general and limited partnership interests. The carrying value of these investments is based on the investment vehicle's net asset value. The net assets of investment partnerships consist of investments in both marketable and non-marketable securities. The underlying investments held by such partnerships are valued based on the estimated fair value determined by management in the Company's capacity as general partner or investor and, in the case of investments in unaffiliated investment partnerships, are based on financial statements prepared by the unaffiliated general partners.

NOTE 9 | VARIABLE INTEREST ENTITIES ("VIEs")

The Company has investments in and/or acts as the managing partner of various partnerships and limited liability companies. These entities were established for the purpose of investing in securities of public or private companies, and were initially financed through the capital commitments or seed investments of the members.

VIEs are entities in which equity investors lack the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities. The determination as to whether an entity is a VIE is based on the structure and nature of each entity. The Company also considers other characteristics such as the power through voting rights or similar rights to direct the activities of an entity that most significantly impact the entity's economic performance and how the entity is financed.

The Company is required to consolidate all VIEs for which it is considered to be the primary beneficiary. The determination as to whether the Company is considered to be the primary beneficiary is based on whether the Company has both the power to direct the activities of the VIE that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.

Consolidated VIEs

The Company's consolidated VIEs include certain alternative asset management funds in which the Company has an investment and, as the managing partner, is deemed to have both the power to direct the most significant activities of the funds and the right to receive benefits (or the obligation to absorb losses) that could potentially be significant to these funds. The following table presents information about the carrying value of the assets and liabilities of the alternative asset management funds that are consolidated by the Company and included on the consolidated statements of financial condition. The assets can only be used to settle the liabilities of the respective fund, and the creditors of the funds do not have recourse to the general credit of the Company. The alternative asset management funds have a combined $56.0 million of bank line financing available with interest rates based on SOFR plus an applicable margin. The assets and liabilities are presented prior to consolidation, and thus a portion of these assets and liabilities is eliminated in consolidation.

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)


	June 30,		December 31,
(Amounts in thousands)	2025		2024
Assets
Cash and cash equivalents	$	238	$	10,078


Investments	214,059		236,138
Other assets	1,274		1,099
Total assets	$	215,571	$	247,315

Liabilities



Other liabilities and accrued expenses	$	1,359	$	12,166
Total liabilities	$	1,359	$	12,166

The Company has investments in a grantor trust which was established as part of a nonqualified deferred compensation plan. The Company is the primary beneficiary of the grantor trust. Accordingly, the assets and liabilities of the grantor trust are consolidated by the Company on the consolidated statements of financial condition. See Note 16 for additional information on the Company's nonqualified deferred compensation plan.

Nonconsolidated VIEs

The Company determined it is not the primary beneficiary of certain VIEs and, accordingly, does not consolidate them. These VIEs had net assets approximating $1.03 billion and $1.09 billion at June 30, 2025 and December 31, 2024, respectively. The Company's exposure to loss from these VIEs is $15.4 million, which is the carrying value of its capital contributions recorded in investments on the consolidated statements of financial condition at June 30, 2025. The Company had no liabilities related to these VIEs at June 30, 2025 and December 31, 2024. Furthermore, the Company has not provided financial or other support to these VIEs that it was not previously contractually required to provide as of June 30, 2025.

NOTE 10 | OTHER ASSETS


	June 30,		December 31,
(Amounts in thousands)	2025		2024
Installment fee receivables	$	43,827	$	43,993
Fee receivables	49,181		53,189
Forgivable employee loans	56,534		45,526
Prepaid expenses	17,163		26,478
Income tax receivables	25,812		—
Other	20,242		14,606
Total other assets	$	212,759	$	183,792

The Company's installment fee receivables and forgivable employee loans are carried at amortized cost, which approximates fair value, and would be categorized as Level II assets in the fair value hierarchy if they were carried at fair value.

The Company estimates the allowance for credit losses using relevant available information from internal and external sources relating to historical credit loss experience, current economic conditions and reasonable and supportable forecasts that could potentially affect the collectibility of the reported amounts. The allowance for credit losses was immaterial at June 30, 2025 and December 31, 2024.

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 11 | SHORT-TERM FINANCING

Unsecured Revolving Credit Facility

The Company has an unsecured $120 million revolving credit facility with U.S. Bank N.A. The credit agreement will terminate on December 20, 2027, unless otherwise terminated. The interest rate is variable and based on either the federal funds rate or prime rate plus an applicable margin. This credit facility includes customary events of default and covenants that, among other things, require the Company's U.S. broker dealer subsidiary to maintain a minimum regulatory net capital of $120 million, limit the Company's leverage ratio, require maintenance of a minimum ratio of operating cash flow to fixed charges, and impose certain limitations on the Company's ability to make acquisitions and make payments on its capital stock. At June 30, 2025 and December 31, 2024, there were $10.0 million of advances against this credit facility, with a weighted average interest rate of 6.33 percent.

Secured Revolving Credit Facility

The Company has a $30 million revolving credit facility with Cadence Bank. Advances under this facility are secured by certain installment fee receivables. The credit agreement will terminate on August 23, 2027, unless otherwise terminated. The interest rate is variable and based on either the federal funds rate, prime rate, or SOFR plus an applicable margin. This credit facility includes customary events of default and covenants that, among other things, require the Company's U.S. broker dealer subsidiary to maintain a minimum regulatory net capital of $120 million, limit the Company's leverage ratio, require maintenance of a minimum fixed charge coverage ratio, and impose certain limitations on the Company's ability to make acquisitions and make payments on its capital stock. At June 30, 2025, there were $5.0 million of advances against this credit facility, with a weighted average interest rate of 6.28 percent. At December 31, 2024, the Company had no advances against this credit facility.

NOTE 12 | LEASES

The Company leases office space throughout the U.S. and in a limited number of foreign countries where its international operations reside. Aggregate minimum lease payments on an undiscounted basis for the Company's operating leases and a reconciliation to accrued lease liabilities included on the consolidated statements of financial condition as of June 30, 2025 were as follows:


(Amounts in thousands)
Remainder of 2025	$	13,790
2026	26,225
2027	24,291
2028	16,227
2029	14,590
Thereafter	67,125
Total operating lease payments	162,248
Less: Tenant improvement allowances	(9,673)
Less: Present value discount	(51,360)
Total accrued lease liabilities	$	101,215

The following table summarizes the Company's operating lease costs:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Amounts in millions)	2025		2024		2025		2024
Operating lease costs	$	6.0	$	5.5	$	12.5	$	11.1
Operating lease costs related to short-term leases	0.2		0.1		0.3		0.2

At June 30, 2025, the weighted average remaining lease term for operating leases was 7.4 years and the weighted average discount rate was 5.7 percent.

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

In July 2025, the Company entered into a lease agreement for its office space in New York, New York. As the Company anticipates taking possession of the space in 2026, no ROU lease asset or accrued lease liability is recorded in the consolidated statements of financial condition as of June 30, 2025. The Company's contractual rent commitment over the 15-year lease term is $163.4 million.

NOTE 13 | LEGAL CONTINGENCIES

The Company has been named as a defendant in various legal actions, including complaints and litigation and arbitration claims, arising from its business activities. Such actions include claims related to securities brokerage and investment banking activities, and certain class actions that primarily allege violations of securities laws and seek unspecified damages, which could be substantial. Also, the Company is involved from time to time in investigations and proceedings by governmental agencies and self-regulatory organizations ("SROs") which could result in adverse judgments, settlements, penalties, fines or other relief.

The Company accrues for potential losses resulting from pending and potential legal actions, investigations and regulatory proceedings when such losses are probable and reasonably estimable. In many cases, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount or range of any potential loss, particularly where proceedings may be in relatively early stages or where plaintiffs are seeking substantial or indeterminate damages. Matters frequently need to develop before a probability of loss can be determined or range of loss can reasonably be estimated. Given uncertainties regarding the timing, scope, volume and outcome of pending and potential legal actions, investigations and regulatory proceedings and other factors, the amounts of accruals and ranges of reasonably possible losses are difficult to determine and of necessity subject to future revision. Subject to the foregoing, management of the Company believes, based on currently available information, after consultation with outside legal counsel and taking into account any prior accruals, that pending legal actions, investigations and regulatory proceedings will be resolved with no material adverse effect on the financial condition, results of operations or cash flows of the Company.

If during any period a potential adverse contingency becomes probable or is resolved for an amount in excess of the established accrual, the results of operations and cash flows in that period and the financial condition as of the end of that period could be materially adversely affected. In addition, there can be no assurance that material losses will not be incurred from claims that have not yet been brought to the Company's attention or are not yet determined to be reasonably possible. Reasonably possible losses in excess of amounts accrued at June 30, 2025 are not material.

Litigation-related accrual activity included within other operating expenses was immaterial for the six months ended June 30, 2025 and included a $2.7 million reversal of other operating expenses for the six months ended June 30, 2024.

NOTE 14 | SHAREHOLDERS' EQUITY

Dividends

The Company's current dividend policy is intended to return a metric based on fiscal year net income to its shareholders. The Company's board of directors determines the declaration and payment of dividends and is free to change the Company's dividend policy at any time.

During the six months ended June 30, 2025, the Company declared and paid quarterly cash dividends on its common stock, aggregating $1.30 per share, and a special cash dividend on its common stock of $3.00 per share. The special cash dividend related to the Company's fiscal year 2024 results. Total dividends paid, including accrued forfeitable dividends paid on restricted stock vestings, were $87.3 million for the six months ended June 30, 2025.

On August 1, 2025, the board of directors declared a quarterly cash dividend on its common stock of $0.70 per share to be paid on September 12, 2025, to shareholders of record as of the close of business on August 29, 2025.

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

Share Repurchases

The Company purchases shares of common stock pursuant to share repurchase programs authorized by the Company's board of directors. The Company also purchases shares of common stock from restricted stock award recipients upon the award vesting as recipients sell shares to meet their employment tax obligations.

The following table summarizes the repurchase programs authorized by the Company's board of directors:

Effective Date

Authorized Amount

Expiration Date

Remaining Authorization at June 30, 2025

February 5, 2025

$150.0 million

December 31, 2026

$133.4 million

May 6, 2022

$150.0 million

December 31, 2024

$—

The following table summarizes the Company's share repurchase activity:


	Six Months Ended
	June 30,
	2025		2024
Shares repurchased pursuant to repurchase authorizations
Common shares repurchased	66,758		—
Aggregate purchase price (in millions)	$	16.6	$	—
Average price per share	$	248.25	$	—

Shares repurchased from employees related to employment tax obligations
Common shares repurchased	283,910		316,130
Aggregate purchase price (in millions)	$	84.9	$	57.6
Average price per share	$	299.20	$	182.16

Issuance of Shares

The Company issues common shares out of treasury stock as a result of employee restricted share vesting and exercise transactions as discussed in Note 16. During the six months ended June 30, 2025 and 2024, the Company issued 932,346 shares and 1,015,015 shares, respectively, related to these obligations.

Noncontrolling Interests

The consolidated financial statements include the accounts of Piper Sandler Companies, its wholly owned subsidiaries and other entities in which the Company has a controlling financial interest. Noncontrolling interests represent equity interests in consolidated entities that are not attributable, either directly or indirectly, to Piper Sandler Companies. Noncontrolling interests represent the minority equity holders' proportionate share of the equity in the Company's alternative asset management funds.

Ownership interests in entities held by parties other than the Company's common shareholders are presented as noncontrolling interests within shareholders' equity, separate from the Company's own equity. Revenues, expenses and net income or loss are reported on the consolidated statements of operations on a consolidated basis, which includes amounts attributable to both the Company's common shareholders and noncontrolling interests. Net income or loss is then allocated between the Company and noncontrolling interests based upon their relative ownership interests. Net loss attributable to noncontrolling interests is deducted from consolidated net income to determine net income attributable to the Company. The Company does not have other comprehensive income or loss attributable to noncontrolling interests.

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 15 | BUSINESS SEGMENT AND REVENUES INFORMATION

The Company's activities as an investment bank and institutional securities firm constitute a single business segment. Revenues for the Company are derived from investment banking services and institutional sales, trading and research services. The Company is organized as one reportable segment in order to maximize the value provided to clients by leveraging the diversified expertise and broad relationships of its experienced professionals across the Company. Substantially all of the Company's net revenues and long-lived assets are located in the U.S. The accounting policies for the reportable segment are the same as those described in Note 2.

The Company's chief operating decision maker ("CODM") is the chief executive officer. The CODM, who manages business activities on a consolidated basis, considers monthly plan-to-actual variances of net income attributable to Piper Sandler Companies in assessing performance, determining compensation and making decisions about the use of capital, including repurchases of common stock, dividend payments, and acquisitions.

The CODM evaluates the performance and allocates resources of the reportable segment based on net income attributable to Piper Sandler Companies as reported on the consolidated statements of operations. For the three months ended June 30, 2025 and 2024, net income attributable to Piper Sandler Companies was $42.2 million and $34.8 million, respectively. For the six months ended June 30, 2025 and 2024, net income attributable to Piper Sandler Companies was $107.1 million and $77.3 million, respectively. The significant expense categories of the reportable segment are consistent with the presentation of non-interest expenses on the consolidated statements of operations. The measure of reportable segment assets is reported on the consolidated statements of financial condition as total assets. At June 30, 2025 and December 31, 2024, total assets were $1.96 billion and $2.26 billion, respectively.

The components of net revenues are as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Amounts in thousands)	2025		2024		2025		2024
Revenues
Investment banking:
Advisory services	$	206,202	$	183,908	$	423,002	$	341,097
Corporate financing	34,976		50,641		70,705		103,222
Municipal financing	41,907		25,233		68,310		45,986
Total investment banking	283,085		259,782		562,017		490,305

Institutional brokerage:
Equity brokerage	58,083		52,075		112,337		101,563
Fixed income services	54,291		39,662		99,293		81,616
Total institutional brokerage	112,374		91,737		211,630		183,179

Interest income	7,947		6,676		17,910		14,982
Investment loss	(4,829)		(17,351)		(34,426)		(3,183)
Total revenues	398,577		340,844		757,131		685,283
Interest expense	1,799		1,665		3,081		3,048
Net revenues	$	396,778	$	339,179	$	754,050	$	682,235

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 16 | COMPENSATION PLANS

Stock-Based Compensation Plans

The Company has three outstanding stock-based compensation plans: the Amended and Restated 2003 Annual and Long-Term Incentive Plan (the "Incentive Plan"), the 2022 Employment Inducement Award Plan (the "2022 Inducement Plan") and the 2024 Employment Inducement Award Plan (the "2024 Inducement Plan"). The Company's equity awards are recognized on the consolidated statements of operations at grant date fair value over the service period of the award, less forfeitures.

The following table provides a summary of the Company's outstanding equity awards (in shares or units, as applicable) as of June 30, 2025:


Restricted stock
Restricted stock related to compensation plans:
Annual grants			403,316
Sign-on grants			119,740
Inducement grants			9,623
2022 Inducement Plan grants			94,957
2024 Inducement Plan grants			43,271
Total restricted stock related to compensation plans			670,907

Restricted stock related to acquisitions (1)			398,415
Total restricted stock			1,069,322

Restricted stock units			113,685

Stock options			133,667

(1)Includes restricted stock with service conditions issued in conjunction with certain acquisitions.

Incentive Plan

The Incentive Plan permits the grant of equity awards, including restricted stock, restricted stock units and non-qualified stock options, to the Company's employees and directors for up to 10.9 million shares of common stock (1.8 million shares remained available for future issuance under the Incentive Plan as of June 30, 2025). The Company believes that such awards help align the interests of employees and directors with those of shareholders and serve as an employee retention tool. The Incentive Plan provides for accelerated vesting of awards if there is a severance event, a change in control of the Company (as defined in the Incentive Plan), in the event of a participant's death, and at the discretion of the compensation committee of the Company's board of directors.

Restricted Stock Awards

Restricted stock grants are valued at the market price of the Company's common stock on the date of grant and are amortized over the requisite service period. The Company grants shares of restricted stock to employees as part of year-end compensation ("Annual Grants") and upon initial hiring or as a retention award ("Sign-on Grants" or "Inducement Grants").

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

The Company's Annual Grants are made each year in February. Annual Grants vest ratably over three or four years in equal installments. Substantially all Annual Grants provide for continued vesting after termination of employment, so long as the employee does not violate certain post-termination restrictions set forth in the award agreement or any agreements entered into upon termination. The Company determined the service inception date precedes the grant date for these Annual Grants, and that the post-termination restrictions do not meet the criteria for an in-substance service condition, as defined by FASB Accounting Standards Codification Topic 718, "Compensation — Stock Compensation." Accordingly, restricted stock granted as part of these Annual Grants is expensed in the one-year period in which those awards are deemed to be earned, which is generally the calendar year preceding the February grant date. For example, the Company recognized compensation expense during fiscal year 2024 for its February 2025 Annual Grant. If an equity award related to these Annual Grants is forfeited as a result of violating the post-termination restrictions, the lower of the fair value of the award at grant date or the fair value of the award at the date of forfeiture is recorded within the consolidated statements of operations as a reversal of compensation expense.

Sign-on Grants are used as a recruiting tool for new employees and are issued to current employees as a retention tool. These awards have both cliff and ratable vesting terms, and the employees must fulfill service requirements in exchange for rights to the awards. Compensation expense is amortized on a straight-line basis from the grant date over the requisite service period, generally three to five years. Employees forfeit unvested shares upon termination of employment and a reversal of compensation expense is recorded.

Inducement Grants are issued as a retention tool in conjunction with certain acquisitions. During 2022, the Company granted $9.3 million (65,125 shares) in restricted stock under the Incentive Plan in conjunction with its acquisitions of Cornerstone Macro Research LP, including its subsidiary, Cornerstone Macro LLC (collectively, "Cornerstone Macro") and Stamford Partners LLP. These restricted shares are subject to graded vesting, and employees must fulfill service requirements in exchange for the rights to the restricted shares. Compensation expense is amortized on a straight-line basis over the requisite service period, generally three to four years. Employees forfeit unvested shares upon termination of employment and a reversal of compensation expense is recorded.

Annually, the Company grants stock to its non-employee directors. The stock-based compensation paid to non-employee directors is fully expensed on the grant date and included within outside services expense on the consolidated statements of operations.

Restricted Stock Units

The Company grants restricted stock units to its leadership team ("Leadership Grants"). Restricted stock units will vest and convert to shares of common stock at the end of each 36-month performance period only if the Company satisfies predetermined performance and/or market conditions over the performance period. The performance condition requires the Company to achieve certain average adjusted return on equity targets, as defined in the terms of the award agreements. The market condition requires the Company to achieve a certain total shareholder return ("TSR") relative to members of a predetermined peer group. Under the terms of these awards, the number of units that will actually vest and convert to shares will be based on the extent to which the Company achieves the specified targets during each performance period. The maximum payout leverage by grant year is as follows:


	Maximum Payout Leverage
Grant Year	Performance Condition	Market Condition	Total
2025	75%	75%	150%
2024	75%	75%	150%
2023	100%	100%	200%
2022	75%	75%	150%
2021	75%	75%	150%

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

The fair value of the performance condition portion of the award was based on the closing price of the Company's common stock on the grant date. If the Company determines that it is probable that the performance condition will be achieved, compensation expense is amortized on a straight-line basis over the 36-month performance period. The Company reevaluates achievement of the performance condition by grant year each reporting period with changes in estimated outcomes accounted for using a cumulative effect adjustment to compensation expense. Compensation expense will be recognized only if the performance condition is met. Employees forfeit unvested restricted stock units upon termination of employment with a corresponding reversal of compensation expense. As of June 30, 2025, the expected payout leverage for the performance condition portion of the award by grant year is as follows:


						Expected Payout
Grant Year						Leverage
2025						75%
2024						73%
2023						57%

The market condition must be met for the market condition portion of the award to vest. Compensation expense will be recognized regardless if the market condition is satisfied, and is amortized on a straight-line basis over the 36-month requisite service period (or earlier if age and service conditions are met, as described below). Employees forfeit unvested restricted stock units upon termination of employment with a corresponding reversal of compensation expense. The fair value of the market condition portion of the award was determined on the grant date using a Monte Carlo simulation with the following assumptions:


		Risk-Free	Expected Stock
Grant Year	Vesting Year	Interest Rate	Price Volatility
2025	2028	4.32%	34.0%
2024	2027	4.38%	34.3%
2023	2026	4.35%	47.5%
2022	2025	1.80%	43.8%
2021	2024	0.23%	43.2%

Because the vesting of the market condition portion of the award depends on the Company's TSR relative to a peer group, the valuation modeled the performance of the peer group as well as the correlation between the Company and the peer group. The expected stock price volatility assumptions were determined using historical volatility, as correlation coefficients can only be developed through historical volatility. The risk-free interest rates were determined based on three-year U.S. Treasury bond yields.

The compensation committee of the Company's board of directors included defined retirement provisions in its Leadership Grants. Certain grantees meeting defined age and service requirements will be fully vested in the awards as long as performance and post-termination obligations are met throughout the performance period. These retirement-eligible grants are expensed in the period in which those awards are deemed to be earned, which is the calendar year preceding the February grant date.

Stock Options

On February 15, 2023 and February 15, 2018, the Company granted options to certain executive officers. These options are expensed on a straight-line basis over the required service period of five years, based on the estimated fair value of the award on the respective date of grant. The exercise price per share is equal to the closing price on the respective date of grant plus ten percent. These options are subject to graded vesting, beginning on the third anniversary of the respective grant date, so long as the employee remains continuously employed by the Company. The maximum term of these stock options is ten years.

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

The fair value of these stock option awards was estimated on the respective date of grant using the Black-Scholes option-pricing model with the following assumptions:


	February 2023			February 2018
	Grant			Grant
Risk-free interest rate	3.94		%	2.82		%
Dividend yield	3.21		%	3.22		%
Expected stock price volatility	38.50		%	37.20		%
Expected life of options (in years)	7.0			7.0
Fair value of options granted (per share)	$	46.71		$	24.49

The risk-free interest rate assumption was based on the U.S. Treasury bond yield with a maturity equal to the expected life of the options. The dividend yield assumption was based on the assumed dividend payout over the expected life of the options. The expected stock price volatility assumption was determined using historical volatility, as correlation coefficients can only be developed through historical volatility. The expected life of options assumption was determined using the simplified method due to the Company's limited exercise information. The simplified method calculates the expected term as the midpoint of the vesting term and the original contractual term of the options.

Inducement Plans

Inducement plan awards are amortized as compensation expense on a straight-line basis over the requisite service period. Employees forfeit unvested shares upon termination of employment and a reversal of compensation expense is recorded.

The Company established the 2020 Employment Inducement Award Plan (the "2020 Inducement Plan") in conjunction with its acquisition of SOP Holdings, LLC and its subsidiaries, including Sandler O'Neill & Partners, L.P. On January 3, 2020, the Company granted $96.9 million (1,217,423 shares) in restricted stock. These restricted shares had both cliff and graded vesting terms with vesting periods of 18 months, three years or five years (with a weighted average service period of 3.7 years). On April 3, 2020, the Company granted $5.5 million (114,000 shares) in restricted stock under the 2020 Inducement Plan in conjunction with its acquisition of The Valence Group. These restricted shares were subject to graded vesting through April 3, 2025. The Company terminated the 2020 Inducement Plan in April 2025.

The Company established the 2022 Inducement Plan in conjunction with its acquisition of DBO Partners Holding LLC, including its subsidiary, DBO Partners LLC. On October 7, 2022, the Company granted $17.4 million (161,030 shares) in restricted stock. These restricted shares are generally subject to ratable vesting over a five-year vesting period.

The Company established the 2024 Inducement Plan in conjunction with its acquisition of Aviditi Advisors. On August 23, 2024, the Company granted $11.8 million (42,980 shares) in restricted stock. These restricted shares have both ratable and graded vesting terms with vesting periods of three or five years.

Stock-Based Compensation Activity

The following table summarizes the Company's stock-based compensation activity:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Amounts in millions)	2025		2024		2025		2024
Stock-based compensation expense	$	19.7	$	22.9	$	50.5	$	49.6
Forfeitures	0.2		1.0		0.5		1.5
Tax benefit related to stock-based compensation expense	3.4		3.9		9.1		7.9

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

The following table summarizes the changes in the Company's unvested restricted stock:


	Unvested	Weighted Average
	Restricted Stock	Grant Date
	(in Shares)	Fair Value
December 31, 2024	1,740,128	$	128.01
Granted	176,712	307.88
Vested	(845,261)	105.48
Canceled	(2,257)	241.45
June 30, 2025	1,069,322	$	175.31

The following table summarizes the changes in the Company's unvested restricted stock units:


	Unvested	Weighted Average
	Restricted	Grant Date
	Stock Units	Fair Value
December 31, 2024	152,318	$	169.34
Granted	31,060	298.65
Vested	(69,693)	148.90
Canceled	—	—
June 30, 2025	113,685	$	217.19

As of June 30, 2025, there was $65.4 million of total unrecognized compensation cost related to restricted stock and restricted stock units expected to be recognized over a weighted average period of 3.0 years.

The following table summarizes the changes in the Company's outstanding stock options:


				Weighted Average
		Weighted		Remaining
	Options	Average		Contractual Term	Aggregate
	Outstanding	Exercise Price		(in Years)	Intrinsic Value
December 31, 2024	148,667	$	135.20	5.7	$	24,492,634
Granted	—	—
Exercised	(15,000)	99.00			3,000,762
Canceled	—	—
Expired	—	—
June 30, 2025	133,667	$	139.26	5.4	$	18,536,373

Options exercisable at June 30, 2025	58,667	$	99.00	2.6	$	10,497,873

As of June 30, 2025, there was $1.8 million of unrecognized compensation cost related to stock options expected to be recognized over a weighted average period of 2.6 years. There was no tax benefit recorded as a result of stock option exercises for the six months ended June 30, 2025.

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

Deferred Compensation Plans

The Company maintains various deferred compensation arrangements for employees as described below.

Mutual Fund Restricted Share Investment Plan

The Mutual Fund Restricted Share ("MFRS") Investment Plan is a fully funded deferred compensation plan which allows eligible employees to receive a portion of their incentive compensation or retention awards in restricted mutual fund shares of investment funds. Compensation expense for MFRS awards is recognized over the period in which the award is deemed to be earned, as discussed below. Forfeitures of MFRS awards are recorded as a reduction of compensation and benefits expense within the consolidated statements of operations.

The Company grants MFRS awards to qualifying employees in February of each year ("Annual MFRS Awards"). Annual MFRS Awards represent a portion of these employees' compensation for performance in the preceding year, similar to the Company's Annual Grants. Annual MFRS Awards vest ratably over three or four years in equal installments. Annual MFRS Awards provide for continued vesting after termination of employment so long as the employee does not violate certain post-termination restrictions set forth in the award agreement or any agreement entered into upon termination. Annual MFRS Awards are owned by employee recipients (subject to the aforementioned vesting restrictions) and as such are not included on the consolidated statements of financial condition.

The Company also grants MFRS awards for retention purposes ("Retention MFRS Awards"). As employees must fulfill service requirements in exchange for rights to these awards, compensation expense is amortized on a straight-line basis over the requisite service period. Retention MFRS Awards have both ratable and graded vesting terms with vesting periods of three to five years. The Company purchased selected mutual funds to economically hedge its obligation related to the Retention MFRS Awards. These amounts are included in investments on the consolidated statements of financial condition. The related compensation liability is included in accrued compensation on the consolidated statements of financial condition. Changes in the fair value of the investments made by the Company are reported in investment income/(loss) and changes in the corresponding compensation liability are reflected as compensation and benefits expense on the consolidated statements of operations.

Nonqualified Deferred Compensation Plan

The nonqualified deferred compensation plan is an unfunded plan which allows certain highly compensated employees, at their election, to defer a portion of their compensation. This plan was closed to future deferral elections by participants for performance periods beginning after December 31, 2017. The amounts deferred under this plan are held in a grantor trust. The Company invests, as a principal, in investments to economically hedge its obligation under the nonqualified deferred compensation plan. The investments in the grantor trust consist of mutual funds which are categorized as Level I in the fair value hierarchy. These investments totaled $17.9 million and $22.0 million as of June 30, 2025 and December 31, 2024, respectively, and are included in investments on the consolidated statements of financial condition. A corresponding deferred compensation liability is included in accrued compensation on the consolidated statements of financial condition. The compensation deferred by the employees was expensed in the period earned. Changes in the fair value of the investments made by the Company are reported in investment income/(loss) and changes in the corresponding deferred compensation liability are reflected as compensation and benefits expense on the consolidated statements of operations.

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

Acquisition-Related Compensation Arrangements

In conjunction with the 2024 acquisition of Aviditi Advisors, additional cash of up to $86.3 million may be earned if certain net revenue targets are achieved during the performance period from August 23, 2024 to December 31, 2028. Certain amounts may be earned by Aviditi Advisors' non-employee equity owners with no service requirements. The Company recorded a liability as of the acquisition date for the fair value of this contingent consideration, which was included in the purchase price. Adjustments to this liability after the acquisition date, if any, will be recorded as non-compensation expense on the consolidated statements of operations. The remaining amounts may be earned by employee owners in exchange for service requirements. Amounts estimated to be payable, if any, will be recorded as compensation expense on the consolidated statements of operations over the respective requisite service period. If earned, amounts will be paid on various dates through the second quarter of 2029.

In conjunction with the 2022 acquisition of Cornerstone Macro, additional cash of up to $27.8 million was available to be earned based on achieving a net revenue target during the performance period from July 1, 2022 to December 31, 2023. Of the total amount, up to $6.0 million was available to be earned by Cornerstone Macro's equity owners with no service requirements. The Company paid the maximum amount of $6.0 million related to this additional cash payment in the second quarter of 2024. The remaining amount may be earned by the equity owners, whom are now employees of the Company, and certain employees in exchange for service requirements. The Company expects $5.2 million will be earned related to these additional cash payments, of which $2.6 million was paid in the second quarter of 2025. The Company expects the remaining $2.6 million will be paid by June 30, 2026 and has accrued $1.5 million related to this additional cash payment. Amounts estimated to be payable will be recorded as compensation expense on the consolidated statements of operations over the requisite service period. The Company recorded $0.6 million and $1.2 million in compensation expense related to these additional cash payments for the six months ended June 30, 2025 and 2024, respectively.

In conjunction with the 2020 acquisition of TRS Advisors LLC, additional cash was available to be earned by certain employees if a revenue threshold was exceeded during the three-year post-acquisition period (the "TRS Earnout"). The Company paid the maximum amount of $7.0 million related to the TRS Earnout in the first quarter of 2024. Amounts payable were recorded as compensation expense on the consolidated statements of operations over the requisite service period. The Company recorded $0.5 million in compensation expense related to the TRS Earnout for the six months ended June 30, 2024.

NOTE 17 | RESTRUCTURING AND INTEGRATION COSTS


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Amounts in thousands)	2025		2024		2025		2024
Restructuring and integration costs
Restructuring costs:
Severance, benefits and outplacement	$	2,858	$	(297)	$	2,858	$	(297)
Vacated leased office space	1,802		—		1,802		—
Contract termination	79		—		79		—
Total restructuring costs	4,739		(297)		4,739		(297)

Integration costs	259		1,274		259		1,274
Total restructuring and integration costs	$	4,998	$	977	$	4,998	$	977

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 18 | EARNINGS PER SHARE ("EPS")

Basic earnings per common share is computed by dividing net income attributable to Piper Sandler Companies by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is calculated by adjusting the weighted average outstanding shares to assume conversion of all potentially dilutive stock options, restricted stock units and restricted shares. The Company uses the treasury stock method to calculate diluted earnings per common share.

The computation of EPS is as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Amounts in thousands, except per share data)	2025		2024		2025		2024
Net income attributable to Piper Sandler Companies	$	42,182	$	34,773	$	107,097	$	77,266

Shares for basic and diluted calculations
Average shares used in basic computation	16,703		15,879		16,542		15,689
Stock options	51		42		59		40
Restricted stock units	145		195		142		176
Restricted shares	826		1,517		1,016		1,664
Average shares used in diluted computation	17,726		17,633		17,758		17,569

Earnings per common share
Basic	$	2.53	$	2.19	$	6.47	$	4.92
Diluted	$	2.38	$	1.97	$	6.03	$	4.40

The anti-dilutive effects from stock options and restricted shares were immaterial for the three and six months ended June 30, 2025 and 2024.

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

NOTE 19 | NET CAPITAL REQUIREMENTS AND OTHER REGULATORY MATTERS

Piper Sandler is registered as a securities broker dealer with the SEC and is a member of various SROs and securities exchanges. The Financial Industry Regulatory Authority, Inc. ("FINRA") serves as Piper Sandler's primary SRO. Piper Sandler is subject to the uniform net capital rule of the SEC and the net capital rule of FINRA. Piper Sandler has elected to use the alternative method permitted by the SEC rule which requires that it maintain minimum net capital of $1.0 million. Advances to affiliates, repayment of subordinated debt, dividend payments and other equity withdrawals by Piper Sandler are subject to certain approvals, notifications and other provisions of SEC and FINRA rules.

At June 30, 2025, net capital calculated under the SEC rule was $222.7 million, and exceeded the minimum net capital required under the SEC rule by $221.7 million.

The Company's unsecured revolving credit facility and secured revolving credit facility include covenants requiring Piper Sandler to maintain a minimum regulatory net capital of $120 million. The Company's fully disclosed clearing agreement with Pershing includes a covenant requiring Piper Sandler to maintain excess net capital of $120 million.

Piper Sandler Ltd., a broker dealer subsidiary registered in the U.K., is subject to the capital requirements of the Prudential Regulation Authority and the Financial Conduct Authority. As of June 30, 2025, Piper Sandler Ltd. was in compliance with the capital requirements of the Prudential Regulation Authority and the Financial Conduct Authority.

Piper Sandler Hong Kong Limited is licensed by the Hong Kong Securities and Futures Commission, which is subject to the liquid capital requirements of the Securities and Futures (Financial Resources) Rule promulgated under the Securities and Futures Ordinance. At June 30, 2025, Piper Sandler Hong Kong Limited was in compliance with the liquid capital requirements of the Hong Kong Securities and Futures Commission.

Aviditi Capital Advisors Europe GmbH, a European subsidiary, is authorized and regulated by the Federal Financial Supervisory Authority ("BaFin") as a tied agent of AHP Capital Management GmbH, a third-party financial institution.

NOTE 20 | SUBSEQUENT EVENT

On August 1, 2025, the Company announced a definitive agreement to acquire G Squared Capital Partners LLC, a boutique investment bank specializing in government services and defense technology. The purchase price consists of cash consideration, and restricted stock will be granted for retention purposes. Additional cash consideration may be earned if certain revenue targets are achieved. The transaction is expected to close in the third quarter of 2025, subject to customary closing conditions.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Index


Executive Overview			38
Results of Operations for the Three Months Ended June 30, 2025 and June 30, 2024			41
Net Revenues			42
Non-Interest Expenses			44
Pre-Tax Margin			46
Income Taxes			46
Results of Operations for the Six Months Ended June 30, 2025 and June 30, 2024			47
Net Revenues			48
Non-Interest Expenses			49
Pre-Tax Margin			50
Income Taxes			50
Explanation and Reconciliation of Non-GAAP Financial Measures			50
Recent Accounting Pronouncements			53
Critical Accounting Policies and Estimates			53
Liquidity, Funding and Capital Resources			54
Leverage			55
Funding and Capital Resources			56
Contractual Obligations			57
Capital Requirements			58
Off-Balance Sheet Arrangements			59
Risk Management			60
Effects of Inflation			64

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The following information should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes and exhibits included elsewhere in this Quarterly Report on Form 10-Q.

Certain statements in this Quarterly Report on Form 10-Q may be considered forward-looking. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. These forward-looking statements include, among other things, statements other than historical information or statements of current conditions and may relate to our future plans and objectives and results, and also may include our belief regarding the effect of various legal proceedings, as set forth under "Legal Proceedings" in Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2024, as updated in our subsequent reports filed with the Securities and Exchange Commission ("SEC"), and under "Legal Proceedings" in Part II, Item 1 of this Quarterly Report on Form 10-Q. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including those factors discussed below under "External Factors Impacting Our Business" as well as the factors identified under "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, as updated in our subsequent reports filed with the SEC, and under "Risk Factors" in Part II, Item 1A of this Quarterly Report on Form 10-Q. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events.

Part I, Item 2 of this Quarterly Report on Form 10-Q includes financial measures that are not prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP"). Management believes that presenting these results and measures on an adjusted basis in conjunction with the corresponding U.S. GAAP measures provides the most meaningful basis for comparison of our operating results across periods and enhances the overall understanding of our current financial performance by excluding certain items that may not be indicative of our core operating results. The non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP. See "Explanation and Reconciliation of Non-GAAP Financial Measures" for a detailed explanation of the adjustments made to the corresponding U.S. GAAP measures and a reconciliation of U.S. GAAP to adjusted, non-GAAP financial information.

EXECUTIVE OVERVIEW

Our business principally consists of providing investment banking and institutional brokerage services to corporations, private equity groups, public entities, non-profit entities and institutional investors in the U.S. and Europe. We operate through one reportable business segment in order to maximize the value we provide to clients by leveraging our diversified expertise and broad relationships of the experienced professionals across our company. Refer to our Annual Report on Form 10-K for the year ended December 31, 2024 for a full description of our business, including our business strategy.

We have taken the following important steps in the execution of our growth strategy:

•On August 1, 2025, we announced a definitive agreement to acquire G Squared Capital Partners LLC, a boutique investment bank specializing in government services and defense technology. The transaction is expected to close in the third quarter of 2025, subject to customary closing conditions.

•On August 23, 2024, we completed the acquisition of Aviditi Capital Advisors, LLC ("Aviditi Advisors"), an alternative investment bank providing full lifecycle services to financial sponsors, global alternative investment managers and limited partner investors. The transaction added private capital advisory capabilities to our platform.

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Financial Highlights


	Three Months Ended						Six Months Ended
(Amounts in thousands, except per share data)	June 30,		June 30,		2025		June 30,		June 30,		2025
	2025		2024		v2024		2025		2024		v2024
U.S. GAAP
Net revenues	$	396,778	$	339,179	17.0	%	$	754,050	$	682,235	10.5	%
Compensation and benefits	258,216		234,709		10.0		506,673		457,155		10.8
Non-compensation expenses	89,638		76,224		17.6		169,020		144,412		17.0
Income before income tax expense	48,924		28,246		73.2		78,357		80,668		(2.9)
Income tax expense	17,169		13,276		29.3		9,834		16,120		(39.0)
Net income attributable to Piper Sandler Companies	42,182		34,773		21.3		107,097		77,266		38.6
Earnings per diluted common share	$	2.38	$	1.97	20.8		$	6.03	$	4.40	37.0

Ratios and margin
Compensation ratio	65.1%		69.2%				67.2%		67.0%
Non-compensation ratio	22.6%		22.5%				22.4%		21.2%
Pre-tax margin	12.3%		8.3%				10.4%		11.8%
Effective tax rate	35.1%		47.0%				12.6%		20.0%

Non-GAAP(1)
Adjusted net revenues	$	405,388	$	356,710	13.6	%	$	788,698	$	690,615	14.2	%
Adjusted compensation and benefits	251,340		224,370		12.0		490,909		435,068		12.8
Adjusted non-compensation expenses	80,676		70,746		14.0		155,873		138,007		12.9
Adjusted operating income	73,372		61,594		19.1		141,916		117,540		20.7
Adjusted income tax expense	20,631		16,373		26.0		15,680		22,335		(29.8)
Adjusted net income attributable to Piper Sandler Companies	52,741		45,221		16.6		126,236		95,205		32.6
Adjusted earnings per diluted common share	$	2.95	$	2.52	17.1		$	7.04	$	5.31	32.6

Adjusted ratios and margin
Adjusted compensation ratio	62.0%		62.9%				62.2%		63.0%
Adjusted non-compensation ratio	19.9%		19.8%				19.8%		20.0%
Adjusted operating margin	18.1%		17.3%				18.0%		17.0%
Adjusted effective tax rate	28.1%		26.6%				11.0%		19.0%

(1)See "Explanation and Reconciliation of Non-GAAP Financial Measures" for a detailed explanation of the adjustments made to the corresponding U.S. GAAP measures and a reconciliation of U.S. GAAP to adjusted, non-GAAP financial information.

External Factors Impacting Our Business

Performance in the financial services industry in which we operate is highly correlated to the overall strength of macroeconomic conditions, financial market activity and the effect of geopolitical events. Overall market conditions are a product of many factors, which are beyond our control, often unpredictable and at times inherently volatile. These factors may affect the financial decisions made by investors, including their level of participation in the financial markets. In turn, these decisions may affect our business results. With respect to financial market activity, our profitability is sensitive to a variety of factors, including the demand for investment banking services as reflected by the number and size of advisory transactions, equity and debt corporate financings, and municipal financings; the relative level of volatility of the equity and fixed income markets; changes in interest rates and credit spreads (especially rapid and extreme changes); overall market liquidity; the level and shape of various yield curves; the volume and value of trading in securities; and overall equity valuations.

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Factors that differentiate our business within the financial services industry also may affect our financial results. For example, our capital markets business focuses on specific industry sectors while serving principally a middle-market clientele. If the business environment for our focus sectors is impacted adversely, our business and results of operations could reflect these impacts. In addition, our business, with its specific areas of focus and investment, may not track overall market trends. Given the variability of the capital markets and securities businesses, our earnings may fluctuate significantly from period to period, and results for any individual period should not be considered indicative of future results.

Outlook for the Remainder of 2025

During the second quarter of 2025, financial market volatility moderated and equity markets recovered after a sharp sell-off in April with major indices reaching all-time highs, which has led to a more constructive outlook and an increase in our client and business activity. Monetary policy in the U.S. remains a prevalent factor impacting the economy and financial markets. The U.S. Federal Reserve held its short-term benchmark interest rate steady in the second quarter of 2025, indicating that it will monitor the inflationary impacts of U.S. trade policy as it balances its goals of maximum employment and stable prices. The effects of changes to U.S. trade policy, and any retaliatory actions (i.e., "trade wars") by global trading partners, including China, and their potential impact on inflation, supply chains, and global trade remains difficult to predict and has led to periods of heightened volatility in financial markets. In addition, geopolitical concerns, including the conflicts in the Middle East and Eastern Europe and increased tensions with China as a result of the current trade war, could negatively impact financial market activity. A significant decrease in uncertainty, or resolutions to trade disputes and geopolitical concerns, would likely be constructive for global and U.S. economic conditions, and consequently, our client and business activity.

Our advisory services results continued to benefit from our sector and product diversification during the first half of 2025 even as the number of completed middle-market mergers and acquisitions ("M&A") transactions declined year-over-year. Although volatility early in the second quarter of 2025 impacted some deal processes, the outlook for advisory services improved in the current quarter. We have a robust pipeline of announced and in-process M&A transactions and we expect our advisory services revenues in the third quarter of 2025 to be largely consistent with the second quarter.

While certain areas of corporate financing activity are improving, other areas continued to be impacted by sector-specific factors. The economic fee pool for companies with sub-$5 billion of market cap in the first half of 2025 decreased 19 percent year-over-year, with some of our core sectors down more meaningfully. Our pipeline remains strong and diverse and our corporate financing activity for the third quarter of 2025 is off to a good start.

The equity markets experienced increased volatility and higher volumes during the second quarter of 2025. Our equity brokerage business continues to benefit from the quality of our trade execution and research product as we assist clients in navigating the heightened volatility and rapidly changing landscape. We expect our equity brokerage revenues to moderate from second quarter levels as volatility has normalized.

Our fixed income services business experienced robust activity among our depository clients during the second quarter of 2025 due to more accommodative markets. In addition, the acceleration of bank M&A activity has resulted in increased opportunities for balance sheet restructuring trades. Our non-depository client activity has been subdued as a result of spread tightening and relative value concerns. The combination of potential short-term benchmark interest rate cuts by the U.S. Federal Reserve and a steepening yield curve should continue to enhance client engagement and activity; however, given our strong second quarter results, we anticipate fixed income services revenues to soften in the third quarter of 2025.

Our municipal financing activity was robust across both our governmental and specialty sector businesses in the second quarter of 2025. Market conditions remained favorable during the quarter driven by growing infrastructure needs, relatively stable borrowing conditions and strong investor demand due to higher yields. These dynamics led issuers to more actively access the market. We have a robust pipeline yet we expect municipal financing revenues for the third quarter of 2025 to moderate from the very strong second quarter.

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RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND JUNE 30, 2024

The following table provides a summary of the results of our operations on a U.S. GAAP basis and the results of our operations as a percentage of net revenues for the periods indicated:


							As a Percentage of
							Net Revenues for the
	Three Months Ended						Three Months Ended
	June 30,						June 30,
					2025
(Amounts in thousands)	2025		2024		v2024		2025		2024
Revenues
Investment banking:
Advisory services	$	206,202	$	183,908	12.1	%	52.0	%	54.2	%
Corporate financing	34,976		50,641		(30.9)		8.8		14.9
Municipal financing	41,907		25,233		66.1		10.6		7.4
Total investment banking	283,085		259,782		9.0		71.3		76.6

Institutional brokerage:
Equity brokerage	58,083		52,075		11.5		14.6		15.4
Fixed income services	54,291		39,662		36.9		13.7		11.7
Total institutional brokerage	112,374		91,737		22.5		28.3		27.0

Interest income	7,947		6,676		19.0		2.0		2.0
Investment loss	(4,829)		(17,351)		(72.2)		(1.2)		(5.1)
Total revenues	398,577		340,844		16.9		100.5		100.5
Interest expense	1,799		1,665		8.0		0.5		0.5
Net revenues	396,778		339,179		17.0		100.0		100.0

Non-interest expenses
Compensation and benefits	258,216		234,709		10.0		65.1		69.2
Outside services	16,789		13,974		20.1		4.2		4.1
Occupancy and equipment	17,442		16,757		4.1		4.4		4.9
Communications	14,255		14,568		(2.1)		3.6		4.3
Marketing and business development	11,813		11,372		3.9		3.0		3.4
Deal-related expenses	11,746		5,943		97.6		3.0		1.8
Trade execution and clearance	4,701		4,515		4.1		1.2		1.3
Restructuring and integration costs	4,998		977		411.6		1.3		0.3

Intangible asset amortization	2,147		2,361		(9.1)		0.5		0.7
Other operating expenses	5,747		5,757		(0.2)		1.4		1.7
Total non-interest expenses	347,854		310,933		11.9		87.7		91.7

Income before income tax expense	48,924		28,246		73.2		12.3		8.3
Income tax expense	17,169		13,276		29.3		4.3		3.9
Net income	31,755		14,970		112.1		8.0		4.4
Net loss attributable to noncontrolling interests	(10,427)		(19,803)		(47.3)		(2.6)		(5.8)
Net income attributable to Piper Sandler Companies	$	42,182	$	34,773	21.3		10.6		10.3

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Net Revenues

Net revenues on a U.S. GAAP basis were $396.8 million for the three months ended June 30, 2025, compared with $339.2 million in the prior-year period. For the three months ended June 30, 2025, adjusted net revenues were $405.4 million, compared with $356.7 million in the second quarter of 2024. The variance explanations for net revenues and adjusted net revenues are consistent on both a U.S. GAAP and non-GAAP basis unless stated otherwise. See "Explanation and Reconciliation of Non-GAAP Financial Measures" for a detailed explanation of the adjustments made to the corresponding U.S. GAAP measures and a reconciliation of U.S. GAAP to adjusted, non-GAAP financial information.

The following table provides supplemental business information:


			Three Months Ended

PIPER SANDLER COMPANIES 10-Q