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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 ________________________________
FORM 8-K
 _____________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 31, 2025
Date of report (Date of earliest event reported)
_______________________________ 
PIPER SANDLER COMPANIES
(Exact Name of Registrant as Specified in its Charter)
_________________________________ 
Delaware 001-31720   30-0168701
(State of Incorporation) (Commission File Number)   (IRS Employer Identification No.)
350 North 5th Street, Suite 1000  
Minneapolis, Minnesota 55401
(Address of Principal Executive Offices)   (Zip Code)
(612) 303-6000
(Registrant's Telephone Number, Including Area Code)
800 Nicollet Mall, Suite 900
Minneapolis, Minnesota 55402
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol Name of Each Exchange On Which Registered
Common Stock, par value $0.01 per share PIPR The New York Stock Exchange

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

Emerging growth company  ☐

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



Item 2.02. Results of Operations and Financial Condition.

On October 31, 2025, Piper Sandler Companies (the "Company") reported its financial results for its third fiscal quarter ended September 30, 2025. See the Company's press release dated October 31, 2025, which is furnished as Exhibit 99 hereto.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibit

99    Press Release dated October 31, 2025

104    Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
PIPER SANDLER COMPANIES
Date: October 31, 2025 By /s/ Katherine P. Clune
Name Katherine P. Clune
Its Chief Financial Officer



EX-99 2 q32025ex99earningspressrel.htm EARNINGS PRESS RELEASE Document
Exhibit 99
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Piper Sandler Companies Reports Third Quarter 2025 Results;
Declares Quarterly Dividend of $0.70 Per Share
MINNEAPOLIS—October 31, 2025—Piper Sandler Companies (NYSE: PIPR), a leading investment bank, today announced its results for the third quarter of 2025.
"We delivered record third quarter revenues powered by an increase in equity financings as well as strong activity across the rest of our businesses," said Chad Abraham, chairman and chief executive officer. "We are pleased with our momentum, client engagement remains high and we are well-positioned to finish the year strong."
Third Quarter 2025 Results
U.S. GAAP Adjusted (1)
(Dollars in millions, except per share data) Q3 vs. vs. Q3 vs. vs.
2025 Q2-25 Q3-24 2025 Q2-25 Q3-24
Net revenues $479 21  % 33  % $455 12  % 29  %
Pre-tax margin 22.4  % 10.1pp 6.9pp 21.2  % 3.1pp 2.8pp
Net income attributable to Piper Sandler Companies $60 43  % 73  % $69 30  % 48  %
Earnings per diluted common share
$3.38 42  % 72  % $3.82 29  % 49  %
(1)A non-U.S. GAAP ("non-GAAP") measure. Management believes that presenting results and measures on an adjusted basis alongside U.S. GAAP measures provides the most meaningful basis for comparison of its operating results across periods. 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. For a detailed explanation of the adjustments made to the corresponding U.S. GAAP measures, see "Reconciliation of U.S. GAAP to Selected Summary Financial Information."
Financial & Business Highlights
•Net revenues of $479 million for the third quarter of 2025 and adjusted net revenues of $455 million represent our strongest third quarter on record.
◦Advisory services revenues of $212 million grew 13% year-over-year led by our financial services industry group, which served as advisor on six of the ten largest U.S. bank M&A transactions that closed during the quarter.
◦Corporate financing activity was robust, generating revenues of $80 million, the best quarter since 2021.
◦Fixed income services delivered $56 million of revenues, up 15% over the third quarter of last year, as the breadth of our client base and product capabilities drove increased activity across the platform.
•For the first nine months of 2025, both net revenues and adjusted net revenues totaled $1.2 billion, up 18% and 19%, respectively, over the prior year period powered by strong execution across all of our businesses in more accommodative markets.
Strategic Updates
•On September 12, 2025, we completed the acquisition of G Squared Capital Partners, a boutique investment bank based in the Washington, D.C. area. The team of ten professionals, including three managing directors, joined our technology investment banking group and add coverage in government services and defense technology.
Capital
•Declared a quarterly cash dividend of $0.70 per share of common stock on October 31, 2025 to be paid on December 12, 2025 to shareholders of record as of November 25, 2025.
•Returned an aggregate of $204 million to shareholders during the first nine months of 2025 through share repurchases and dividends.


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U.S. GAAP Selected Financial Data
The following summarizes our results on a U.S. GAAP basis.
 Three Months Ended Nine Months Ended
(Dollars in thousands, except per share data) Sept. 30, June 30, Sept. 30, Change vs. Sept. 30, Sept. 30,
2025 2025 2024 Q2-25 Q3-24 2025 2024 Change
Revenues
Investment banking:
Advisory services $ 212,372  $ 206,202  $ 188,047  % 13  % $ 635,374  $ 529,144  20  %
Corporate financing 79,715  34,976  17,903  128  % 345  % 150,420  121,125  24  %
Municipal financing 38,501  41,907  35,520  -8  % % 106,811  81,506  31  %
Total investment banking 330,588  283,085  241,470  17  % 37  % 892,605  731,775  22  %
Institutional brokerage:
Equity brokerage 53,750  58,083  52,480  -7  % % 166,087  154,043  %
Fixed income services 55,740  54,291  48,454  % 15  % 155,033  130,070  19  %
Total institutional brokerage 109,490  112,374  100,934  -3  % % 321,120  284,113  13  %
Interest income 9,374  7,947  7,831  18  % 20  % 27,284  22,813  20  %
Investment income/(loss) 30,642  (4,829) 10,693  N/M 187  % (3,784) 7,510  N/M
Total revenues 480,094  398,577  360,928  20  % 33  % 1,237,225  1,046,211  18  %
Interest expense 818  1,799  1,356  -55  % -40  % 3,899  4,404  -11  %
Net revenues 479,276  396,778  359,572  21  % 33  % 1,233,326  1,041,807  18  %
Non-interest expenses
Compensation and benefits 288,901  258,216  231,014  12  % 25  % 795,574  688,169  16  %
Non-compensation expenses 82,948  89,638  72,943  -7  % 14  % 251,968  217,355  16  %
Total non-interest expenses 371,849  347,854  303,957  % 22  % 1,047,542  905,524  16  %
Income before income tax expense 107,427  48,924  55,615  120  % 93  % 185,784  136,283  36  %
Income tax expense 24,949  17,169  15,225  45  % 64  % 34,783  31,345  11  %
Net income $ 82,478  $ 31,755  $ 40,390  160  % 104  % $ 151,001  $ 104,938  44  %
Net income attributable to Piper Sandler Companies $ 60,266  $ 42,182  $ 34,789  43  % 73  % $ 167,363  $ 112,055  49  %
Earnings per diluted common share $ 3.38  $ 2.38  $ 1.96  42  % 72  % $ 9.42  $ 6.35  48  %
Ratios and margin
Compensation ratio 60.3% 65.1% 64.2% 64.5% 66.1%
Non-compensation ratio 17.3% 22.6% 20.3% 20.4% 20.9%
Pre-tax margin 22.4% 12.3% 15.5% 15.1% 13.1%
Effective tax rate 23.2% 35.1% 27.4% 18.7% 23.0%
N/M — Not meaningful

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The following table summarizes additional business metrics for the periods presented.
 Three Months Ended Nine Months Ended
Sept. 30, June 30, Sept. 30, Change vs. Sept. 30, Sept. 30,
2025 2025 2024 Q2-25 Q3-24 2025 2024 Change
Advisory services
Completed M&A and restructuring transactions 60 49 57 22  % % 151 157 -4  %
Completed capital advisory transactions 22 22 14 —  % 57  % 57 39 46  %
Total completed advisory transactions 82 71 71 15  % 15  % 208 196 %
Corporate financings
Total equity transactions priced 23 16 11 44  % 109  % 54 56 -4  %
Book run equity transactions priced 21 12 8 75  % 163  % 44 45 -2  %
Total debt and preferred transactions priced 15 10 6 50  % 150  % 37 27 37  %
Book run debt and preferred transactions priced 8 8 4 —  % 100  % 24 18 33  %
Municipal negotiated issues
Aggregate par value of issues priced (in billions) $ 5.8  $ 5.7  $ 5.5  % % $ 14.8  $ 12.7  17  %
Total issues priced 133 175 157 -24  % -15  % 402 353 14  %
Equity brokerage
Number of shares traded (in billions) 2.7 2.9 2.7 -7  % —  % 8.5 8.2 %
NET REVENUES
For the third quarter of 2025, net revenues of $479.3 million increased 21% compared to the second quarter of 2025 and 33% compared to the third quarter of 2024.
Investment banking revenues of $330.6 million for the third quarter of 2025 increased 17% compared to the second quarter of 2025 and 37% compared to the third quarter of 2024.
•Advisory services revenues of $212.4 million for the third quarter of 2025 increased 3% compared to the second quarter of 2025 and 13% compared to the third quarter of 2024 driven by more completed transactions. Revenues for the current quarter reflect strong results from M&A activity as well as our non-M&A advisory product teams. Our performance was led by the financial services group with solid contributions from our healthcare, consumer, and energy, power & infrastructure teams.
•Corporate financing revenues of $79.7 million for the third quarter of 2025 increased 128% compared to the second quarter of 2025 and 345% compared to the third quarter of 2024 driven by a higher average fee and more completed corporate financings. Consistent with the overall market, our equity financing activity increased during the quarter as the environment became more conducive resulting from reduced volatility and strong valuations. Our performance was led by our healthcare franchise, which served as book runner on all 13 equity financings that priced during the quarter, and included a strong contribution from our financial services group.
•Municipal financing revenues of $38.5 million for the third quarter of 2025 decreased 8% compared to the strong second quarter of 2025 which was consistent with the decline in overall municipal market issuance activity. Municipal financing revenues increased 8% compared to the third quarter of 2024 driven by increased issuance activity across our governmental business resulting from more accommodative market conditions.
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Institutional brokerage revenues of $109.5 million for the third quarter of 2025 decreased 3% compared to the second quarter of 2025 and increased 8% compared to the third quarter of 2024.
•Equity brokerage revenues of $53.8 million for the third quarter of 2025 decreased 7% compared to the second quarter of 2025 and were essentially flat compared to the third quarter of 2024 as client activity moderated during the quarter resulting from lower volatility.
•Fixed income services revenues of $55.7 million for the third quarter of 2025 increased 3% compared to the second quarter of 2025 and 15% compared to the third quarter of 2024 driven by increased client activity resulting from an improved interest rate outlook.
Investment income/(loss) for the third quarter of 2025 was income of $30.6 million compared to a loss of $4.8 million for the second quarter of 2025 and income of $10.7 million for the third quarter of 2024. For the current and prior periods, investment income/(loss) includes amounts attributable to noncontrolling interests primarily related to the alternative asset funds we manage.
NON-INTEREST EXPENSES
For the third quarter of 2025, non-interest expenses of $371.8 million increased 7% compared to the second quarter of 2025 and 22% compared to the third quarter of 2024.
•Compensation ratio of 60.3% for the third quarter of 2025 decreased compared to the second quarter of 2025 and the third quarter of 2024 driven by higher net revenues including higher investment income attributable to noncontrolling interests.
•Non-compensation expenses of $82.9 million for the third quarter of 2025 decreased 7% compared to the second quarter of 2025. Non-compensation expenses for the second quarter of 2025 included $5.0 million of restructuring and integration costs and elevated outside services expenses resulting from increased legal fees as well as higher professional fees related to technology consulting services. Non-compensation expenses for the current quarter increased 14% compared to the third quarter of 2024 due to higher reimbursed deal costs and incremental occupancy and equipment expenses in connection with our Minneapolis headquarters office move.
PRE-TAX INCOME
For the third quarter of 2025, we recorded pre-tax income of $107.4 million compared to $48.9 million for the second quarter of 2025 and $55.6 million for the third quarter of 2024.
•Pre-tax margin of 22.4% for the third quarter of 2025 increased compared to 12.3% for the second quarter of 2025 and 15.5% for the third quarter of 2024. Pre-tax margin was higher for the current quarter driven by increased net revenues and a lower compensation ratio.
EFFECTIVE TAX RATE
For the current and prior periods, the effective tax rate is impacted by the level of noncontrolling interests, the amount of non-deductible expenses, and the vesting of restricted stock awards. For the third quarter of 2025, the effective tax rate of 23.2% was impacted by the higher net income attributable to noncontrolling interests. The effective tax rate of 35.1% for the second quarter of 2025 was elevated due to the net loss attributable to noncontrolling interests. For the third quarter of 2024, the effective tax rate was 27.4%.
NET INCOME & EARNINGS PER SHARE
For the third quarter of 2025, we generated net income of $60.3 million, or $3.38 per diluted common share. Results for the current quarter increased compared to the second quarter of 2025 and the third quarter of 2024 due to increased net revenues, a higher pre-tax margin and a lower effective tax rate.
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Non-GAAP Selected Financial Data
The following summarizes our results on an adjusted, non-GAAP basis.
 Three Months Ended Nine Months Ended
(Dollars in thousands, except per share data) Sept. 30, June 30, Sept. 30, Change vs. Sept. 30, Sept. 30,
2025 2025 2024 Q2-25 Q3-24 2025 2024 Change
Adjusted revenues
Investment banking:
Advisory services $ 212,372  $ 206,202  $ 188,047  % 13  % $ 635,374  $ 529,144  20  %
Corporate financing 79,715  34,976  17,903  128  % 345  % 150,420  121,125  24  %
Municipal financing 38,501  41,907  35,520  -8  % % 106,811  81,506  31  %
Total investment banking 330,588  283,085  241,470  17  % 37  % 892,605  731,775  22  %
Institutional brokerage:
Equity brokerage 53,750  58,083  52,480  -7  % % 166,087  154,043  %
Fixed income services 55,740  54,291  48,454  % 15  % 155,033  130,070  19  %
Total institutional brokerage 109,490  112,374  100,934  -3  % % 321,120  284,113  13  %
Interest income 9,374  7,947  7,831  18  % 20  % 27,284  22,813  20  %
Investment income 6,680  3,781  2,965  77  % 125  % 6,902  8,162  -15  %
Adjusted total revenues 456,132  407,187  353,200  12  % 29  % 1,247,911  1,046,863  19  %
Interest expense 818  1,799  1,356  -55  % -40  % 3,899  4,404  -11  %
Adjusted net revenues 455,314  405,388  351,844  12  % 29  % 1,244,012  1,042,459  19  %
Adjusted operating expenses
Adjusted compensation and benefits 280,973  251,340  219,903  12  % 28  % 771,882  654,971  18  %
Adjusted non-compensation expenses 78,007  80,676  67,160  -3  % 16  % 233,880  205,167  14  %
Adjusted total operating expenses 358,980  332,016  287,063  % 25  % 1,005,762  860,138  17  %
Adjusted operating income 96,334  73,372  64,781  31  % 49  % 238,250  182,321  31  %
Adjusted income tax expense 27,777  20,631  18,519  35  % 50  % 43,457  40,854  %
Adjusted net income $ 68,557  $ 52,741  $ 46,262  30  % 48  % $ 194,793  $ 141,467  38  %
Adjusted earnings per diluted common share $ 3.82  $ 2.95  $ 2.57  29  % 49  % $ 10.86  $ 7.88  38  %
Adjusted ratios and margin
Adjusted compensation ratio 61.7% 62.0% 62.5% 62.0% 62.8%
Adjusted non-compensation ratio 17.1% 19.9% 19.1% 18.8% 19.7%
Adjusted operating margin 21.2% 18.1% 18.4% 19.2% 17.5%
Adjusted effective tax rate 28.8% 28.1% 28.6% 18.2% 22.4%
Throughout this press release, including the table above, we present financial measures that are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). Management believes that presenting results and measures on an adjusted basis alongside U.S. GAAP measures provides the most meaningful basis for comparison of its 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. For a detailed explanation of the adjustments made to the corresponding U.S. GAAP measures, see "Reconciliation of U.S. GAAP to Selected Summary Financial Information." See page 3 for a summary of additional business metrics.
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ADJUSTED NET REVENUES
For the third quarter of 2025, adjusted net revenues of $455.3 million increased 12% compared to the second quarter of 2025 and 29% compared to the third quarter of 2024 driven by growth in corporate financing revenues. In addition, adjusted net revenues increased compared to the year-ago quarter driven by higher advisory services revenues as well as strong results from our fixed income services business.
ADJUSTED OPERATING EXPENSES
For the third quarter of 2025, adjusted operating expenses of $359.0 million increased 8% compared to the second quarter of 2025 and 25% compared to the third quarter of 2024.
•Adjusted compensation ratio of 61.7% for the third quarter of 2025 decreased compared to 62.0% for the second quarter of 2025 and 62.5% for the third quarter of 2024 driven by higher adjusted net revenues.
•Adjusted non-compensation expenses of $78.0 million for the third quarter of 2025 decreased 3% compared to the second quarter of 2025 resulting primarily from lower outside services expenses. Non-compensation expenses for the second quarter of 2025 included elevated outside services expenses resulting from increased legal fees as well as higher professional fees related to technology consulting services. Adjusted non-compensation expenses for the current quarter increased 16% compared to the third quarter of 2024 resulting from higher reimbursed deal costs and incremental occupancy and equipment expenses in connection with our Minneapolis headquarters office move.
ADJUSTED OPERATING INCOME
For the third quarter of 2025, adjusted operating income of $96.3 million increased 31% compared to the second quarter of 2025 and 49% compared to the third quarter of 2024.
•Adjusted operating margin of 21.2% for the third quarter of 2025 increased compared to 18.1% for the second quarter of 2025 and 18.4% for the third quarter of 2024 driven by higher adjusted net revenues and a lower adjusted compensation ratio.
ADJUSTED EFFECTIVE TAX RATE
For the third quarter of 2025, our adjusted effective tax rate was 28.8%, compared to 28.1% for the second quarter of 2025 and 28.6% for the third quarter of 2024.
ADJUSTED NET INCOME & ADJUSTED EARNINGS PER SHARE
For the third quarter of 2025, we generated adjusted net income of $68.6 million, or $3.82 of adjusted earnings per diluted common share. Results for the current quarter increased compared to the second quarter of 2025 and the third quarter of 2024 due primarily to higher adjusted net revenues and adjusted operating margin.
Capital
DIVIDENDS
On October 31, 2025, our Board of Directors declared a quarterly cash dividend on the company's common stock of $0.70 per share. The dividend will be paid on December 12, 2025, to shareholders of record as of the close of business on November 25, 2025.
During the third quarter of 2025, we paid a quarterly cash dividend of $0.70 per share of common stock, for an aggregate of $11.9 million. For the first nine months of 2025, we returned an aggregate of $99.3 million, or $5.00 per share of common stock, to shareholders through quarterly cash dividends and a special cash dividend, which was paid in the first quarter of 2025.
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SHARE REPURCHASES
During the third quarter of 2025, we repurchased 11 thousand shares, or $3.7 million of the company's common stock, at an average price of $328.38 per share, from restricted stock award recipients selling shares upon the award vesting to meet their employment tax obligations.
For the first nine months of 2025, we repurchased 295 thousand shares of the company's common stock, at an average price of $300.30 per share, from restricted stock award recipients selling shares upon the award vesting to meet their employment tax obligations. We also repurchased 67 thousand shares of the company's common stock, at an average price of $248.25 per share, pursuant to our share repurchase authorization. The aggregate amount of 362 thousand shares, or $105.2 million of the company's common stock, was repurchased at an average price of $290.70 per share.
Additional Information
Sept. 30, June 30, Sept. 30,
2025 2025 2024
Human Capital
Full-time employees 1,836 1,845 1,813
Corporate investment banking managing directors 183 182 184
Shareholder Information (amounts in millions)
Common shareholders’ equity $ 1,282.8  $ 1,229.9  $ 1,167.3 
Shares outstanding:
Common shares outstanding 16.7 16.7 15.9
Restricted shares outstanding 1.1 1.1 1.9
Total shares outstanding 17.8 17.8 17.8
Management Conference Call
Chad Abraham, chairman and chief executive officer; Deb Schoneman, president; and Kate Clune, chief financial officer, will host a conference call to discuss the financial results on Friday, October 31, 2025, at 8 a.m. Eastern Time (7 a.m. Central Time). Participants can access the call by dialing 800 330-6710 (in the U.S.) or +1 312 471-1353 (outside the U.S.) and passcode number 1670379. Callers should dial in at least 15 minutes prior to the call time. The conference call will also be accessible as an audio webcast through the company's website at pipersandler.com/earnings. A replay of the conference call will be available beginning approximately three hours after the event through the same link.
About Piper Sandler
Piper Sandler Companies (NYSE: PIPR) is a leading investment bank driven to help clients Realize the Power of Partnership®. Securities brokerage and investment banking services are offered in the U.S. through Piper Sandler & Co., member SIPC and NYSE; in the U.K. through Piper Sandler Ltd., authorized and regulated by the U.K. Financial Conduct Authority; in the EU through Aviditi Capital Advisors Europe GmbH, authorized and regulated by BaFin as a tied agent of AHP Capital Management GmbH; and in Hong Kong through Piper Sandler Hong Kong Limited, authorized and regulated by the Securities and Futures Commission. Alternative asset management and fixed income advisory services are offered through separately registered advisory affiliates.
© 2025. Since 1895. Piper Sandler Companies. 350 North 5th Street, Suite 1000, Minneapolis, Minnesota 55401.
For more information, please contact Kate Clune, chief financial officer, at 212 466-7799 or investorrelations@psc.com.
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Cautionary Note Regarding Forward-Looking Statements
This press release and the conference call to discuss the contents of this press release contain forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements and are subject to significant risks and uncertainties that are difficult to predict. These forward-looking statements cover, among other things, statements made about the outlook for future periods, e.g., the fourth quarter of 2025 for corporate advisory (i.e., M&A), corporate financing, public finance, equity brokerage, and fixed income brokerage, current deal pipelines (or backlogs), growth plans for our businesses, including corporate investment banking and fixed income, the financial performance of recently completed transactions (i.e., our acquisition of G Squared Capital Partners), our recruiting pipeline, anticipated financial results for future periods (including expectations regarding revenue levels, non-compensation expenses, effective tax rate, compensation ratio, compensation and benefits expense, operating margins, and earnings per share), our strategic priorities, the payment of our quarterly and special cash dividends to our shareholders, our share repurchase program, economic, geopolitical, and market conditions generally, or other similar matters.
Forward-looking statements involve inherent risks and uncertainties, both known and unknown, and important factors could cause actual results to differ materially from those anticipated or discussed in the forward-looking statements. These risks, uncertainties and important factors include, but are not limited to, the following:
•the volume of anticipated transactions – including corporate advisory (i.e., M&A), equity financing, and debt financing – and the corresponding revenues from the transactions may vary from quarter to quarter significantly, particularly if there is a decline in macroeconomic conditions or the financial markets;
•revenues from corporate advisory (i.e., M&A) engagements and equity and debt financings may vary materially depending on the number, size, and timing of completed transactions, and completed transactions do not generally provide for subsequent engagements;
•market, geopolitical and economic conditions or developments may be unfavorable, including in specific sectors in which we operate, and these conditions or developments, such as market fluctuations or volatility, may adversely affect our business, revenue levels and profitability;
•the impact of trade policy, including tariffs, on market, geopolitical and economic conditions is difficult to predict, and may result in a decline in macroeconomic conditions or the financial markets that negatively impacts our business;
•continued business and investor uncertainty around future trade policy or geopolitical conditions may adversely affect our business, revenue levels, and profitability;
•the expected benefits of our recently completed acquisition of G Squared Capital Partners may take longer than anticipated to achieve or may not be achieved in its entirety or at all, and will in part depend on our ability to retain and hire key personnel, and the costs or difficulties relating to the combination of the business may be greater than expected and may adversely affect our results of operations;
•interest rate volatility, especially if the changes are rapid or severe, could negatively impact our fixed income institutional business and the negative impact could be exaggerated by reduced liquidity in the fixed income markets; and
•our stock price may fluctuate as a result of several factors, including but not limited to, changes in our revenues and operating results.
A further listing and description of these and other risks, uncertainties and important factors can be found in the sections titled "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024, and updated in our subsequent reports filed with the SEC (available at our Website at www.pipersandler.com and at the SEC Website at www.sec.gov).
Forward-looking statements speak only as of the date they are made, and readers are cautioned not to place undue reliance on them. We undertake no obligation to update them in light of new information or future events.
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Piper Sandler Companies
Results of Operations (U.S. GAAP – Unaudited)
  Three Months Ended Nine Months Ended
(Amounts in thousands, except per share data) Sept. 30, June 30, Sept. 30, Sept. 30, Sept. 30,
2025 2025 2024 2025 2024
Revenues
Investment banking $ 330,588  $ 283,085  $ 241,470  $ 892,605  $ 731,775 
Institutional brokerage 109,490  112,374  100,934  321,120  284,113 
Interest income 9,374  7,947  7,831  27,284  22,813 
Investment income/(loss) 30,642  (4,829) 10,693  (3,784) 7,510 
Total revenues 480,094  398,577  360,928  1,237,225  1,046,211 
Interest expense 818  1,799  1,356  3,899  4,404 
Net revenues 479,276  396,778  359,572  1,233,326  1,041,807 
Non-interest expenses
Compensation and benefits 288,901  258,216  231,014  795,574  688,169 
Outside services 13,630  16,789  13,525  45,137  39,921 
Occupancy and equipment 19,448  17,442  16,481  55,117  49,274 
Communications 13,774  14,255  13,712  42,808  41,509 
Marketing and business development 10,150  11,813  10,392  35,437  32,527 
Deal-related expenses 12,948  11,746  6,050  30,156  18,380 
Trade execution and clearance 4,775  4,701  5,153  14,650  14,534 
Restructuring and integration costs 1,044  4,998  775  6,042  1,752 
Intangible asset amortization 2,147  2,147  2,572  6,370  7,294 
Other operating expenses 5,032  5,747  4,283  16,251  12,164 
Total non-interest expenses 371,849  347,854  303,957  1,047,542  905,524 
Income before income tax expense 107,427  48,924  55,615  185,784  136,283 
Income tax expense 24,949  17,169  15,225  34,783  31,345 
Net income 82,478  31,755  40,390  151,001  104,938 
Net income/(loss) attributable to noncontrolling interests 22,212  (10,427) 5,601  (16,362) (7,117)
Net income attributable to Piper Sandler Companies $ 60,266  $ 42,182  $ 34,789  $ 167,363  $ 112,055 
Earnings per common share
Basic $ 3.61  $ 2.53  $ 2.19  $ 10.08  $ 7.11 
Diluted $ 3.38  $ 2.38  $ 1.96  $ 9.42  $ 6.35 
Dividends declared per common share $ 0.70  $ 0.65  $ 0.65  $ 5.00  $ 2.85 
Weighted average common shares outstanding
Basic 16,716  16,703  15,921  16,600  15,767 
Diluted 17,808  17,726  17,769  17,775  17,636 

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Piper Sandler Companies
Preliminary Selected Summary Financial Information (Non-GAAP – Unaudited) (1)
  Three Months Ended Nine Months Ended
Sept. 30, June 30, Sept. 30, Sept. 30, Sept. 30,
(Amounts in thousands, except per share data) 2025 2025 2024 2025 2024
Adjusted revenues
Investment banking $ 330,588  $ 283,085  $ 241,470  $ 892,605  $ 731,775 
Institutional brokerage 109,490  112,374  100,934  321,120  284,113 
Interest income 9,374  7,947  7,831  27,284  22,813 
Investment income 6,680  3,781  2,965  6,902  8,162 
Adjusted total revenues 456,132  407,187  353,200  1,247,911  1,046,863 
Interest expense 818  1,799  1,356  3,899  4,404 
Adjusted net revenues (2) 455,314  405,388  351,844  1,244,012  1,042,459 
Adjusted operating expenses
Adjusted compensation and benefits (3) 280,973  251,340  219,903  771,882  654,971 
Adjusted non-compensation expenses (4) 78,007  80,676  67,160  233,880  205,167 
Adjusted total operating expenses (5) 358,980  332,016  287,063  1,005,762  860,138 
Adjusted operating income (6) 96,334  73,372 64,781  238,250  182,321 
Adjusted income tax expense (7) 27,777  20,631 18,519  43,457  40,854 
Adjusted net income (8) $ 68,557  $ 52,741 $ 46,262  $ 194,793  $ 141,467 
Adjusted earnings per diluted common share (9) $ 3.82  $ 2.95  $ 2.57  $ 10.86  $ 7.88 
Adjusted weighted average diluted common shares outstanding (10) 17,931  17,902  18,009  17,932  17,963 
Adjusted ratios and margin
Adjusted compensation ratio (11) 61.7% 62.0% 62.5% 62.0% 62.8%
Adjusted non-compensation ratio (12) 17.1% 19.9% 19.1% 18.8% 19.7%
Adjusted operating margin (13) 21.2% 18.1% 18.4% 19.2% 17.5%
Adjusted effective tax rate (14) 28.8% 28.1% 28.6% 18.2% 22.4%
This presentation includes non-GAAP measures. The non-GAAP measures are not meant to be considered in isolation or as a substitute for the corresponding U.S. GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with U.S. GAAP. For a detailed explanation of the adjustments made to the corresponding U.S. GAAP measures, see "Reconciliation of U.S. GAAP to Selected Summary Financial Information."
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Piper Sandler Companies
Reconciliation of U.S. GAAP to Selected Summary Financial Information (1) (Unaudited)
Three Months Ended Nine Months Ended
Sept. 30, June 30, Sept. 30, Sept. 30, Sept. 30,
(Amounts in thousands, except per share data) 2025 2025 2024 2025 2024
Net revenues:
Net revenues – U.S. GAAP basis $ 479,276  $ 396,778  $ 359,572  $ 1,233,326  $ 1,041,807 
Adjustment:
Investment (income)/loss related to noncontrolling interests (15) (23,962) 8,610  (7,728) 10,686  652 
Adjusted net revenues $ 455,314  $ 405,388  $ 351,844  $ 1,244,012  $ 1,042,459 
Compensation and benefits:
Compensation and benefits – U.S. GAAP basis $ 288,901  $ 258,216  $ 231,014  $ 795,574  $ 688,169 
Adjustment:
Compensation from acquisition-related agreements (7,928) (6,876) (11,111) (23,692) (33,198)
Adjusted compensation and benefits $ 280,973  $ 251,340  $ 219,903  $ 771,882  $ 654,971 
Non-compensation expenses:
Non-compensation expenses – U.S. GAAP basis $ 82,948  $ 89,638  $ 72,943  $ 251,968  $ 217,355 
Adjustments:
Non-compensation expenses related to noncontrolling interests (15) (1,750) (1,817) (2,127) (5,676) (6,465)
Restructuring and integration costs (1,044) (4,998) (775) (6,042) (1,752)
Amortization of intangible assets related to acquisitions (2,147) (2,147) (2,572) (6,370) (7,294)
Non-compensation expenses from acquisition-related agreements —  —  (309) —  (309)
Non-compensation expenses from regulatory settlements —  —  —  —  3,632 
Adjusted non-compensation expenses $ 78,007  $ 80,676  $ 67,160  $ 233,880  $ 205,167 
Income before income tax expense:
Income before income tax expense – U.S. GAAP basis $ 107,427  $ 48,924  $ 55,615  $ 185,784  $ 136,283 
Adjustments:
Investment (income)/loss related to noncontrolling interests (15) (23,962) 8,610  (7,728) 10,686  652 
Non-compensation expenses related to noncontrolling interests (15) 1,750  1,817  2,127  5,676  6,465 
Compensation from acquisition-related agreements 7,928  6,876  11,111  23,692  33,198 
Restructuring and integration costs 1,044  4,998  775  6,042  1,752 
Amortization of intangible assets related to acquisitions 2,147  2,147  2,572  6,370  7,294 
Non-compensation expenses from acquisition-related agreements —  —  309  —  309 
Non-compensation expenses from regulatory settlements —  —  —  —  (3,632)
Adjusted operating income $ 96,334  $ 73,372  $ 64,781  $ 238,250  $ 182,321 
Income tax expense:
Income tax expense – U.S. GAAP basis $ 24,949  $ 17,169  $ 15,225  $ 34,783  $ 31,345 
Tax effect of adjustments:
Compensation from acquisition-related agreements 2,000  1,712  2,325  5,552  6,931 
Restructuring and integration costs 266  1,188  205  1,454  464 
Amortization of intangible assets related to acquisitions 562  562  682  1,668  1,934 
Non-compensation expenses from acquisition-related agreements —  —  82  —  82 
Non-compensation expenses from regulatory settlements —  —  —  —  98 
Adjusted income tax expense $ 27,777  $ 20,631  $ 18,519  $ 43,457  $ 40,854 
Continued on next page
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Piper Sandler Companies
Reconciliation of U.S. GAAP to Selected Summary Financial Information (1) (Unaudited)
Three Months Ended Nine Months Ended
Sept. 30, June 30, Sept. 30, Sept. 30, Sept. 30,
(Amounts in thousands, except per share data) 2025 2025 2024 2025 2024
Net income attributable to Piper Sandler Companies:
Net income attributable to Piper Sandler Companies – U.S. GAAP basis $ 60,266  $ 42,182  $ 34,789  $ 167,363  $ 112,055 
Adjustments:
Compensation from acquisition-related agreements 5,928  5,164  8,786  18,140  26,267 
Restructuring and integration costs 778  3,810  570  4,588  1,288 
Amortization of intangible assets related to acquisitions 1,585  1,585  1,890  4,702  5,360 
Non-compensation expenses from acquisition-related agreements —  —  227  —  227 
Non-compensation expenses from regulatory settlements —  —  —  —  (3,730)
Adjusted net income $ 68,557  $ 52,741  $ 46,262  $ 194,793  $ 141,467 
Earnings per diluted common share:
Earnings per diluted common share – U.S. GAAP basis $ 3.38  $ 2.38  $ 1.96  $ 9.42  $ 6.35 
Adjustment for inclusion of unvested acquisition-related stock (0.03) (0.03) (0.03) (0.10) (0.14)
$ 3.35  $ 2.35  $ 1.93  $ 9.32  $ 6.21 
Adjustments:
Compensation from acquisition-related agreements 0.34  0.30  0.49  1.02  1.49 
Restructuring and integration costs 0.04  0.21  0.03  0.26  0.07 
Amortization of intangible assets related to acquisitions 0.09  0.09  0.11  0.26  0.31 
Non-compensation expenses from acquisition-related agreements —  —  0.01  —  0.01 
Non-compensation expenses from regulatory settlements —  —  —  —  (0.21)
Adjusted earnings per diluted common share $ 3.82  $ 2.95  $ 2.57  $ 10.86  $ 7.88 
Weighted average diluted common shares outstanding:
Weighted average diluted common shares outstanding – U.S. GAAP basis 17,808  17,726  17,769  17,775  17,636 
Adjustment:
Unvested acquisition-related restricted stock with service conditions 123  176  240  157  327 
Adjusted weighted average diluted common shares outstanding 17,931  17,902  18,009  17,932  17,963 
This presentation includes non-GAAP measures. The non-GAAP measures are not meant to be considered in isolation or as a substitute for the corresponding U.S. GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with U.S. GAAP.
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Piper Sandler Companies
Notes to Non-GAAP Financial Schedules
(1)Selected Summary Financial Information are non-GAAP measures. Management believes that presenting results and measures on an adjusted basis in conjunction with U.S. GAAP measures provides the most meaningful basis for comparison of its operating results across periods.
(2)A non-GAAP measure which excludes investment (income)/loss related to noncontrolling interests (see (15) below).
(3)A non-GAAP measure which excludes compensation expenses from acquisition-related agreements.
(4)A non-GAAP measure which excludes (a) non-compensation expenses related to noncontrolling interests (see (15) below), (b) restructuring and integration costs related to acquisitions and/or headcount reductions, (c) amortization of intangible assets related to acquisitions, (d) non-compensation expenses from acquisition-related agreements and (e) non-compensation expenses from regulatory settlements regarding recordkeeping requirements for business-related communications.
(5)A non-GAAP measure which is computed as the summation of adjusted compensation and benefits and adjusted non-compensation expenses (see (3) and (4) above).
(6)A non-GAAP measure which excludes (a) investment (income)/loss and non-compensation expenses related to noncontrolling interests (see (15) below), (b) compensation and non-compensation expenses from acquisition-related agreements, (c) restructuring and integration costs related to acquisitions and/or headcount reductions, (d) amortization of intangible assets related to acquisitions and (e) non-compensation expenses from regulatory settlements regarding recordkeeping requirements for business-related communications.
(7)A non-GAAP measure which includes the income tax effect of the adjustments for (a) compensation and non-compensation expenses from acquisition-related agreements, (b) restructuring and integration costs related to acquisitions and/or headcount reductions, (c) amortization of intangible assets related to acquisitions and (d) non-compensation expenses from regulatory settlements regarding recordkeeping requirements for business-related communications.
(8)A non-GAAP measure which represents net income attributable to Piper Sandler Companies adjusted for (a) the exclusion of compensation and non-compensation expenses from acquisition-related agreements, (b) the exclusion of restructuring and integration costs related to acquisitions and/or headcount reductions, (c) the exclusion of amortization of intangible assets related to acquisitions, (d) the exclusion of non-compensation expenses from regulatory settlements regarding recordkeeping requirements for business-related communications and (e) the income tax impact allocated to the adjustments.
(9)A non-GAAP measure which is computed based on a quotient of which the numerator is adjusted net income and the denominator is adjusted weighted average diluted common shares outstanding.
(10)A non-GAAP measure which assumes the vesting of restricted stock with service conditions granted pursuant to all acquisitions since January 1, 2020.
(11)A non-GAAP measure which represents adjusted compensation and benefits expenses as a percentage of adjusted net revenues.
(12)A non-GAAP measure which represents adjusted non-compensation expenses as a percentage of adjusted net revenues.
(13)A non-GAAP measure which represents adjusted operating income as a percentage of adjusted net revenues.
(14)A non-GAAP measure which represents adjusted income tax expense as a percentage of adjusted operating income.
(15)Noncontrolling interests include investment income/(loss) and non-compensation expenses from consolidated alternative asset management entities that are not attributable, either directly or indirectly, to Piper Sandler Companies.


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