8-K - PIPR - Equibles

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 1934October 31, 2025Date of report (Date of earliest event reported)

_______________________________

	PIPER SANDLER COMPANIES
(Exact Name of Registrant as Specified in its Charter)

_________________________________

Delaware						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

Document

Exhibit 99

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	%

All values are in US Dollars.

(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.

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		3	%		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	%		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	%		2	%		166,087			154,043			8	%
Fixed income services		55,740			54,291			48,454			3	%		15	%		155,033			130,070			19	%
Total institutional brokerage		109,490			112,374			100,934			-3	%		8	%		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			7	%		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

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	%		5	%		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			6	%
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		2	%		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			4	%

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.

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.

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		3	%		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	%		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	%		2	%		166,087			154,043			8	%
Fixed income services		55,740			54,291			48,454			3	%		15	%		155,033			130,070			19	%
Total institutional brokerage		109,490			112,374			100,934			-3	%		8	%		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			8	%		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			6	%
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.

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.

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.

For more information, please contact Kate Clune, chief financial officer, at 212 466-7799 or investorrelations@psc.com.

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.

Piper Sandler Companies

Results of Operations (U.S. GAAP – Unaudited)

		Three 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

Piper Sandler Companies

Preliminary Selected Summary Financial Information (Non-GAAP – Unaudited) (1)

	Three 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."

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

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

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.