10q10k10q10k.net

What changed in PIPER SANDLER COMPANIES's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of PIPER SANDLER COMPANIES's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+226 added−231 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in PIPER SANDLER COMPANIES's 2025 10-K

226 paragraphs added · 231 removed · 185 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

27 edited+4 added−3 removed41 unchanged
Biggest changeBaker 57 Global Co-Head of Investment Banking and Capital Markets Michael R. Dillahunt 56 Global Co-Head of Investment Banking and Capital Markets Jonathan J. Doyle 59 Vice Chairman and Head of Financial Services Group John W. Geelan 49 General Counsel and Secretary Chad R. Abraham is our chief executive officer, a position he has held since January 2018.
Biggest changeAbraham 57 Chief Executive Officer Debbra L. Schoneman 57 President Katherine P. Clune 45 Chief Financial Officer James P. Baker 58 Global Co-Head of Investment Banking and Capital Markets Michael R. Dillahunt 57 Global Co-Head of Investment Banking and Capital Markets Jonathan J. Doyle 60 Vice Chairman and Head of Financial Services Group John W.
The Piper Sandler logo and the other trademarks, tradenames and service marks of Piper Sandler Companies mentioned in this report or elsewhere, including, but not limited to, PIPER SANDLER ® , PIPER JAFFRAY ® , REALIZE THE POWER OF PARTNERSHIP ® , CORNERSTONE MACRO ® , SIMMONS ENERGY A DIVISION OF PIPER SANDLER ® , SIMMONS ENERGY A DIVISION OF PIPER JAFFRAY ® , SIMMONS ENERGY ® , SIMMONS & COMPANY INTERNATIONAL ® , SIMMONSCO-INTL ® , PIPER SANDLER FINANCE SM , BIOINSIGHTS ® , TAKING STOCK WITH TEENS ® , Aviditi ® , Aviditi Advisors ® and GUIDES FOR THE JOURNEY ® , are the property of Piper Sandler & Co., a subsidiary of Piper Sandler Companies.
The Piper Sandler logo and the other trademarks, tradenames and service marks of Piper Sandler Companies mentioned in this report or elsewhere, including, but not limited to, PIPER SANDLER ® , PIPER JAFFRAY ® , REALIZE THE POWER OF PARTNERSHIP ® , CORNERSTONE MACRO SM , SIMMONS ENERGY A DIVISION OF PIPER SANDLER ® , SIMMONS ENERGY A DIVISION OF PIPER JAFFRAY ® , SIMMONS ENERGY ® , SIMMONS & COMPANY INTERNATIONAL ® , SIMMONSCO-INTL ® , PIPER SANDLER FINANCE SM , BIOINSIGHTS ® , TAKING STOCK WITH TEENS ® , AVIDITI ® , AVIDITI ADVISORS ® , GUIDES FOR YOUR JOURNEY ® and GUIDES FOR THE JOURNEY ® , are the property of Piper Sandler & Co., a subsidiary of Piper Sandler Companies.
Our entities in Hong Kong, the U.K., Germany and Guernsey are subject to similar anti-money laundering laws and regulations in those jurisdictions. We are also subject to the U.S. Foreign Corrupt Practices Act as well as other anti-bribery and anti-corruption laws in the jurisdictions in which we operate.
Our entities in the U.K., Germany, ADGM, Hong Kong and Guernsey are subject to similar anti-money laundering laws and regulations in those jurisdictions. We are also subject to the U.S. Foreign Corrupt Practices Act as well as other anti-bribery and anti-corruption laws in the jurisdictions in which we operate.
Alternative Asset Management Funds We have created alternative asset management funds in merchant banking and healthcare in order to invest firm capital and to manage capital from outside investors. FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS As of December 31, 2024, the substantial majority of our net revenues and long-lived assets were located in the U.S.
Alternative Asset Management Funds We have created alternative asset management funds in merchant banking and healthcare in order to invest firm capital and to manage capital from outside investors. FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS As of December 31, 2025, the substantial majority of our net revenues and long-lived assets were located in the U.S.
Integral to our capital markets efforts, we have equity sales and trading relationships with institutional investors in North America and Europe that invest in our core sectors. Our fundamental equity research analysts provide investment ideas and support to our trading clients on approximately 950 companies.
Integral to our capital markets efforts, we have equity sales and trading relationships with institutional investors in North America and Europe that invest in our core sectors. Our fundamental equity research analysts provide investment ideas and support to our trading clients on approximately 840 companies.
HUMAN CAPITAL Piper Sandler Companies connects capital with opportunity to create value and build a better future, and our employees have been critical to achieving this mission throughout our operating history of more than 125 years.
HUMAN CAPITAL Piper Sandler Companies connects capital with opportunity to create value and build a better future, and our employees have been critical to achieving this mission throughout our operating history of more than 130 years.
Our macro research teams provide a comprehensive overview of global trends, such as economic and energy trends, as well as policy actions and political developments. Fixed income services provides advice on balance sheet management, investment strategy and customized portfolio solutions.
Our macro research teams provide a comprehensive overview of global trends, such as economic trends, as well as policy actions, political developments and technical analysis. Fixed income services provides advice on balance sheet management, investment strategy and customized portfolio solutions.
As a result of these rules, our ability to make withdrawals of capital from Piper Sandler & Co. may be limited. In addition, Piper Sandler & Co. is licensed as a broker dealer in each of the 50 states, requiring us to comply with applicable laws, rules and regulations of each state.
As a result of these rules, our ability to make Piper Sandler Companies | 5 Table of Contents withdrawals of capital from Piper Sandler & Co. may be limited. In addition, Piper Sandler & Co. is licensed as a broker dealer in each of the 50 states, requiring us to comply with applicable laws, rules and regulations of each state.
Our headquarters are located in Minneapolis, Minnesota and we have offices across the U.S. and international locations in London, Aberdeen, Munich, Paris, Zurich and Hong Kong. OUR BUSINESS We operate in one reportable segment providing investment banking services, institutional sales and trading services for various equity and fixed income products, and research services.
Our headquarters are located in Minneapolis, Minnesota and we have offices across the U.S. and international locations in London, Aberdeen, Munich, Paris, Zurich, Abu Dhabi Global Markets ("ADGM") and Hong Kong. OUR BUSINESS We operate in one reportable segment providing investment banking services, institutional sales and trading services for various equity and fixed income products, and research services.
PSC Capital Partners LLC, Piper Heartland Healthcare Capital LLC and Piper Sandler Finance Management LLC are asset management subsidiaries and registered investment advisors.
PSC Capital Partners LLC and Piper Heartland Healthcare Capital LLC are asset management subsidiaries and registered investment advisors.
In 2024, we donated a total of $8.0 million through employee donations, our corporate matching gifts programs and corporate grants. Piper Sandler Companies matches each employee's donations up to $5,000. In 2024, our employees supported over 1,850 causes.
In 2025, we donated a total of $8.0 million through employee donations, our corporate matching gifts programs and corporate grants. Piper Sandler Companies matches each employee's donations up to $5,000. In 2025, our employees supported 1,940 causes.
We also operate entities in various international jurisdictions, and these entities are subject to regulation by the relevant international authorities, including the Financial Conduct Authority of the U.K., the Hong Kong Securities and Futures Commission, the German Federal Financial Supervisory Authority, and the Guernsey Financial Services Commission ("GFSC").
We also operate entities in various international jurisdictions, and these entities are subject to regulation by the relevant international authorities, including the Financial Conduct Authority of the U.K., the German Federal Financial Supervisory Authority, the ADGM Financial Services Regulatory Authority, and the Guernsey Financial Services Commission ("GFSC").
We maintain several programs and partnerships to help us broaden the pipeline to attract great talent, including summer internships, the Career Exploration Program, the Piper Sandler MBA Fellowship Program and community partnerships with organizations that focus on coaching, training and mentoring college students with varied backgrounds and experiences.
Piper Sandler Companies | 4 Table of Contents We maintain several programs and partnerships to help us broaden the pipeline to attract great talent, including summer internships, the Career Exploration Program and community partnerships with organizations that focus on coaching, training and mentoring college students with varied backgrounds and experiences.
As of December 31, 2024, we had 1,805 full-time employees, of which 1,700 were employed in the U.S. and 105 in the United Kingdom ("U.K."), Germany, France, Switzerland and Hong Kong. Approximately 1,370 of our employees were registered with the Financial Industry Regulatory Authority, Inc. ("FINRA") as of December 31, 2024.
As of December 31, 2025, we had 1,858 full-time employees, of which 1,735 were employed in the U.S. and 123 in the United Kingdom ("U.K."), Germany, France, Switzerland and Hong Kong. Approximately 1,400 of our employees were registered with the Financial Industry Regulatory Authority, Inc. ("FINRA") as of December 31, 2025.
The Career Exploration Program and the Piper Sandler MBA Fellowship Program are designed to attract talented undergraduate students and MBA students, respectively, whose life experiences, demonstrated interests, and achievements will contribute to our culture. These programs serve as a direct pipeline for summer internship opportunities that have the potential to convert to full-time positions.
The Career Exploration Program is designed to attract talented undergraduate students whose life experiences, demonstrated interests, and achievements will contribute to our culture. This program serves as a direct pipeline for summer internship opportunities that have the potential to convert to full-time positions.
We launched a volunteer rewards program during 2024 that provides up to $1,000 of financial support to the causes where our employees volunteer their time.
We also have a volunteer rewards program that provides each employee up to $1,000 of financial support to the causes where our employees volunteer their time.
We maintain an Internet Web site at http://www.pipersandler.com. The information contained on and connected to our Web site is not incorporated into this Form 10-K.
The information contained on and connected to our Web site is not incorporated into this Form 10-K.
For our government and non-profit clients, we underwrite municipal issuances, provide municipal financial advisory and loan placement services, and offer various over-the-counter derivative products. Our public finance investment banking capabilities focus on state and local governments, cultural and social service non-profit entities, special districts and development infrastructure, project finance, and the education, healthcare, hospitality, senior living, housing and transportation sectors.
Our public finance investment banking capabilities focus on state and local governments, cultural and social service non-profit entities, special districts and development infrastructure, project finance, and the education, healthcare, hospitality, senior living, housing and transportation sectors.
He previously served as global co-head of investment banking and capital markets from October 2010 to December 2017. Prior to that, he served as head of equity capital markets since November 2005. Mr. Abraham joined Piper Sandler Companies in 1991 in our investment banking group and was promoted to managing director and head of technology investment banking in 1999.
Prior to that, he served as head of equity capital markets since November 2005. Mr. Abraham joined Piper Sandler Companies in 1991 in our investment banking group and was promoted to managing director and head of technology investment banking in 1999. Debbra L. Schoneman is our president, a position she has held since January 2018.
Debbra L. Schoneman is our president, a position she has held since January 2018. She previously served as chief financial officer from May 2008 to December 2017, and global head of equities from June 2017 to December 2017.
She previously served as chief financial officer from May 2008 to December 2017, and global head of equities from June 2017 to December 2017.
FINRA serves as the primary SRO of Piper Sandler & Co., and the New York Stock Exchange ("NYSE") has oversight over NYSE-related market activities.
Our U.S. broker dealer subsidiary (Piper Sandler & Co.) is registered as a securities broker dealer with the SEC and is a member of various SROs and securities exchanges. FINRA serves as the primary SRO of Piper Sandler & Co., and the New York Stock Exchange ("NYSE") has oversight over NYSE-related market activities.
Investment Banking For our corporate clients and financial sponsors, we provide advisory services, which includes mergers and acquisitions ("M&A"); equity and debt financings; equity and debt private placements; and debt, restructuring and private capital advisory. We operate in the following focus sectors: healthcare; financial services; energy and power; consumer; services and industrials; technology; and chemicals, primarily focusing on middle-market clients.
Investment Banking For our corporate clients and financial sponsors, we provide advisory services, which includes mergers and acquisitions ("M&A"), equity and debt financings, equity and debt private placements, debt capital markets advisory, restructuring and private capital advisory.
Any failure with respect to our practices, procedures and controls in any of these areas could subject us to regulatory consequences, including fines, and potentially other significant liabilities.
Any failure with respect to our practices, procedures and controls in any of these areas could subject us to regulatory consequences, including fines, and potentially other significant liabilities. INFORMATION ABOUT OUR EXECUTIVE OFFICERS Information regarding our executive officers and their ages as of February 19, 2026, are as follows: Name Age Position(s) Chad R.
We believe that diverse teams with unique backgrounds, skills and experiences yield more innovative solutions. This is reflected in our commitment to engage, hire and retain bright, committed people to work in partnership in an environment that allows each person to achieve personal success and add value to our teams and communities.
This is reflected in our commitment to engage, hire and retain bright, committed people to work in partnership in an environment that allows each person to achieve personal success and add value to our teams and communities. We provide opportunities for employees to grow and build their careers through various training, mentorship and development programs.
One key metric we use to benchmark our firm to industry peer companies is the number of investment banking managing directors. At December 31, 2024, we had 183 corporate investment banking managing directors. Recruitment and Talent Development A core tenet of our talent system is to develop talent from within our company and to supplement with external candidates.
One key metric we use to benchmark our firm to industry peer companies is the number of investment banking managing directors. At December 31, 2025, we had 187 corporate investment banking managing directors. Recruitment and Talent Development We believe that diverse teams with unique backgrounds, skills and experiences yield more innovative solutions.
We also have a talent and succession planning process, which is reviewed annually with our board of directors.
Additionally, our employee resource groups, which are open to all employees, help develop connections, build community and create opportunities for engagement. We also have a talent and succession planning process, which is reviewed annually with our board of directors.
He served as assistant general counsel and assistant secretary from November 2007 until becoming general counsel in January 2013. Mr. Geelan joined Piper Sandler Companies in 2005. Piper Sandler Companies | 7 Table of Contents ADDITIONAL INFORMATION Our principal executive offices are located at 800 Nicollet Mall, Suite 900, Minneapolis, Minnesota 55402, and our general telephone number is (612) 303-6000.
Peltier returned to Piper Sandler in 2007 as a managing director in our healthcare investment banking group. Piper Sandler Companies | 7 Table of Contents ADDITIONAL INFORMATION Our principal executive offices are located at 350 North Street, Suite 1000, Minneapolis, Minnesota 55401, and our general telephone number is (612) 303-6000. We maintain an Internet Web site at http://www.pipersandler.com.
Removed
Piper Sandler Companies | 4 Table of Contents We provide opportunities for employees to grow and build their careers through various training, mentorship and development programs. Additionally, our employee resource groups, which are open to all employees, help develop connections, build community and create opportunities for engagement.
Added
We operate in the following focus sectors: healthcare; financial services; services and industrials; energy, power & infrastructure; consumer; technology; and chemicals, primarily focusing on middle-market clients. For our government and non-profit clients, we underwrite municipal issuances, provide municipal financial advisory and loan placement services, and offer various over-the-counter derivative products.
Removed
Piper Sandler Companies | 5 Table of Contents Our U.S. broker dealer subsidiary (Piper Sandler & Co.) is registered as a securities broker dealer with the SEC and is a member of various SROs and securities exchanges.
Added
Geelan 50 General Counsel and Secretary Jean-Paul M. Peltier 52 Global Co-Head of Investment Banking and Capital Markets Piper Sandler Companies | 6 Table of Contents Chad R. Abraham is our chief executive officer, a position he has held since January 2018. He previously served as global co-head of investment banking and capital markets from October 2010 to December 2017.
Removed
Piper Sandler Companies | 6 Table of Contents INFORMATION ABOUT OUR EXECUTIVE OFFICERS Information regarding our executive officers and their ages as of February 20, 2025, are as follows: Name Age Position(s) Chad R. Abraham 56 Chief Executive Officer Debbra L. Schoneman 56 President Katherine P. Clune 44 Chief Financial Officer James P.
Added
He served as assistant general counsel and assistant secretary from November 2007 until becoming general counsel in January 2013. Mr. Geelan joined Piper Sandler Companies in 2005. Jean-Paul (J.P.) M. Peltier is our global co-head of investment banking and capital markets, a position he has held since January 2026.
Added
Prior to that, he served as our global co-head of healthcare investment banking since 2013. Mr. Peltier joined Piper Sandler Companies in 1995 in our healthcare investment banking group. From 2003 to 2007, Mr. Peltier served as vice president of corporate development at HomeServices of America, a Berkshire Hathaway affiliate, and president of HomeServices Financial. Mr.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

17 edited+4 added−2 removed214 unchanged
Biggest changeFederal Reserve policy and the potential for a resurgence of inflation. We believe that the trajectory of market conditions in 2025 will be dependent on several factors, including a continued moderation of the pace of inflation, the ability of the U.S.
Biggest changeWe believe that market conditions in 2026 will be dependent on several factors, including U.S. tariff policy and trade disputes with major trading partners, including the European Union and China, a continued moderation of the pace of inflation, the ability of the U.S.
For example: • Our investment banking business focuses on specific sectors, including healthcare, financial services, energy and power, consumer, services and industrials, technology, and chemicals. Volatility, uncertainty, or slowdowns in any of these sectors may adversely affect our business, sometimes disproportionately, and may cause volatility in the net revenues we receive from our corporate advisory and capital markets activities.
For example: • Our investment banking business focuses on specific sectors, including healthcare, financial services, services and industrials, energy, power & infrastructure, consumer, technology, and chemicals. Volatility, uncertainty, or slowdowns in any of these sectors may adversely affect our business, sometimes disproportionately, and may cause volatility in the net revenues we receive from our corporate advisory and capital markets activities.
In addition, our asset management subsidiaries, PSC Capital Partners LLC, Piper Heartland Healthcare Capital LLC and Piper Sandler Finance Management LLC, as well as Piper Sandler & Co., are registered as investment advisors with the SEC and are subject to the regulation and oversight by the SEC, and we have an additional asset management subsidiary subject to regulation in Guernsey.
In addition, our asset management subsidiaries, PSC Capital Partners LLC and Piper Heartland Healthcare Capital LLC, as well as Piper Sandler & Co., are registered as investment advisors with the SEC and are subject to the regulation and oversight by the SEC, and we have an additional asset management subsidiary subject to regulation in Guernsey.
During periods of heightened economic uncertainty, financial market activity can significantly decline, and our business may suffer reduced revenues as a result. If the outlook for macroeconomic conditions in 2025 were to deteriorate, the level of financial market activity could significantly decrease, which would reduce our investment banking revenues more generally.
During periods of heightened economic uncertainty, financial market activity can significantly decline, and our business may suffer reduced revenues as a result. If the outlook for macroeconomic conditions in 2026 were to deteriorate, the level of financial market activity could significantly decrease, which would reduce our investment banking revenues more generally.
Specifically, our operating subsidiaries include broker dealer and related securities entities organized in the U.S., the U.K., Germany, and Hong Kong. Each of these entities is registered or licensed with the applicable local regulator and is subject to all the applicable rules and regulations promulgated by those authorities.
Specifically, our operating subsidiaries include broker dealer and related securities entities organized in the U.S., the U.K., Germany, and ADGM. Each of these entities is registered or licensed with the applicable local regulator and is subject to all the applicable rules and regulations promulgated by those authorities.
Global macroeconomic conditions and U.S. financial markets also remain vulnerable to the potential risks posed by exogenous shocks, which could include, among other things, political or social unrest or economic uncertainty in the U.S. and the European Union, including the potential for financial contagion or widespread corporate or government defaults, renewed concern about China's economy or financial sector, the wider outbreak of armed conflict in the Middle East or Eastern Europe, geopolitical tensions concerning Taiwan, and complications involving terrorism and armed conflicts around the world, or other challenges to global trade.
Global macroeconomic conditions and U.S. financial markets also remain vulnerable to the potential risks posed by exogenous shocks, which could include, among other things, political or social unrest or economic uncertainty in the U.S. and the European Union, including the potential for financial contagion or widespread corporate or government defaults, widespread uncertainty concerning the impact of artificial intelligence on company or sector valuations, renewed concern about China's economy or financial sector, the wider outbreak of armed conflict in the Middle East or Eastern Europe, geopolitical tensions concerning Taiwan, and complications involving terrorism and armed conflicts around the world, or other challenges to global trade.
We have an ongoing need to upgrade and improve our various technology systems, including our data and transaction processing, financial, risk management, human capital, compliance, and trading systems. This need could present operational issues or require significant capital spending.
In addition to AI, we have an ongoing need to upgrade and improve our various technology systems, including our data and transaction processing, financial, risk management, human capital, compliance, and trading systems. This need could present operational issues or require significant capital spending.
Piper Sandler Companies | 14 Table of Contents 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.
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.
We are in compliance with Section 404 of the Sarbanes-Oxley Act as of December 31, 2024.
We are in compliance with Section 404 of the Sarbanes-Oxley Act as of December 31, 2025.
STRATEGIC AND MARKET RISK Our business success depends in large part upon the strategic decisions made by our executive management, the alignment of business plans developed to act upon those decisions, and the quality of implementation of these business plans.
Piper Sandler Companies | 8 Table of Contents STRATEGIC AND MARKET RISK Our business success depends in large part upon the strategic decisions made by our executive management, the alignment of business plans developed to act upon those decisions, and the quality of implementation of these business plans.
These valuation techniques require significant management estimation and judgment. Concentration of risk increases the potential for significant losses. Concentration of risk increases the potential for significant losses in our sales and trading, alternative asset management, credit underwriting and syndication platform, and underwriting businesses.
These valuation techniques require significant management estimation and judgment. Piper Sandler Companies | 14 Table of Contents Concentration of risk increases the potential for significant losses. Concentration of risk increases the potential for significant losses in our sales and trading, alternative asset management, credit underwriting and syndication platform, and underwriting businesses.
As a result, our financial results may vary significantly from quarter to quarter and year to year. Piper Sandler Companies | 9 Table of Contents Developments in specific business sectors and markets in which we conduct our business have in the past adversely affected, and may in the future adversely affect, our business and profitability.
As a result, our financial results may vary significantly from quarter to quarter and year to year. Developments in specific business sectors and markets in which we conduct our business have in the past adversely affected, and may in the future adversely affect, our business and profitability.
Some of the publicized breaches have involved sophisticated and targeted cyber attacks intended to obtain unauthorized access to confidential information, destroy data, disrupt or degrade service, sabotage systems or cause other damage, including through the introduction of computer viruses, malware, ransomware, phishing, denial-of-service, and other means.
These and future breaches have and will involve sophisticated and targeted cyber attacks intended to obtain unauthorized access to confidential information, destroy data, disrupt or degrade service, sabotage systems or cause other damage, including through the introduction of computer viruses, malware, ransomware, phishing, denial-of-service, use of AI, and other means.
Piper Sandler Companies | 8 Table of Contents Developments in market and economic conditions have in the past adversely affected, and may in the future adversely affect, our business and profitability and cause volatility in our results of operations.
Developments in market and economic conditions have in the past adversely affected, and may in the future adversely affect, our business and profitability and cause volatility in our results of operations.
Federal Reserve to continue to cut interest rates, the effects of, or market uncertainty concerning the effects of tariffs, tax, regulatory and other policies of the new U.S. presidential administration, and the effects of macroeconomic or political uncertainty in the U.S. or abroad.
Federal Reserve to continue to cut interest rates, market confidence in the independence of the Federal Reserve, the effects of, or market uncertainty concerning the effects of other policies or executive orders of the U.S. presidential administration, and the effects of macroeconomic or political uncertainty in the U.S. or abroad.
It is difficult to predict the economic and market conditions for 2025, which are dependent upon global and U.S. economic conditions and geopolitical events globally. Our smaller scale and the cyclical nature of the economy and the financial services industry leads to volatility in our financial results, including our operating margins, compensation ratios, business mix, and revenue and expense levels.
Our smaller scale and the cyclical nature of the economy and the financial services industry leads to volatility in our financial results, including our operating margins, compensation ratios, business mix, and revenue and expense levels.
In 2024, we renewed our unsecured revolving credit facility and increased the size from $100 million to $120 million to use for working capital and general corporate purposes. On August 23, 2024, we entered into a $30 million secured revolving credit facility related to our private capital advisory business.
Our $120 million unsecured revolving credit facility has been established for working capital and general corporate purposes. Our $30 million secured revolving credit facility has been established for our private capital advisory business.
Removed
For example: • In 2024, our business generally benefited from continued U.S. economic strength and moderation in the pace of inflation, which led to an increase in business and client activity. Nevertheless, overall financial market activity continued to remain somewhat subdued compared to historical levels due to uncertainty concerning future U.S.
Added
For example: • In 2025, our business performed well against a backdrop of strong equity markets and a significant overall increase in investment banking activity from 2024. Nevertheless, at certain times during the year, financial market activity declined in response to uncertainty around U.S. policy, especially the use or threatened use of tariffs, and potential responses by major trading partners.
Removed
We elected not to renew our one-year $50 million committed revolving secured credit facility, which terminated on December 6, 2024.
Added
Piper Sandler Companies | 9 Table of Contents It is difficult to predict the economic and market conditions for 2026, which are dependent upon global and U.S. economic conditions and geopolitical events globally.
Added
We believe that the integration of artificial intelligence technologies ("AI") into our business, operations, and administrative functions will represent a critical opportunity for increased efficiency.
Added
If we are unable to deploy AI to the same extent and as effectively as our competitors, and manage the attendant risks relating to cyber and information security, it could negatively impact our results of operations and competitive positioning.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+0 added−1 removed18 unchanged
Biggest changeIn 2024, our board of directors also participated in the cybersecurity incident response tabletop exercise. In addition, to promote a company-wide culture of cybersecurity risk management, we conduct regular phishing email simulations for employees to enhance awareness and responsiveness to possible threats and other kinds of preparedness training.
Biggest changeIn addition, to promote a company-wide culture of cybersecurity risk management, we conduct regular phishing email simulations for employees to enhance awareness and responsiveness to possible threats and other kinds of preparedness training. We also require all employees to complete an annual cybersecurity and privacy awareness training.
Removed
We also require all employees to complete an annual cybersecurity and privacy awareness training.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−1 removed0 unchanged
Biggest changeOur principal executive office is located at 800 Nicollet Mall, Suite 900, Minneapolis, Minnesota 55402 and, as of February 20, 2025, comprises approximately 124,000 square feet of space under a lease which expires November 30, 2025.
Biggest changeOur principal executive office is located at 350 North 5th Street, Suite 1000, Minneapolis, Minnesota 55401 and, as of February 19, 2026, comprises approximately 120,000 square feet of space under a lease which expires in 2040.
Item 2. Properties. As of February 20, 2025, we conducted our operations through 53 principal offices in 30 states, and the District of Columbia, and in London, Aberdeen, Munich, Paris, Zurich and Hong Kong. All of our offices are leased.
Item 2. Properties. As of February 19, 2026, we conducted our operations through 55 principal offices in 31 states, and the District of Columbia, and in London, Aberdeen, Munich, Paris, Zurich, ADGM and Hong Kong. All of our offices are leased.
Removed
In December 2022, we entered into a 15-year lease agreement which comprises approximately 120,000 square feet of space for our future principal executive office located at 350 N. 5th Street, Minneapolis, Minnesota 55401.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+2 added−2 removed4 unchanged
Biggest changePiper Sandler Companies | 25 Table of Contents ISSUER PURCHASES OF EQUITY SECURITIES The table below sets forth the information with respect to purchases made by or on behalf of Piper Sandler Companies or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Exchange Act), of our common stock during the quarter ended December 31, 2024: Total Number of Shares Approximate Dollar Purchased as Part of Value of Shares Yet to be Total Number of Average Price Publicly Announced Purchased Under the Period Shares Purchased Paid per Share Plans or Programs Plans or Programs (1) Month #1 October 1, 2024 to October 31, 2024 17,253 $ 286.34 — $ 138 million Month #2 November 1, 2024 to November 30, 2024 2,913 $ 336.32 — $ 138 million Month #3 December 1, 2024 to December 31, 2024 1,787 $ 299.95 — $ 138 million Total 21,953 $ 294.08 — $ 138 million (1) Effective May 6, 2022, our board of directors authorized the repurchase of up to $150.0 million of common stock, which expired on December 31, 2024.
Biggest changePiper Sandler Companies | 25 Table of Contents ISSUER PURCHASES OF EQUITY SECURITIES The table below sets forth the information with respect to purchases made by or on behalf of Piper Sandler Companies or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) under the Exchange Act), of our common stock during the quarter ended December 31, 2025: Total Number of Shares Approximate Dollar Purchased as Part of Value of Shares Yet to be Total Number of Average Price Publicly Announced Purchased Under the Period Shares Purchased Paid per Share Plans or Programs Plans or Programs (1) Month #1 October 1, 2025 to October 31, 2025 17,920 $ 339.87 — $ 133.4 million Month #2 November 1, 2025 to November 30, 2025 23,369 (2) $ 327.66 17,600 $ 127.7 million Month #3 December 1, 2025 to December 31, 2025 17,545 $ 347.66 17,545 $ 121.6 million Total 58,834 $ 337.34 35,145 $ 121.6 million (1) Effective February 5, 2025, our board of directors authorized the repurchase of up to $150.0 million of common stock through December 31, 2026.
The graph assumes $100 was invested on December 31, 2019 in each of our common stock, the S&P 500 Index and the S&P 500 Financial Services Index, and that all dividends were reinvested on the date of payment without payment of any commissions.
The graph assumes $100 was invested on December 31, 2020 in each of our common stock, the S&P 500 Index and the S&P 500 Financial Services Index, and that all dividends were reinvested on the date of payment without payment of any commissions.
DIVIDEND POLICY Our board of directors has approved a dividend policy with the intention of returning between 30 percent and 50 percent of our fiscal year adjusted net income to shareholders. Our board of directors has declared a special cash dividend on our common stock of $3.00 per share related to 2024 adjusted net income.
DIVIDEND POLICY Our board of directors has approved a dividend policy with the intention of returning between 30 percent and 50 percent of our fiscal year adjusted net income to shareholders. Our board of directors has declared a special cash dividend on our common stock of $5.00 per share related to 2025 adjusted net income.
The following graph compares the performance of an investment in our common stock from December 31, 2019 through December 31, 2024, with the S&P 500 Index and the S&P 500 Financial Services Index.
The following graph compares the performance of an investment in our common stock from December 31, 2020 through December 31, 2025, with the S&P 500 Index and the S&P 500 Financial Services Index.
In addition, our board of directors has declared a quarterly cash dividend on our common stock of $0.65 per share to be paid on March 14, 2025, to shareholders of record as of the close of business on March 4, 2025. Our board of directors is free to change our dividend policy at any time.
In addition, our board of directors has declared a quarterly cash dividend on our common stock of $0.70 per share to be paid on March 13, 2026, to shareholders of record as of the close of business on March 3, 2026. Our board of directors is free to change our dividend policy at any time.
This special dividend will be paid on March 14, 2025, to shareholders of record as of the close of business on March 4, 2025. Including this special cash dividend, we will have returned $5.50 per share, or approximately 43 percent of our fiscal year 2024 adjusted net income to shareholders.
This special dividend will be paid on March 13, 2026, to shareholders of record as of the close of business on March 3, 2026. Including this special cash dividend, we will have returned $7.70 per share, or approximately 43 percent of our fiscal year 2025 adjusted net income to shareholders.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. MARKET INFORMATION Our common stock is listed on the New York Stock Exchange under the symbol "PIPR." SHAREHOLDERS We had 8,078 shareholders of record and approximately 64,372 beneficial owners of our common stock as of February 20, 2025.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. MARKET INFORMATION Our common stock is listed on the New York Stock Exchange under the symbol "PIPR." SHAREHOLDERS We had 7,590 shareholders of record and approximately 84,949 beneficial owners of our common stock as of February 19, 2026.
Removed
Effective February 5, 2025 , our board of directors authorized the repurchase of up to $150.0 million in common shares through December 31, 2026 .
Added
(2) Consists of 17,600 shares of common stock repurchased on the open market pursuant to a 10b5-1 plan established with an independent agent at an average price of $327.46 per share, and 5,769 shares of common stock withheld from recipients of restricted stock to pay taxes upon the vesting of the restricted stock at an average price of $328.26 per share.
Removed
Five Year Total Return Company/Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Piper Sandler Companies $ 100 $ 129.64 $ 240.26 $ 184.02 $ 253.53 $ 441.76 S&P 500 Index 100 118.40 152.39 124.79 157.59 197.02 S&P 500 Financial Services Index 100 111.36 151.31 134.26 155.12 199.14
Added
Five Year Total Return Company/Index 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Piper Sandler Companies $ 100 $ 185.33 $ 141.95 $ 195.57 $ 340.77 $ 393.64 S&P 500 Index 100 128.71 105.40 133.10 166.40 196.16 S&P 500 Financial Services Index 100 135.87 120.56 139.30 178.82 197.29

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

131 edited+31 added−37 removed124 unchanged
Biggest changePiper Sandler Companies | 32 Table of Contents RESULTS OF OPERATIONS The following table provides a summary of the results of our operations and the results of our operations as a percentage of net revenues for the periods indicated: As a Percentage of Net Revenues for the Year Ended December 31, Year Ended December 31, 2024 2023 (Amounts in thousands) 2024 2023 2022 v2023 v2022 2024 2023 2022 Revenues Investment banking: Advisory services $ 808,746 $ 709,316 $ 776,428 14.0 % (8.6) % 53.0 % 52.6 % 54.5 % Corporate financing 173,876 131,077 125,342 32.7 4.6 11.4 9.7 8.8 Municipal financing 122,513 83,419 107,739 46.9 (22.6) 8.0 6.2 7.6 Total investment banking 1,105,135 923,812 1,009,509 19.6 (8.5) 72.4 68.5 70.8 Institutional brokerage: Equity brokerage 215,275 209,512 210,314 2.8 (0.4) 14.1 15.5 14.8 Fixed income services 186,167 168,027 194,953 10.8 (13.8) 12.2 12.5 13.7 Total institutional brokerage 401,442 377,539 405,267 6.3 (6.8) 26.3 28.0 28.4 Interest income 32,908 26,723 20,365 23.1 31.2 2.2 2.0 1.4 Investment income/(loss) (7,890) 30,039 (23) N/M N/M (0.5) 2.2 0.0 Total revenues 1,531,595 1,358,113 1,435,118 12.8 (5.4) 100.4 100.8 100.7 Interest expense 5,681 10,146 9,480 (44.0) 7.0 0.4 0.8 0.7 Net revenues 1,525,914 1,347,967 1,425,638 13.2 (5.4) 100.0 100.0 100.0 Non-interest expenses Compensation and benefits 1,004,173 897,034 983,524 11.9 (8.8) 65.8 66.5 69.0 Outside services 55,756 51,754 53,189 7.7 (2.7) 3.7 3.8 3.7 Occupancy and equipment 66,530 64,356 64,252 3.4 0.2 4.4 4.8 4.5 Communications 54,917 52,718 50,565 4.2 4.3 3.6 3.9 3.5 Marketing and business development 42,239 37,734 42,849 11.9 (11.9) 2.8 2.8 3.0 Deal-related expenses 30,491 28,189 31,874 8.2 (11.6) 2.0 2.1 2.2 Trade execution and clearance 19,836 19,972 20,185 (0.7) (1.1) 1.3 1.5 1.4 Restructuring and integration costs 2,586 7,749 11,440 (66.6) (32.3) 0.2 0.6 0.8 Intangible asset amortization 10,288 19,440 15,375 (47.1) 26.4 0.7 1.4 1.1 Other operating expenses 20,686 46,435 18,016 (55.5) 157.7 1.4 3.4 1.3 Total non-interest expenses 1,307,502 1,225,381 1,291,269 6.7 (5.1) 85.7 90.9 90.6 Income before income tax expense 218,412 122,586 134,369 78.2 (8.8) 14.3 9.1 9.4 Income tax expense 60,972 23,613 33,189 158.2 (28.9) 4.0 1.8 2.3 Net income 157,440 98,973 101,180 59.1 (2.2) 10.3 7.3 7.1 Net income/(loss) attributable to noncontrolling interests (23,674) 13,482 (9,494) N/M N/M (1.6) 1.0 (0.7) Net income attributable to Piper Sandler Companies $ 181,114 $ 85,491 $ 110,674 111.9 (22.8) 11.9 6.3 7.8 N/M — Not meaningful Piper Sandler Companies | 33 Table of Contents Net Revenues Net revenues on a U.S.
Biggest changePiper Sandler Companies | 32 Table of Contents RESULTS OF OPERATIONS The following table provides a summary of the results of our operations and the results of our operations as a percentage of net revenues for the periods indicated: As a Percentage of Net Revenues for the Year Ended December 31, Year Ended December 31, 2025 2024 (Amounts in thousands) 2025 2024 2023 v2024 v2023 2025 2024 2023 Revenues Investment banking: Advisory services $ 1,037,959 $ 808,746 $ 709,316 28.3 % 14.0 % 54.6 % 53.0 % 52.6 % Corporate financing 217,156 173,876 131,077 24.9 32.7 11.4 11.4 9.7 Municipal financing 145,751 122,513 83,419 19.0 46.9 7.7 8.0 6.2 Total investment banking 1,400,866 1,105,135 923,812 26.8 19.6 73.8 72.4 68.5 Institutional brokerage: Equity brokerage 230,273 215,275 209,512 7.0 2.8 12.1 14.1 15.5 Fixed income services 202,925 186,167 168,027 9.0 10.8 10.7 12.2 12.5 Total institutional brokerage 433,198 401,442 377,539 7.9 6.3 22.8 26.3 28.0 Interest income 36,904 32,908 26,723 12.1 23.1 1.9 2.2 2.0 Investment income/(loss) 33,249 (7,890) 30,039 N/M N/M 1.8 (0.5) 2.2 Total revenues 1,904,217 1,531,595 1,358,113 24.3 12.8 100.3 100.4 100.8 Interest expense 4,841 5,681 10,146 (14.8) (44.0) 0.3 0.4 0.8 Net revenues 1,899,376 1,525,914 1,347,967 24.5 13.2 100.0 100.0 100.0 Non-interest expenses Compensation and benefits 1,186,370 1,004,173 897,034 18.1 11.9 62.5 65.8 66.5 Outside services 58,674 55,756 51,754 5.2 7.7 3.1 3.7 3.8 Occupancy and equipment 73,451 66,530 64,356 10.4 3.4 3.9 4.4 4.8 Communications 56,247 54,917 52,718 2.4 4.2 3.0 3.6 3.9 Marketing and business development 47,201 42,239 37,734 11.7 11.9 2.5 2.8 2.8 Deal-related expenses 43,483 30,491 28,189 42.6 8.2 2.3 2.0 2.1 Trade execution and clearance 19,599 19,836 19,972 (1.2) (0.7) 1.0 1.3 1.5 Restructuring and integration costs 6,144 2,586 7,749 137.6 (66.6) 0.3 0.2 0.6 Intangible asset amortization 9,999 10,288 19,440 (2.8) (47.1) 0.5 0.7 1.4 Other operating expenses 23,661 20,686 46,435 14.4 (55.5) 1.2 1.4 3.4 Total non-interest expenses 1,524,829 1,307,502 1,225,381 16.6 6.7 80.3 85.7 90.9 Income before income tax expense 374,547 218,412 122,586 71.5 78.2 19.7 14.3 9.1 Income tax expense 80,582 60,972 23,613 32.2 158.2 4.2 4.0 1.8 Net income 293,965 157,440 98,973 86.7 59.1 15.5 10.3 7.3 Net income/(loss) attributable to noncontrolling interests 12,634 (23,674) 13,482 N/M N/M 0.7 (1.6) 1.0 Net income attributable to Piper Sandler Companies $ 281,331 $ 181,114 $ 85,491 55.3 111.9 14.8 11.9 6.3 N/M – Not meaningful Piper Sandler Companies | 33 Table of Contents Net Revenues Net revenues on a U.S.
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. 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.
We operate through one reportable 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. 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.
Certain statements in this Form 10-K may be considered forward-looking. See "Cautionary Note Regarding Forward-Looking Statements" in this Form 10-K for additional information regarding such statements and related risks and uncertainties. Item 7 in this Form 10-K discusses our 2024 and 2023 results and the year-over-year comparisons between 2024 and 2023.
Certain statements in this Form 10-K may be considered forward-looking. See "Cautionary Note Regarding Forward-Looking Statements" in this Form 10-K for additional information regarding such statements and related risks and uncertainties. Item 7 in this Form 10-K discusses our 2025 and 2024 results and the year-over-year comparisons between 2025 and 2024.
Piper Sandler Companies | 28 Table of Contents EXECUTIVE OVERVIEW Overview of Operations 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.
Piper Sandler Companies | 28 Table of Contents EXECUTIVE OVERVIEW Overview of Operations 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 internationally.
At December 31, 2024, Piper Sandler Ltd., our broker dealer subsidiary registered in the U.K., was subject to, and was in compliance with, the capital requirements of the Prudential Regulation Authority and the Financial Conduct Authority pursuant to the Financial Services Act of 2012.
At December 31, 2025, Piper Sandler Ltd., our broker dealer subsidiary registered in the U.K., was subject to, and was in compliance with, the capital requirements of the Prudential Regulation Authority and the Financial Conduct Authority pursuant to the Financial Services Act of 2012.
The non-GAAP results should be considered in addition to, not as a substitute for, the results 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.
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.
For further discussion of our activities related to derivative products, see Note 7 to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
For a discussion of our activities related to derivative products, see Note 7 to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
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. Market Data The following table provides a summary of relevant market data: Year Ended December 31, 2024 2024 2023 v2023 U.S.
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. Market Data The following table provides a summary of relevant market data: Year Ended December 31, 2025 2025 2024 v2024 U.S.
Discussion of our 2022 results and the year-over-year comparisons between 2023 and 2022 can be found in "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, 2023 , filed with the SEC on February 26, 2024 .
Discussion of our 2023 results and the year-over-year comparisons between 2024 and 2023 can be found in "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 , filed with the SEC on February 27, 2025 .
GAAP basis 17,695 17,224 Adjustment: Unvested acquisition-related restricted stock with service conditions 293 715 Adjusted weighted average diluted common shares outstanding 17,988 17,939 Piper Sandler Companies | 40 Table of Contents RECENT ACCOUNTING PRONOUNCEMENTS Recent accounting pronouncements are set forth in Note 3 to our consolidated financial statements included in Part II, Item 8 of this Form 10-K, and are incorporated herein by reference.
GAAP basis 17,785 17,695 Adjustment: Unvested acquisition-related restricted stock with service conditions 145 293 Adjusted weighted average diluted common shares outstanding 17,930 17,988 Piper Sandler Companies | 40 Table of Contents RECENT ACCOUNTING PRONOUNCEMENTS Recent accounting pronouncements are set forth in Note 3 to our consolidated financial statements included in Part II, Item 8 of this Form 10-K, and are incorporated herein by reference.
Unsecured Revolving Credit Facility We have 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. At December 31, 2024, there were $10.0 million of advances against this credit facility.
Unsecured Revolving Credit Facility We have an unsecured $120 million revolving credit facility with U.S. Bank N.A. The credit agreement will terminate on December 20, 2028, unless otherwise terminated. At December 31, 2025, there were $10.0 million of advances against this credit facility.
The non-compensation expenses from regulatory settlements for the year ended December 31, 2024 include the reversal of other operating expenses of $4.0 million, as we reduced the accrual for civil penalties related to regulatory settlements with the SEC and the CFTC.
The non-compensation expenses from regulatory settlements for the year ended December 31, 2024 include the reversal of other operating expenses of $4.0 million, as we reduced the accrual for civil penalties related to the regulatory settlements with the SEC and the Commodity Futures Trading Commission (the "CFTC").
Our contractual rental obligations over the 15-year lease term are $58.1 million. For further discussion of our contractual rental obligations, see Note 14 to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
Our contractual rental obligations over the 15-year lease term are $163.4 million. For further discussion of our contractual rental obligations, see Note 14 to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
Deal-Related Expenses Deal-related expenses include costs we incurred over the course of a completed investment banking deal, which primarily consist of legal fees, offering expenses, and travel costs. For the year ended December 31, 2024, deal-related expenses were $30.5 million, compared with $28.2 million for the year ended December 31, 2023.
Deal-Related Expenses Deal-related expenses include costs we incurred over the course of a completed investment banking deal, which primarily consist of legal fees, offering expenses, and travel costs. For the year ended December 31, 2025, deal-related expenses were $43.5 million, compared with $30.5 million for the year ended December 31, 2024.
Adjustments to these non-GAAP financial measures include (1) the exclusion of investment (income)/loss and non-compensation expenses related to noncontrolling interests, (2) the exclusion of interest expense on long-term financing from net revenues, (3) the exclusion of compensation and non-compensation expenses from acquisition-related agreements, (4) the exclusion of restructuring and integration costs related to acquisitions and/or headcount reductions, (5) the exclusion of amortization of intangible assets related to acquisitions, (6) the exclusion of non-compensation expenses from regulatory settlements (see Note 15 to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information) and (7) the income tax impact allocated to the adjustments.
Adjustments to these non-GAAP financial measures include (1) the exclusion of investment (income)/loss and non-compensation expenses related to noncontrolling interests, (2) the exclusion of compensation and non-compensation expenses from acquisition-related agreements, (3) the exclusion of restructuring and integration costs related to acquisitions and/or headcount reductions, (4) the exclusion of amortization of intangible assets related to acquisitions, (5) the exclusion of non-compensation expenses from regulatory settlements (see Note 15 to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information) and (6) the income tax impact allocated to the adjustments.
The funding is at the discretion of CIBC (i.e., uncommitted) and could be denied subject to a notice period. This arrangement is reported within receivables from or payables to brokers, dealers and clearing organizations, net of trading activity. At December 31, 2024, we had $55.5 million of financing outstanding under this arrangement.
The funding is at the discretion of CIBC (i.e., uncommitted) and could be denied subject to a notice period. This arrangement is reported within receivables from or payables to brokers, dealers and clearing organizations, net of trading activity. At December 31, 2025, we had $40.2 million of financing outstanding under this arrangement.
However, if our projections of future taxable profits do not materialize, we may conclude that a valuation allowance is necessary, which would impact our results of operations in that period. Piper Sandler Companies | 42 Table of Contents We record deferred tax benefits for future tax deductions expected upon the vesting of stock-based compensation.
However, if our projections of future taxable profits do not materialize, we may conclude that a valuation allowance is necessary, which would impact our results of operations in that period. We record deferred tax benefits for future tax deductions expected upon the vesting of stock-based compensation.
We estimate that a parallel 50 basis point adverse change in the market would result in a decrease of approximately $0.4 million in the carrying value of our fixed income securities inventory as of December 31, 2024, including the effect of the hedging transactions. We also measure and monitor the aging and turnover of our long fixed income securities inventory.
We estimate that a parallel 50 basis point adverse change in the market would result in a decrease of approximately $1.6 million in the carrying value of our fixed income securities inventory as of December 31, 2025, including the effect of the hedging transactions. We also measure and monitor the aging and turnover of our long fixed income securities inventory.
We are exposed to liquidity risk in our day-to-day funding activities, by holding potentially illiquid inventory positions and in our role as a remarketing agent for variable rate demand notes. Our inventory positions subject us to potential financial losses from the reduction in value of illiquid positions.
We are exposed to liquidity risk in our day-to-day funding activities, by holding potentially illiquid inventory positions and in our role as a remarketing agent for variable rate demand notes. Piper Sandler Companies | 51 Table of Contents Our inventory positions subject us to potential financial losses from the reduction in value of illiquid positions.
The timing of these incentive compensation payments, which is generally in February, has a significant impact on our cash position and liquidity. Piper Sandler Companies | 43 Table of Contents Our dividend policy is intended to return between 30 percent and 50 percent of our fiscal year adjusted net income to shareholders.
The timing of these incentive compensation payments, which is generally in February, has a significant impact on our cash position and liquidity. Our dividend policy is intended to return between 30 percent and 50 percent of our fiscal year adjusted net income to shareholders.
For the year ended December 31, 2024, we recorded $14.5 million of tax benefits related to stock-based compensation awards vesting at values greater than the grant date fair value and accrued forfeitable dividends paid on vested restricted stock related to acquisitions.
For the year ended December 31, 2025, we recorded $29.6 million of tax benefits related to stock-based compensation awards vesting at values greater than the grant date fair value and accrued forfeitable dividends paid on vested restricted stock related to acquisitions.
Our fully disclosed clearing agreement includes a covenant requiring Piper Sandler & Co., our U.S. broker dealer subsidiary, to maintain excess net capital of $120 million. At December 31, 2024, we had less than $0.1 million of financing outstanding under this arrangement.
Our fully disclosed clearing agreement includes a covenant requiring Piper Sandler & Co., our U.S. broker dealer subsidiary, to maintain excess net capital of $120 million. At December 31, 2025, we had $0.2 million of financing outstanding under this arrangement.
Our board of directors declared the following dividends on shares of our common stock: Declaration Date Dividend Per Share Record Date Payment Date Related to 2021: February 10, 2022 (1) $ 4.50 March 2, 2022 March 11, 2022 Related to 2022: February 10, 2022 0.60 March 2, 2022 March 11, 2022 April 29, 2022 0.60 May 27, 2022 June 10, 2022 July 29, 2022 0.60 August 26, 2022 September 9, 2022 October 28, 2022 0.60 November 23, 2022 December 9, 2022 February 3, 2023 (1) 1.25 March 3, 2023 March 17, 2023 Related to 2023: February 3, 2023 0.60 March 3, 2023 March 17, 2023 May 2, 2023 0.60 May 26, 2023 June 9, 2023 July 28, 2023 0.60 August 25, 2023 September 8, 2023 October 27, 2023 0.60 November 21, 2023 December 8, 2023 February 2, 2024 (1) 1.00 March 4, 2024 March 15, 2024 Related to 2024: February 2, 2024 0.60 March 4, 2024 March 15, 2024 April 26, 2024 0.60 May 24, 2024 June 7, 2024 August 2, 2024 0.65 August 29, 2024 September 13, 2024 October 25, 2024 0.65 November 22, 2024 December 13, 2024 January 31, 2025 (1) 3.00 March 4, 2025 March 14, 2025 Related to 2025: January 31, 2025 0.65 March 4, 2025 March 14, 2025 (1) Represents a special cash dividend.
Our board of directors declared the following dividends on shares of our common stock: Dividend Declaration Date Per Share Record Date Payment Date Related to 2022: February 3, 2023 (1) $ 1.25 March 3, 2023 March 17, 2023 Related to 2023: February 3, 2023 0.60 March 3, 2023 March 17, 2023 May 2, 2023 0.60 May 26, 2023 June 9, 2023 July 28, 2023 0.60 August 25, 2023 September 8, 2023 October 27, 2023 0.60 November 21, 2023 December 8, 2023 February 2, 2024 (1) 1.00 March 4, 2024 March 15, 2024 Related to 2024: February 2, 2024 0.60 March 4, 2024 March 15, 2024 April 26, 2024 0.60 May 24, 2024 June 7, 2024 August 2, 2024 0.65 August 29, 2024 September 13, 2024 October 25, 2024 0.65 November 22, 2024 December 13, 2024 January 31, 2025 (1) 3.00 March 4, 2025 March 14, 2025 Related to 2025: January 31, 2025 0.65 March 4, 2025 March 14, 2025 May 2, 2025 0.65 May 30, 2025 June 13, 2025 August 1, 2025 0.70 August 29, 2025 September 12, 2025 October 31, 2025 0.70 November 25, 2025 December 12, 2025 February 6, 2026 (1) 5.00 March 3, 2026 March 13, 2026 Related to 2026: February 6, 2026 0.70 March 3, 2026 March 13, 2026 (1) Represents a special cash dividend.
Piper Sandler Companies | 53 Table of Contents Legal and Regulatory Risk Legal and regulatory risk includes the risk of non-compliance with applicable legal and regulatory requirements and loss to our reputation we may suffer as a result of failure to comply with laws, regulations, rules, related self-regulatory organization standards and codes of conduct applicable to our business activities.
Legal and Regulatory Risk Legal and regulatory risk includes the risk of non-compliance with applicable legal and regulatory requirements and loss to our reputation we may suffer as a result of failure to comply with laws, regulations, rules, related self-regulatory organization standards and codes of conduct applicable to our business activities.
GAAP basis were $1.53 billion for the year ended December 31, 2024, compared with $1.35 billion in the prior-year period. For the year ended December 31, 2024, adjusted net revenues were $1.54 billion, compared with $1.33 billion for the year ended December 31, 2023. The variance explanations for net revenues and adjusted net revenues are consistent on both a U.S.
GAAP basis were $1.90 billion for the year ended December 31, 2025, compared with $1.53 billion in the prior-year period. For the year ended December 31, 2025, adjusted net revenues were $1.88 billion, compared with $1.54 billion for the year ended December 31, 2024. The variance explanations for net revenues and adjusted net revenues are consistent on both a U.S.
Index Executive Overview 29 Results of Operations 33 Net Revenues 34 Non-Interest Expenses 35 Pre-Tax Margin 38 Income Taxes 38 Explanation and Reconciliation of Non-GAAP Financial Measures 38 Recent Accounting Pronouncements 41 Critical Accounting Policies and Estimates 41 Liquidity, Funding and Capital Resources 43 Cash Flows 45 Leverage 45 Funding and Capital Resources 46 C ontractual Obligations 48 Capital Requirements 48 Off-Balance Sheet Arrangements 48 Risk Management 49 Effects of Inflation 54 The following information should be read in conjunction with the accompanying audited consolidated financial statements and related notes and exhibits included elsewhere in this Form 10-K.
Index Executive Overview 29 Results of Operations 33 Net Revenues 34 Non-Interest Expenses 36 Pre-Tax Margin 38 Income Taxes 38 Explanation and Reconciliation of Non-GAAP Financial Measures 38 Recent Accounting Pronouncements 41 Critical Accounting Policies and Estimates 41 Liquidity, Funding and Capital Resources 43 Common Stock Split 44 Cash F lows 44 Leverage 45 Funding and Capital Resources 45 Contractual Obligations 47 Capital Requirements 48 Off-Balance Sheet Arrangements 49 Risk Management 50 Effects of Inflation 54 The following information should be read in conjunction with the accompanying audited consolidated financial statements and related notes and exhibits included elsewhere in this Form 10-K.
The timing of capital calls is based on market conditions and investment opportunities. Piper Sandler Companies | 48 Table of Contents Derivatives Derivatives' notional or contract amounts are not reflected as assets or liabilities on our consolidated statements of financial condition.
The timing of capital calls is based on market conditions and investment opportunities. Derivatives Derivatives' notional or contract amounts are not reflected as assets or liabilities on our consolidated statements of financial condition.
Piper Sandler Companies | 34 Table of Contents Institutional Brokerage Revenues Institutional brokerage revenues comprise all of the revenues generated through trading activities, which principally consist of facilitating customer trades, as well as fees received for our research services and corporate access offerings.
Institutional Brokerage Revenues Institutional brokerage revenues comprise all of the revenues generated through trading activities, which principally consist of facilitating customer trades, as well as fees received for our research services and corporate access offerings.
Equity Capital Markets (IPOs, follow-on offerings and convertible offerings with deal values greater than $10 million and PIPEs/RDs greater than $5 million for sub-$5 billion market cap issuers; SPAC IPO fees are represented as the standard two percent upfront fee unless noted differently on the IPO cover). (f) Source: Refinitiv (sole/senior negotiated and private placement transactions for the overall market).
Equity Capital Markets (IPOs, follow-on offerings and convertible offerings with deal values greater than $10 million and PIPEs/RDs greater than $5 million for sub-$5 billion market cap issuers; SPAC IPO fees are represented as the standard two percent upfront fee unless noted differently on the IPO cover). f.
We have committed capital of $72.7 million to certain entities and these commitments generally have no specified call dates. For additional information on our activities related to these types of entities, see Note 9 to our consolidated financial statements included in Part II, Item 8 of this Form 10-K. RISK MANAGEMENT Risk is an inherent part of our business.
We have committed capital of $30.9 million to certain entities and these commitments generally have no specified call dates. For additional information on our activities related to these types of entities, see Note 9 to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
In connection with these matters, we also incurred $1.0 million and $1.5 million of outside services expenses for the years ended December 31, 2024 and 2023, respectively. Excluding these non-compensation expenses from regulatory settlements from our adjusted, non-GAAP financial measures provides a better understanding of our core non-compensation expenses. Reconciliation of U.S.
In connection with these matters, we also incurred $1.0 million of outside services expenses for the year ended December 31, 2024. Management believes that excluding the non-compensation expenses from regulatory settlements from our adjusted, non-GAAP financial measures provides a better understanding of our core non-compensation expenses. Reconciliation of U.S.
In order to meet these objectives, we are focused on the following: • Continuing to expand our business through strategic investments and selectively adding partners who share our client-centric culture and who can leverage our platform to better serve clients; • Growing our investment banking platform through market share gains, accretive combinations, developing internal talent, and continued sector, product and geographic expansion.
In order to meet these objectives, we are focused on the following: • Continuing to expand our business through strategic investments and selectively adding partners who share our client-centric culture and who can leverage our platform to better serve clients; • Growing our investment banking platform through continued investment in sector, product and geographic expansion via corporate development, strategic hiring and development of internal talent.
Piper Sandler Companies | 35 Table of Contents Compensation and Benefits Compensation and benefits expenses, which are the largest component of our expenses, include salaries, incentive compensation, benefits, stock-based compensation, employment taxes, the reversal of expenses associated with the forfeiture of stock-based compensation and other employee-related costs.
Compensation and Benefits Compensation and benefits expenses, which are the largest component of our expenses, include salaries, incentive compensation, benefits, stock-based compensation, employment taxes, the reversal of expenses associated with the forfeiture of stock-based compensation and other employee-related costs.
In 2024, marketing and business development expenses increased 11.9 percent to $42.2 million, compared with $37.7 million for the year ended December 31, 2023. The increase was primarily due to higher travel expenses associated with increased business activity.
For the year ended December 31, 2025, marketing and business development expenses increased 11.7 percent to $47.2 million, compared with $42.2 million in 2024, primarily due to higher travel expenses associated with increased business activity.
The following table summarizes the future aggregate amortization expense of our intangible assets with determinable lives: (Amounts in thousands) 2025 $ 8,639 2026 7,253 2027 3,480 2028 2,191 2029 541 Total $ 22,104 Other Operating Expenses Other operating expenses primarily include insurance costs, license and registration fees, expenses related to our charitable giving program and litigation-related expenses, which consist of the amounts we accrue for and/or pay out related to legal and regulatory matters.
The following table summarizes the future aggregate amortization expense of our intangible assets with determinable lives: (Amounts in thousands) 2026 $ 7,986 2027 3,480 2028 2,191 2029 541 Total $ 14,198 Piper Sandler Companies | 37 Table of Contents Other Operating Expenses Other operating expenses primarily include insurance costs, license and registration fees, expenses related to our charitable giving program and litigation-related expenses, which consist of the amounts we accrue for and/or pay out related to legal and regulatory matters.
Including this special cash dividend, we will have returned $5.50 per share, or approximately 43 percent of our fiscal year 2024 adjusted net income to shareholders.
Including this special cash dividend, we will have returned $7.70 per share, or approximately 43 percent of our fiscal year 2025 adjusted net income to shareholders.
Interest Expense Interest expense represents amounts associated with financing, economically hedging and holding short inventory positions, including interest paid on our short- and long-term financing arrangements, as well as commitment fees on certain short-term financing arrangements. For the year ended December 31, 2024, interest expense decreased to $5.7 million, compared with $10.1 million in 2023.
Interest Expense Interest expense represents amounts associated with financing, economically hedging and holding short inventory positions, including interest paid on our financing arrangements, as well as commitment fees on certain short-term financing arrangements. Interest expense for the year ended December 31, 2025 decreased to $4.8 million, compared with $5.7 million in the prior-year period.
Our adjusted compensation ratio decreased to 62.0 percent in 2024, compared with 63.6 percent in 2023 driven by higher adjusted net revenues. Outside Services Outside services expenses include securities processing expenses, outsourced technology functions, outside legal fees, fund expenses associated with our consolidated alternative asset management funds and other professional fees.
Our adjusted compensation ratio decreased to 61.4 percent in 2025, compared with 62.0 percent in 2024, primarily due to higher adjusted net revenues. Outside Services Outside services expenses include securities processing expenses, outsourced technology functions, outside legal fees, fund expenses associated with our consolidated alternative asset management funds and other professional fees.
We attempt to reduce the risk of loss inherent in our market-making and in our inventory of equity securities by establishing limits on our long inventory, monitoring these limits on a daily basis, and by managing net position levels within those limits.
We are exposed to equity price risk through our trading activities primarily in the U.S. market. We attempt to reduce the risk of loss inherent in our market-making and in our inventory of equity securities by establishing limits on our long inventory, monitoring these limits on a daily basis, and by managing net position levels within those limits.
Our results may vary from quarter to quarter as a result of changes in trading margins, trading gains and losses, net interest spreads, trading volumes and the amount of fees received for research services. For the year ended December 31, 2024, institutional brokerage revenues increased to $401.4 million, compared with $377.5 million in the prior-year period.
Our results may vary from quarter to quarter as a result of changes in trading margins, trading gains and losses, net interest spreads, trading volumes and the amount of fees received for research services. For the year ended December 31, 2025, institutional brokerage revenues were $433.2 million, up 7.9 percent compared with $401.4 million in the prior-year period.
We operate under a fully disclosed clearing model for all of our securities inventories with the exception of convertible securities, and for all of our client clearing activities.
Piper Sandler Companies | 53 Table of Contents We operate under a fully disclosed clearing model for all of our securities inventories with the exception of convertible securities, and for all of our client clearing activities.
Funding is generally obtained at rates based upon the federal funds rate. Pershing Clearing Arrangement We have established an arrangement to obtain financing from Pershing related to the majority of our trading activities.
Funding is generally obtained at rates based upon the federal funds rate or the Secured Overnight Financing Rate. Piper Sandler Companies | 45 Table of Contents Pershing Clearing Arrangement We have established an arrangement to obtain financing from Pershing related to the majority of our trading activities.
(b) Source: Dealogic and Piper Sandler & Co. Equity Capital Markets (IPOs, follow-on offerings and convertible offerings with reported deal value greater than $10 million). (c) Source: Dealogic and Piper Sandler & Co. Equity Capital Markets (offerings with reported deal value greater than $10 million). (d) Source: Dealogic and Piper Sandler & Co.
Source: Dealogic and Piper Sandler & Co. Equity Capital Markets (offerings with reported deal value greater than $10 million). d. Source: Dealogic and Piper Sandler & Co.
For the year ended December 31, 2024, communication expenses increased 4.2 percent to $54.9 million, compared with $52.7 million in 2023, primarily due to higher market data services expenses. Piper Sandler Companies | 36 Table of Contents Marketing and Business Development Marketing and business development expenses include travel and entertainment costs, advertising and third-party marketing fees.
For the year ended December 31, 2025, communication expenses increased 2.4 percent to $56.2 million, compared with $54.9 million in 2024, primarily due to higher market data services expenses. Marketing and Business Development Marketing and business development expenses include travel and entertainment costs, advertising and third-party marketing fees.
GAAP basis $ 303,329 $ 328,347 Adjustments: Non-compensation expenses related to noncontrolling interests (8,546) (9,434) Restructuring and integration costs (2,586) (7,749) Amortization of intangible assets related to acquisitions (10,288) (19,440) Non-compensation expenses from acquisition-related agreements (3,089) 1,102 Non-compensation expenses from regulatory settlements 3,045 (21,548) Adjusted non-compensation expenses $ 281,865 $ 271,278 Piper Sandler Companies | 39 Table of Contents Year Ended December 31, (Amounts in thousands, except per share data) 2024 2023 Income before income tax expense: Income before income tax expense – U.S.
GAAP basis $ 338,459 $ 303,329 Adjustments: Non-compensation expenses related to noncontrolling interests (7,733) (8,546) Restructuring and integration costs (6,144) (2,586) Amortization of intangible assets related to acquisitions (9,999) (10,288) Non-compensation expenses from acquisition-related agreements — (3,089) Non-compensation expenses from regulatory settlements — 3,045 Adjusted non-compensation expenses $ 314,583 $ 281,865 Piper Sandler Companies | 39 Table of Contents Year Ended December 31, (Amounts in thousands, except per share data) 2025 2024 Income before income tax expense: Income before income tax expense – U.S.
Our board of directors has declared a special cash dividend on our common stock of $3.00 per share related to 2024 adjusted net income. This special dividend will be paid on March 14, 2025, to shareholders of record as of the close of business on March 4, 2025.
Piper Sandler Companies | 43 Table of Contents Our board of directors has declared a special cash dividend on our common stock of $5.00 per share related to 2025 adjusted net income. This special dividend will be paid on March 13, 2026, to shareholders of record as of the close of business on March 3, 2026.
Other operating expenses were $20.7 million in 2024, compared with $46.4 million in 2023. Other operating expenses for 2024 included a $4.0 million reduction in the accrual for civil penalties related to our regulatory settlements with the SEC and CFTC regarding recordkeeping requirements for business-related communications.
For the year ended December 31, 2025, other operating expenses were $23.7 million, compared with $20.7 million in 2024. Other operating expenses for 2024 included a $4.0 million reduction in the accrual for civil penalties related to our regulatory settlements regarding recordkeeping requirements for business-related communications.
As of December 31, 2024, we have a $1.9 million liability recorded for uncertain state income tax positions. LIQUIDITY, FUNDING AND CAPITAL RESOURCES We regularly monitor our liquidity position, which is of critical importance to our business.
As of December 31, 2025, we have a $2.2 million liability recorded for uncertain state income tax positions. Piper Sandler Companies | 42 Table of Contents LIQUIDITY, FUNDING AND CAPITAL RESOURCES We regularly monitor our liquidity position, which is of critical importance to our business.
GAAP basis $ 10.24 $ 4.96 Adjustment for inclusion of unvested acquisition-related stock (0.20) (0.38) $ 10.04 $ 4.58 Adjustments: Compensation from acquisition-related agreements 2.17 2.36 Restructuring and integration costs 0.11 0.33 Amortization of intangible assets related to acquisitions 0.43 0.83 Non-compensation expenses from acquisition-related agreements 0.13 (0.05) Non-compensation expenses from regulatory settlements (0.19) 1.23 Adjusted earnings per diluted common share $ 12.69 $ 9.28 Weighted average diluted common shares outstanding: Weighted average diluted common shares outstanding – U.S.
GAAP basis $ 15.82 $ 10.24 Adjustment for inclusion of unvested acquisition-related stock (0.14) (0.20) $ 15.68 $ 10.04 Adjustments: Compensation from acquisition-related agreements 1.39 2.17 Restructuring and integration costs 0.26 0.11 Amortization of intangible assets related to acquisitions 0.41 0.43 Non-compensation expenses from acquisition-related agreements — 0.13 Non-compensation expenses from regulatory settlements — (0.19) Adjusted earnings per diluted common share $ 17.74 $ 12.69 Weighted average diluted common shares outstanding: Weighted average diluted common shares outstanding – U.S.
Management believes that presenting results and measures on an adjusted, non-GAAP basis in conjunction with the corresponding U.S. GAAP measures provides a more meaningful basis for comparison of its operating results and underlying trends between 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.
GAAP measures provides a more meaningful basis for comparison of its operating results and underlying trends between 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 audit committee of the board of directors oversees management's processes for identifying and evaluating our major risks, and the policies, procedures and practices employed by management to govern its risk assessment and risk management processes.
Our management takes an active role in the risk management process, and the results are reported to senior management and the board of directors. The audit committee of the board of directors oversees management's processes for identifying and evaluating our major risks, and the policies, procedures and practices employed by management to govern its risk assessment and risk management processes.
We also believe there is an opportunity to continue to capitalize on the strength of our U.S. franchises by expanding in Europe; • Leveraging the scale within the equity brokerage and fixed income services platforms, driven by our expanded client base and product offerings, to continue to grow market share; and • Prudently managing capital to maintain our balance sheet strength with ample liquidity and flexibility through all market conditions.
We are specifically focused on strengthening our technology sector and expanding in Europe; • Leveraging the scale within the equity brokerage and fixed income services platforms, driven by our expanded client base and product offerings, to continue to grow market share; and • Prudently managing capital to maintain our balance sheet strength with ample liquidity and flexibility through all market conditions.
OFF-BALANCE SHEET ARRANGEMENTS In the ordinary course of business we enter into various types of off-balance sheet arrangements.
Piper Sandler Companies | 48 Table of Contents OFF-BALANCE SHEET ARRANGEMENTS In the ordinary course of business we enter into various types of off-balance sheet arrangements.
The uncollateralized amounts, representing the fair value of the derivative contracts, expose us to the credit risk of these counterparties. At December 31, 2024, we had $4.4 million of credit exposure with these counterparties, including $3.8 million of credit exposure with one counterparty.
The uncollateralized amounts, representing the fair value of the derivative contracts, expose us to the credit risk of these counterparties. At December 31, 2025, we had $4.7 million of credit exposure with these counterparties, including $4.1 million of credit exposure with one counterparty. (3) The investment commitments have no specified call dates.
GAAP basis $ 60,972 $ 23,613 Tax effect of adjustments: Compensation from acquisition-related agreements 10,224 10,467 Restructuring and integration costs 590 2,053 Amortization of intangible assets related to acquisitions 2,675 5,152 Non-compensation expenses from acquisition-related agreements 797 (292) Non-compensation expenses from regulatory settlements 248 411 Adjusted income tax expense $ 75,506 $ 41,404 Net income attributable to Piper Sandler Companies: Net income attributable to Piper Sandler Companies – U.S.
GAAP basis $ 80,582 $ 60,972 Tax effect of adjustments: Compensation from acquisition-related agreements 7,913 10,224 Restructuring and integration costs 1,497 590 Amortization of intangible assets related to acquisitions 2,650 2,675 Non-compensation expenses from acquisition-related agreements — 797 Non-compensation expenses from regulatory settlements — 248 Adjusted income tax expense $ 92,642 $ 75,506 Net income attributable to Piper Sandler Companies: Net income attributable to Piper Sandler Companies – U.S.
The following table summarizes the credit rating for our long corporate fixed income securities, taxable and tax-exempt municipal securities, and U.S. government and agency securities as a percentage of the total of these asset classes as of December 31, 2024: AAA AA A BBB BB Not Rated Corporate fixed income securities — % — % — % — % — % — % Taxable and tax-exempt municipal securities 16.5 43.4 16.2 1.3 — 2.4 U.S. government and agency securities — 18.6 1.6 — — — 16.5 % 62.0 % 17.8 % 1.3 % — % 2.4 % Corporate fixed income securities represent less than 0.1 percent of the total of the asset classes above as of December 31, 2024.
The following table summarizes the credit rating for our long corporate fixed income securities, taxable and tax-exempt municipal securities, and U.S. government and agency securities as a percentage of the total of these asset classes as of December 31, 2025: AAA AA A BBB BB Not Rated Corporate fixed income securities — % — % — % 0.2 % — % — % Taxable and tax-exempt municipal securities 17.3 33.9 8.1 2.2 0.5 6.2 U.S. government and agency securities — 31.6 — — — — 17.3 % 65.5 % 8.1 % 2.4 % 0.5 % 6.2 % Convertible and preferred securities are excluded from the table above as they are typically unrated.
GAAP basis $ 181,114 $ 85,491 Adjustments: Compensation from acquisition-related agreements 38,503 40,591 Restructuring and integration costs 1,996 5,696 Amortization of intangible assets related to acquisitions 7,613 14,288 Non-compensation expenses from acquisition-related agreements 2,292 (810) Non-compensation expenses from regulatory settlements (3,293) 21,137 Adjusted net income attributable to Piper Sandler Companies $ 228,225 $ 166,393 Earnings per diluted common share: Earnings per diluted common share – U.S.
GAAP basis $ 281,331 $ 181,114 Adjustments: Compensation from acquisition-related agreements 24,745 38,503 Restructuring and integration costs 4,647 1,996 Amortization of intangible assets related to acquisitions 7,349 7,613 Non-compensation expenses from acquisition-related agreements — 2,292 Non-compensation expenses from regulatory settlements — (3,293) Adjusted net income attributable to Piper Sandler Companies $ 318,072 $ 228,225 Earnings per diluted common share: Earnings per diluted common share – U.S.
The following table summarizes our expected future acquisition-related compensation expense for restricted stock, restricted cash with service conditions, MFRS Awards and forgivable loans with service conditions, as well as expense estimates related to revenue-based earnout arrangements: (Amounts in thousands) 2025 $ 28,687 2026 21,474 2027 15,633 2028 5,328 2029 3,415 Total $ 74,537 For the year ended December 31, 2024, compensation and benefits expenses increased 11.9 percent to $1.00 billion from $897.0 million in 2023, due to higher revenues and profitability.
The following table summarizes our expected future acquisition-related compensation expense for restricted stock, restricted cash with service conditions, MFRS Awards and forgivable loans with service conditions, as well as expense estimates related to revenue-based earnout arrangements: (Amounts in thousands) 2026 $ 25,872 2027 19,840 2028 9,018 2029 5,029 Total $ 59,759 For the year ended December 31, 2025, compensation and benefits expenses increased 18.1 percent to $1.19 billion, compared with $1.00 billion in 2024, due to higher revenues and profitability.
All metrics are aggregated by asset concentration and are used for monitoring limits and exception approvals. In times of market volatility, we may also perform ad hoc stress tests and scenario analysis as market conditions dictate.
All metrics are aggregated by asset concentration and are used for monitoring limits and exception approvals. In times of market volatility, we may also perform ad hoc stress tests and scenario analysis as market conditions dictate. Equity Price Risk Equity price risk represents the potential loss in value due to adverse changes in the level or volatility of equity prices.
In 2024, cash of $180.6 million was used in financing activities, as we paid $73.7 million in dividends, repurchased $66.4 million of common stock and reduced short-term financing by $37.3 million. Cash and cash equivalents at December 31, 2023 were $383.1 million, an increase of $17.5 million from December 31, 2022.
In 2024, cash of $180.6 million was used in financing activities, as we paid $73.7 million in dividends, repurchased $66.4 million of common stock and reduced short-term financing by $37.3 million.
Market Indices S&P 500 (at period end) 5,882 4,770 23.3 % Nasdaq (at period end) 19,311 15,011 28.6 U.S. Middle Market Mergers and Acquisitions Announced transactions (number of transactions) (a) 2,948 2,868 2.8 U.S.
Market Indices S&P 500 (at period end) 6,846 5,882 16.4 % Nasdaq (at period end) 23,242 19,311 20.4 U.S. Middle Market Mergers and Acquisitions Announced transactions (number of transactions) (a) 3,049 2,989 2.0 U.S.
In 2024, equity brokerage revenues were $215.3 million, up 2.8 percent compared with $209.5 million in 2023, due to increased client activity across our full suite of trading and research products.
Equity brokerage revenues were $230.3 million in 2025, up 7.0 percent compared with $215.3 million in 2024, due to increased client activity across our full suite of products.
Access to these external sources, as well as the cost of that financing, is dependent upon various factors, including market conditions, the general availability of credit and credit ratings.
Our ability to support increases in total assets is largely a function of our ability to obtain funding from external sources. Access to these external sources, as well as the cost of that financing, is dependent upon various factors, including market conditions, the general availability of credit and credit ratings.
This may be reflected through issues such as settlement obligations or payment collections. Piper Sandler Companies | 51 Table of Contents A key tenet of our risk management procedures related to credit risk is the daily monitoring of the credit quality of our long fixed income securities inventory.
This may be reflected through issues such as settlement obligations or payment collections. A key tenet of our risk management procedures related to credit risk is the daily monitoring of the credit quality of our long fixed income securities inventory. These rating trends and the credit quality mix are regularly reviewed with the executive financial risk committee.
GAAP basis $ 1,004,173 $ 897,034 Adjustment: Compensation from acquisition-related agreements (48,727) (51,058) Adjusted compensation and benefits $ 955,446 $ 845,976 Non-compensation expenses: Non-compensation expenses – U.S.
GAAP basis $ 1,186,370 $ 1,004,173 Adjustment: Compensation from acquisition-related agreements (32,658) (48,727) Adjusted compensation and benefits $ 1,153,712 $ 955,446 Non-compensation expenses: Non-compensation expenses – U.S.
Our risk management functions also evaluate the potential risk associated with institutional counterparties with whom we hold derivatives, TBAs and other documented institutional counterparty agreements that may give rise to credit exposure. Collections Risk Collections risk arises from ineffective management and monitoring of collecting outstanding debts and obligations, including those related to our customer trading activities.
Our risk management functions also evaluate the potential risk associated with institutional counterparties with whom we hold derivatives, TBAs and other documented institutional counterparty agreements that may give rise to credit exposure.
Unrealized gains and losses related to these financial instruments are reflected on our consolidated statements of operations. The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants at the measurement date (i.e., the exit price).
The fair value of a financial instrument is the amount at which the instrument could be exchanged in an orderly transaction between market participants at the measurement date (i.e., the exit price).
Restructuring and Integration Costs For the year ended December 31, 2024, we incurred restructuring and integration costs of $2.6 million, primarily consisting of integration costs related to our acquisition of Aviditi Advisors.
For the year ended December 31, 2024, we incurred restructuring and integration costs of $2.6 million, primarily consisting of integration costs related to our acquisition of Aviditi Advisors. Intangible Asset Amortization For the year ended December 31, 2025, amortization of definite-lived intangible assets was $10.0 million, compared with $10.3 million in 2024.
Valuation of Financial Instruments Financial instruments and other inventory positions owned, financial instruments and other inventory positions sold, but not yet purchased, and investments on our consolidated statements of financial condition consist of financial instruments recorded at fair value, as required by accounting guidance.
Valuation of Financial Instruments Financial instruments and other inventory positions owned, financial instruments and other inventory positions sold, but not yet purchased, and investments on our consolidated statements of financial condition consist of financial instruments recorded at fair value. Unrealized gains and losses related to these financial instruments are reflected on our consolidated statements of operations.
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 variance explanations for non-interest expenses and adjusted non-interest expenses 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.
Convertible and preferred securities are excluded from the table above as they are typically unrated. Our different types of credit risk include: Credit Spread Risk Credit spread risk arises from the possibility that changes in credit spreads will affect the value of financial instruments.
Our different types of credit risk include: Credit Spread Risk Credit spread risk arises from the possibility that changes in credit spreads will affect the value of financial instruments.
Investment Income/(Loss) Investment income/(loss) includes realized and unrealized gains and losses on investments, including amounts attributable to noncontrolling interests, in our alternative asset management funds, as well as management and performance fees generated from those funds. For the year ended December 31, 2024, we recorded an investment loss of $7.9 million, compared to investment income of $30.0 million in 2023.
Investment Income/(Loss) Investment income/(loss) includes realized and unrealized gains and losses on investments, including amounts attributable to noncontrolling interests, in our alternative asset management funds, as well as management and performance fees generated from those funds.
Trade Execution and Clearance For the year ended December 31, 2024, trade execution and clearance expenses decreased slightly to $19.8 million, compared with $20.0 million for the year ended December 31, 2023.
Trade Execution and Clearance For the year ended December 31, 2025, trade execution and clearance expenses decreased slightly to $19.6 million, compared with $19.8 million for the year ended December 31, 2024. Restructuring and Integration Costs For the year ended December 31, 2025, we incurred restructuring and integration costs of $6.1 million.
Average Funding Balances Outstanding and Maximum Daily Funding By Quarter The following tables present the average balances outstanding for our various funding sources by quarter for 2024 and 2023: Average Balance for the Three Months Ended (Amounts in millions) Dec. 31, 2024 Sept. 30, 2024 June 30, 2024 Mar. 31, 2024 Funding source Pershing clearing arrangement $ 6.2 $ 6.4 $ 7.1 $ 43.2 Clearing arrangement with bank financing 73.7 63.4 66.0 85.3 Unsecured revolving credit facility 10.0 14.6 — 4.9 Total $ 89.9 $ 84.4 $ 73.1 $ 133.4 Average Balance for the Three Months Ended (Amounts in millions) Dec. 31, 2023 Sept. 30, 2023 June 30, 2023 Mar. 31, 2023 Funding source Pershing clearing arrangement $ 27.5 $ 7.1 $ 26.8 $ 8.5 Clearing arrangement with bank financing 43.5 96.1 99.6 55.2 Unsecured revolving credit facility 40.5 — — — Total $ 111.5 $ 103.2 $ 126.4 $ 63.7 The average funding in the fourth quarter of 2024 decreased to $89.9 million, compared with $111.5 million during the fourth quarter of 2023, primarily due to a decrease in borrowings on our unsecured revolving credit facility and funding fewer non-standard settlements for our clients, partially offset by higher average balances of convertible securities inventories.
Piper Sandler Companies | 46 Table of Contents Average Funding Balances Outstanding and Maximum Daily Funding By Quarter The following tables present the average balances outstanding for our various funding sources by quarter for 2025 and 2024: Average Balance for the Three Months Ended (Amounts in millions) Dec. 31, 2025 Sept. 30, 2025 June 30, 2025 Mar. 31, 2025 Funding source Pershing clearing arrangement $ 10.3 $ 5.3 $ 80.9 $ 9.7 Clearing arrangement with bank financing 58.4 46.9 57.9 51.9 Unsecured revolving credit facility 10.0 10.0 10.0 10.0 Secured revolving credit facility 5.0 5.0 5.0 1.2 Total $ 83.7 $ 67.2 $ 153.8 $ 72.8 Average Balance for the Three Months Ended (Amounts in millions) Dec. 31, 2024 Sept. 30, 2024 June 30, 2024 Mar. 31, 2024 Funding source Pershing clearing arrangement $ 6.2 $ 6.4 $ 7.1 $ 43.2 Clearing arrangement with bank financing 73.7 63.4 66.0 85.3 Unsecured revolving credit facility 10.0 14.6 — 4.9 Total $ 89.9 $ 84.4 $ 73.1 $ 133.4 The average funding in the fourth quarter of 2025 increased to $83.7 million, compared with $67.2 million during the third quarter of 2025, primarily due to an increase in borrowings on our clearing arrangement with bank financing.
Our occupancy and equipment expenses will increase in 2025 as a result of relocating our Minneapolis corporate headquarters to a new building. Communications Communication expenses include costs for telecommunication and data communication, primarily consisting of expenses for obtaining third-party market data information.
Our occupancy and equipment expenses will increase in 2026 as a result of relocating our office space in New York City, New York. Piper Sandler Companies | 36 Table of Contents Communications Communication expenses include costs for telecommunication and data communication, primarily consisting of expenses for obtaining third-party market data information.
At December 31, 2024, we were in compliance with all covenants. Piper Sandler Companies | 46 Table of Contents Secured Revolving Credit Facility On August 23, 2024, we entered into a $30 million revolving credit facility with Cadence Bank related to our private capital advisory business. Advances under this facility are secured by certain installment fee receivables.
At December 31, 2025, we were in compliance with all covenants. Secured Revolving Credit Facility We have a $30 million revolving credit facility with Huntington Bancshares Incorporated, formerly Cadence Bank, related to our private capital advisory business. Advances under this facility are secured by certain installment fee receivables. The credit agreement will terminate on August 23, 2027, unless otherwise terminated.
The following table presents the maximum daily funding amount by quarter for 2024 and 2023: (Amounts in millions) 2024 2023 First Quarter $ 544.2 $ 146.6 Second Quarter 466.6 370.1 Third Quarter 163.3 224.2 Fourth Quarter 270.2 550.8 Piper Sandler Companies | 47 Table of Contents Contractual Obligations In December 2022, we entered into a lease agreement for approximately 120,000 square feet of office space related to our future corporate headquarters location in Minneapolis, Minnesota.
The following table presents the maximum daily funding amount by quarter for 2025 and 2024: (Amounts in millions) 2025 2024 First Quarter $ 574.2 $ 544.2 Second Quarter 615.5 466.6 Third Quarter 276.1 163.3 Fourth Quarter 305.2 270.2 Contractual Obligations In July 2025, we entered into a lease agreement for approximately 135,000 square feet of office space related to our New York City, New York location.
Piper Sandler Companies | 49 Table of Contents With respect to market risk and credit risk, the cornerstone of our risk management process is daily communication among traders, trading department management and senior management concerning our inventory positions and overall risk profile.
With respect to market risk and credit risk, the cornerstone of our risk management process is daily communication among traders, trading department management and senior management concerning our inventory positions and overall risk profile. Our risk management functions supplement this communication process by providing their independent perspectives on our market and credit risk profile on a daily basis.
Leverage The following table presents total assets, adjusted assets, total shareholders' equity and tangible common shareholders' equity with the resulting leverage ratios: December 31, December 31, (Dollars in thousands) 2024 2023 Total assets $ 2,255,936 $ 2,140,983 Deduct: Goodwill and intangible assets (419,528) (417,957) Deduct: Right-of-use lease assets (66,618) (69,387) Deduct: Assets attributable to noncontrolling interests (197,600) (217,411) Adjusted assets $ 1,572,190 $ 1,436,228 Total shareholders' equity $ 1,415,773 $ 1,299,473 Deduct: Goodwill and intangible assets (419,528) (417,957) Deduct: Noncontrolling interests (187,943) (213,975) Tangible common shareholders' equity $ 808,302 $ 667,541 Leverage ratio (1) 1.6 1.6 Adjusted leverage ratio (2) 1.9 2.2 (1) Leverage ratio equals total assets divided by total shareholders' equity.
Piper Sandler Companies | 44 Table of Contents Leverage The following table presents total assets, adjusted assets, total shareholders' equity and tangible common shareholders' equity with the resulting leverage ratios: December 31, December 31, (Dollars in thousands) 2025 2024 Total assets $ 2,592,646 $ 2,255,936 Deduct: Goodwill and intangible assets (418,856) (419,528) Deduct: Right-of-use lease assets (64,004) (66,618) Deduct: Assets attributable to noncontrolling interests (217,726) (197,600) Adjusted assets $ 1,892,060 $ 1,572,190 Total shareholders' equity $ 1,582,793 $ 1,415,773 Deduct: Goodwill and intangible assets (418,856) (419,528) Deduct: Noncontrolling interests (211,786) (187,943) Tangible common shareholders' equity $ 952,151 $ 808,302 Leverage ratio (1) 1.6 1.6 Adjusted leverage ratio (2) 2.0 1.9 (1) Leverage ratio equals total assets divided by total shareholders' equity.
Equity Capital Markets Completed public equity offerings (number of transactions) (b) 677 566 19.6 Completed initial public offerings (number of transactions) (c) 145 90 61.1 Equity fee pool for overall market (in millions) (d) $ 7,394 $ 4,681 58.0 Equity fee pool for sub-$5 billion (in millions) (e) $ 3,900 $ 2,820 38.3 U.S.
Equity Capital Markets Completed public equity offerings (number of transactions) (b) 845 677 24.8 Completed initial public offerings (number of transactions) (c) 275 145 89.7 Equity fee pool for overall market (in millions) (d) $ 9,560 $ 7,394 29.3 Equity fee pool for sub-$5 billion (in millions) (e) $ 5,075 $ 3,900 30.1 U.S.

… 119 more changes not shown on this page.

Other PIPR 10-K year-over-year comparisons