UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the Quarterly Period Ended ~~March 31,~~September 30, 2023


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

For the transition period from to

Commission File Number: 001-31720

PIPER SANDLER COMPANIES

(Exact Name of Registrant as specified in its Charter)

Delaware

30-0168701

(State or Other Jurisdiction of Incorporation or Organization)

(IRS Employer Identification No.)

800 Nicollet Mall, Suite 900

Minneapolis, Minnesota

55402

(Address of Principal Executive Offices)

(Zip Code)

(612)

303-6000

(Registrant's Telephone Number, Including Area Code)


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

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

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

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

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

Yes ☐ No ☑

As of ~~April 28,~~October 27, 2023, the registrant had ~~17,742,031~~17,709,568 shares of Common Stock outstanding.

Piper Sandler Companies

Index to Quarterly Report on Form 10-Q

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Piper Sandler Companies

Consolidated Statements of Financial Condition


		March 31,		December 31,			September 30,		December 31,
		2023		2022			2023		2022
(Amounts in thousands, except share data)	(Amounts in thousands, except share data)	(Unaudited)				(Amounts in thousands, except share data)	(Unaudited)
Assets	Assets					Assets
Cash and cash equivalents	Cash and cash equivalents	$	45,968	$	365,624	Cash and cash equivalents	$	51,875	$	365,624
Receivables from brokers, dealers and clearing organizations	Receivables from brokers, dealers and clearing organizations	126,859		300,463		Receivables from brokers, dealers and clearing organizations	338,095		300,463

Financial instruments and other inventory positions owned	Financial instruments and other inventory positions owned	347,810		282,501		Financial instruments and other inventory positions owned	384,027		282,501
Financial instruments and other inventory positions owned and pledged as collateral	Financial instruments and other inventory positions owned and pledged as collateral	98,476		57,478		Financial instruments and other inventory positions owned and pledged as collateral	55,651		57,478
Total financial instruments and other inventory positions owned	Total financial instruments and other inventory positions owned	446,286		339,979		Total financial instruments and other inventory positions owned	439,678		339,979

Fixed assets (net of accumulated depreciation and amortization of $79,921 and $75,759, respectively)		65,876		68,220
Fixed assets (net of accumulated depreciation and amortization of $88,785 and $75,759, respectively)						Fixed assets (net of accumulated depreciation and amortization of $88,785 and $75,759, respectively)	63,130		68,220
Goodwill	Goodwill	301,760		301,151		Goodwill	301,760		301,151
Intangible assets (net of accumulated amortization of $135,951 and $131,047, respectively)		130,733		135,637
Investments (including noncontrolling interests of $208,365 and $200,687, respectively)		293,745		285,726
Intangible assets (net of accumulated amortization of $145,688 and $131,047, respectively)						Intangible assets (net of accumulated amortization of $145,688 and $131,047, respectively)	120,996		135,637
Investments (including noncontrolling interests of $189,440 and $200,687, respectively)						Investments (including noncontrolling interests of $189,440 and $200,687, respectively)	270,228		285,726
Net deferred income tax assets	Net deferred income tax assets	198,824		191,002		Net deferred income tax assets	193,801		191,002
Right-of-use lease asset	Right-of-use lease asset	82,894		87,730		Right-of-use lease asset	70,387		87,730
Other assets	Other assets	111,103		106,025		Other assets	115,387		106,025
Total assets	Total assets	$	1,804,048	$	2,181,557	Total assets	$	1,965,337	$	2,181,557

Liabilities and Shareholders' Equity	Liabilities and Shareholders' Equity					Liabilities and Shareholders' Equity

Long-term financing	Long-term financing	$	125,000	$	125,000	Long-term financing	$	125,000	$	125,000
Payables to brokers, dealers and clearing organizations	Payables to brokers, dealers and clearing organizations	4,019		4,622		Payables to brokers, dealers and clearing organizations	11,829		4,622
Financial instruments and other inventory positions sold, but not yet purchased	Financial instruments and other inventory positions sold, but not yet purchased	102,154		60,836		Financial instruments and other inventory positions sold, but not yet purchased	140,846		60,836
Accrued compensation	Accrued compensation	163,877		565,738		Accrued compensation	294,596		565,738
Accrued lease liability	Accrued lease liability	106,422		109,771		Accrued lease liability	95,257		109,771
Other liabilities and accrued expenses	Other liabilities and accrued expenses	63,013		61,562		Other liabilities and accrued expenses	79,081		61,562
Total liabilities	Total liabilities	564,485		927,529		Total liabilities	746,609		927,529

Shareholders' equity:	Shareholders' equity:					Shareholders' equity:
Common stock, $0.01 par value:	Common stock, $0.01 par value:					Common stock, $0.01 par value:
Shares authorized: 100,000,000 at March 31, 2023 and December 31, 2022;
Shares issued: 19,545,905 at March 31, 2023 and 19,544,507 at December 31, 2022;
Shares outstanding: 14,833,127 at March 31, 2023 and 13,673,064 at December 31, 2022		195		195
Shares authorized: 100,000,000 at September 30, 2023 and December 31, 2022;						Shares authorized: 100,000,000 at September 30, 2023 and December 31, 2022;
Shares issued: 19,551,769 at September 30, 2023 and 19,544,507 at December 31, 2022;						Shares issued: 19,551,769 at September 30, 2023 and 19,544,507 at December 31, 2022;
Shares outstanding: 15,122,192 at September 30, 2023 and 13,673,064 at December 31, 2022						Shares outstanding: 15,122,192 at September 30, 2023 and 13,673,064 at December 31, 2022	195		195
Additional paid-in capital	Additional paid-in capital	991,309		1,044,719		Additional paid-in capital	984,732		1,044,719
Retained earnings	Retained earnings	428,084		453,311		Retained earnings	412,569		453,311
Less common stock held in treasury, at cost: 4,712,778 shares at March 31, 2023 and 5,871,443 shares at December 31, 2022		(381,200)		(441,653)
Less: Common stock held in treasury, at cost: 4,429,577 shares at September 30, 2023 and 5,871,443 shares at December 31, 2022						Less: Common stock held in treasury, at cost: 4,429,577 shares at September 30, 2023 and 5,871,443 shares at December 31, 2022	(361,146)		(441,653)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(1,544)		(2,499)		Accumulated other comprehensive loss	(1,974)		(2,499)
Total common shareholders' equity	Total common shareholders' equity	1,036,844		1,054,073		Total common shareholders' equity	1,034,376		1,054,073

Noncontrolling interests	Noncontrolling interests	202,719		199,955		Noncontrolling interests	184,352		199,955
Total shareholders' equity	Total shareholders' equity	1,239,563		1,254,028		Total shareholders' equity	1,218,728		1,254,028

Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	1,804,048	$	2,181,557	Total liabilities and shareholders' equity	$	1,965,337	$	2,181,557

See Notes to the Consolidated Financial Statements

Table of Contents

Piper Sandler Companies

Consolidated Statements of Operations

(Unaudited)


		Three Months Ended				Three Months Ended				Nine Months Ended
		March 31,				September 30,				September 30,
(Amounts in thousands, except per share data)	(Amounts in thousands, except per share data)	2023		2022			(Amounts in thousands, except per share data)	2023		2022		2023		2022
Revenues:	Revenues:						Revenues:
Investment banking	Investment banking	$	184,404	$	257,502		Investment banking	$	211,666	$	241,427	$	580,037	$	733,061
Institutional brokerage	Institutional brokerage	96,313		104,562			Institutional brokerage	90,493		89,711		274,644		299,215
Interest income	Interest income	8,712		3,856			Interest income	6,980		5,454		19,421		13,846
Investment income/(loss)	Investment income/(loss)	11,115		(13,074)			Investment income/(loss)	(17,108)		(2,190)		9,804		(4,328)

Total revenues	Total revenues	300,544		352,846			Total revenues	292,031		334,402		883,906		1,041,794

Interest expense	Interest expense	2,639		2,201			Interest expense	2,546		2,649		7,790		7,205

Net revenues	Net revenues	297,905		350,645			Net revenues	289,485		331,753		876,116		1,034,589

Non-interest expenses:	Non-interest expenses:						Non-interest expenses:
Compensation and benefits	Compensation and benefits	199,394		247,899			Compensation and benefits	207,282		232,966		595,880		720,782
Outside services	Outside services	12,126		11,176			Outside services	12,538		13,399		38,120		39,004
Occupancy and equipment	Occupancy and equipment	15,728		14,536			Occupancy and equipment	16,308		16,759		48,056		46,857
Communications	Communications	14,311		12,425			Communications	12,883		12,464		40,241		38,104
Marketing and business development	Marketing and business development	10,052		8,632			Marketing and business development	8,674		11,704		29,656		32,574
Deal-related expenses	Deal-related expenses	6,014		5,544			Deal-related expenses	6,653		8,017		20,172		21,869
Trade execution and clearance	Trade execution and clearance	4,914		4,035			Trade execution and clearance	4,864		5,155		14,632		15,081
Restructuring and integration costs	Restructuring and integration costs	—		1,247			Restructuring and integration costs	—		6,467		3,903		9,323
Intangible asset amortization	Intangible asset amortization	4,904		2,921			Intangible asset amortization	4,833		3,769		14,641		10,083
Other operating expenses	Other operating expenses	4,653		6,593			Other operating expenses	18,900		2,151		34,075		9,213

Total non-interest expenses	Total non-interest expenses	272,096		315,008			Total non-interest expenses	292,935		312,851		839,376		942,890

Income before income tax expense/(benefit)		25,809		35,637
Income/(loss) before income tax expense							Income/(loss) before income tax expense	(3,450)		18,902		36,740		91,699

Income tax expense/(benefit)		(7,637)		10,979
Income tax expense							Income tax expense	10,227		8,169		2,340		28,533

Net income		33,446		24,658
Net income/(loss)							Net income/(loss)	(13,677)		10,733		34,400		63,166

Net income/(loss) applicable to noncontrolling interests	Net income/(loss) applicable to noncontrolling interests	7,812		(11,993)			Net income/(loss) applicable to noncontrolling interests	(17,555)		(3,799)		934		(9,407)

Net income applicable to Piper Sandler Companies	Net income applicable to Piper Sandler Companies	$	25,634	$	36,651		Net income applicable to Piper Sandler Companies	$	3,878	$	14,532	$	33,466	$	72,573

Earnings per common share	Earnings per common share						Earnings per common share
Basic	Basic	$	1.77	$	2.53		Basic	$	0.26	$	1.05	$	2.25	$	5.15
Diluted	Diluted	$	1.49	$	2.12		Diluted	$	0.22	$	0.87	$	1.95	$	4.27

Dividends declared per common share	Dividends declared per common share	$	1.85	$	5.10		Dividends declared per common share	$	0.60	$	0.60	$	3.05	$	6.30

Weighted average number of common shares outstanding	Weighted average number of common shares outstanding						Weighted average number of common shares outstanding
Basic	Basic	14,507		14,481			Basic	15,105		13,775		14,895		14,089
Diluted	Diluted	17,182		17,294			Diluted	17,256		16,733		17,176		16,980

See Notes to the Consolidated Financial Statements

Table of Contents

Piper Sandler Companies

Consolidated Statements of Comprehensive Income

(Unaudited)


		Three Months Ended				Three Months Ended				Nine Months Ended
		March 31,				September 30,				September 30,
(Amounts in thousands)	(Amounts in thousands)	2023		2022			(Amounts in thousands)	2023		2022		2023		2022
Net income		$	33,446	$	24,658
Net income/(loss)							Net income/(loss)	$	(13,677)	$	10,733	$	34,400	$	63,166

Other comprehensive income/(loss), net of tax:	Other comprehensive income/(loss), net of tax:						Other comprehensive income/(loss), net of tax:
Foreign currency translation adjustment	Foreign currency translation adjustment	955		(686)			Foreign currency translation adjustment	(1,209)		(884)		525		(2,880)

Comprehensive income		34,401		23,972
Comprehensive income/(loss)							Comprehensive income/(loss)	(14,886)		9,849		34,925		60,286

Comprehensive income/(loss) applicable to noncontrolling interests	Comprehensive income/(loss) applicable to noncontrolling interests	7,812		(11,993)			Comprehensive income/(loss) applicable to noncontrolling interests	(17,555)		(3,799)		934		(9,407)

Comprehensive income applicable to Piper Sandler Companies	Comprehensive income applicable to Piper Sandler Companies	$	26,589	$	35,965		Comprehensive income applicable to Piper Sandler Companies	$	2,669	$	13,648	$	33,991	$	69,693

See Notes to the Consolidated Financial Statements

Table of Contents

Piper Sandler Companies

Consolidated Statements of Changes in Shareholders' Equity

(Unaudited)


											Accumulated		Total																Accumulated		Total
		Common			Additional						Other		Common				Total			Common			Additional						Other		Common				Total
(Amounts in thousands,	(Amounts in thousands,	Shares	Common		Paid-In		Retained		Treasury		Comprehensive		Shareholders'		Noncontrolling		Shareholders'		(Amounts in thousands,	Shares	Common		Paid-In		Retained		Treasury		Comprehensive		Shareholders'		Noncontrolling		Shareholders'
except share amounts)	except share amounts)	Outstanding	Stock		Capital		Earnings		Stock		Loss		Equity		Interests		Equity		except share amounts)	Outstanding	Stock		Capital		Earnings		Stock		Loss		Equity		Interests		Equity
Balance at December 31, 2022	Balance at December 31, 2022	13,673,064	$	195	$	1,044,719	$	453,311	$	(441,653)	$	(2,499)	$	1,054,073	$	199,955	$	1,254,028	Balance at December 31, 2022	13,673,064	$	195	$	1,044,719	$	453,311	$	(441,653)	$	(2,499)	$	1,054,073	$	199,955	$	1,254,028
Net income	Net income	—	—		—		25,634		—		—		25,634		7,812		33,446		Net income	—	—		—		25,634		—		—		25,634		7,812		33,446
Dividends	Dividends	—	—		—		(50,861)		—		—		(50,861)		—		(50,861)		Dividends	—	—		—		(50,861)		—		—		(50,861)		—		(50,861)
Amortization/issuance of restricted stock (1)	Amortization/issuance of restricted stock (1)	—	—		67,682		—		—		—		67,682		—		67,682		Amortization/issuance of restricted stock (1)	—	—		67,682		—		—		—		67,682		—		67,682

Issuance of treasury shares for restricted stock vestings	Issuance of treasury shares for restricted stock vestings	1,584,696	—		(121,284)		—		121,284		—		—		—		—		Issuance of treasury shares for restricted stock vestings	1,584,696	—		(121,284)		—		121,284		—		—		—		—
Repurchase of common stock from employees	Repurchase of common stock from employees	(426,031)	—		—		—		(60,831)		—		(60,831)		—		(60,831)		Repurchase of common stock from employees	(426,031)	—		—		—		(60,831)		—		(60,831)		—		(60,831)
Shares reserved/issued for director compensation	Shares reserved/issued for director compensation	1,398	—		192		—		—		—		192		—		192		Shares reserved/issued for director compensation	1,398	—		192		—		—		—		192		—		192
Other comprehensive income	Other comprehensive income	—	—		—		—		—		955		955		—		955		Other comprehensive income	—	—		—		—		—		955		955		—		955
Fund capital distributions, net	Fund capital distributions, net	—	—		—		—		—		—		—		(5,048)		(5,048)		Fund capital distributions, net	—	—		—		—		—		—		—		(5,048)		(5,048)
Balance at March 31, 2023	Balance at March 31, 2023	14,833,127	$	195	$	991,309	$	428,084	$	(381,200)	$	(1,544)	$	1,036,844	$	202,719	$	1,239,563	Balance at March 31, 2023	14,833,127	$	195	$	991,309	$	428,084	$	(381,200)	$	(1,544)	$	1,036,844	$	202,719	$	1,239,563
Net income																			Net income	—	—		—		3,954		—		—		3,954		10,677		14,631
Dividends																			Dividends	—	—		—		(13,271)		—		—		(13,271)		—		(13,271)
Amortization/issuance of restricted stock (1)																			Amortization/issuance of restricted stock (1)	—	—		6,693		—		—		—		6,693		—		6,693

Issuance of treasury shares for restricted stock vestings																			Issuance of treasury shares for restricted stock vestings	261,531	—		(21,158)		—		21,158		—		—		—		—
Repurchase of common stock from employees																			Repurchase of common stock from employees	(21,423)	—		—		—		(2,886)		—		(2,886)		—		(2,886)
Shares reserved/issued for director compensation																			Shares reserved/issued for director compensation	4,930	—		639		—		—		—		639		—		639
Other comprehensive income																			Other comprehensive income	—	—		—		—		—		779		779		—		779
Fund capital contributions, net																			Fund capital contributions, net	—	—		—		—		—		—		—		12,323		12,323
Balance at June 30, 2023																			Balance at June 30, 2023	15,078,165	$	195	$	977,483	$	418,767	$	(362,928)	$	(765)	$	1,032,752	$	225,719	$	1,258,471
Net income/(loss)																			Net income/(loss)	—	—		—		3,878		—		—		3,878		(17,555)		(13,677)
Dividends																			Dividends	—	—		—		(10,076)		—		—		(10,076)		—		(10,076)
Amortization/issuance of restricted stock (1)																			Amortization/issuance of restricted stock (1)	—	—		12,809		—		—		—		12,809		—		12,809

Issuance of treasury shares for restricted stock vestings																			Issuance of treasury shares for restricted stock vestings	69,993	—		(5,685)		—		5,685		—		—		—		—
Repurchase of common stock from employees																			Repurchase of common stock from employees	(26,900)	—		—		—		(3,903)		—		(3,903)		—		(3,903)
Shares reserved/issued for director compensation																			Shares reserved/issued for director compensation	934	—		125		—		—		—		125		—		125
Other comprehensive loss																			Other comprehensive loss	—	—		—		—		—		(1,209)		(1,209)		—		(1,209)
Fund capital distributions, net																			Fund capital distributions, net	—	—		—		—		—		—		—		(23,812)		(23,812)
Balance at September 30, 2023																			Balance at September 30, 2023	15,122,192	$	195	$	984,732	$	412,569	$	(361,146)	$	(1,974)	$	1,034,376	$	184,352	$	1,218,728
Continued on next page																			Continued on next page

Balance at December 31, 2021		14,129,519	$	195	$	925,387	$	450,165	$	(312,573)	$	(964)	$	1,062,210	$	164,645	$	1,226,855
Net income/(loss)		—	—		—		36,651		—		—		36,651		(11,993)		24,658
Dividends		—	—		—		(81,390)		—		—		(81,390)		—		(81,390)
Amortization/issuance of restricted stock (1)		—	—		114,048		—		—		—		114,048		—		114,048

Repurchase of common stock through share repurchase program		(653,029)	—		—		—		(92,945)		—		(92,945)		—		(92,945)
Issuance of treasury shares for restricted stock vestings		854,668	—		(50,934)		—		50,934		—		—		—		—
Repurchase of common stock from employees		(136,440)	—		—		—		(20,927)		—		(20,927)		—		(20,927)
Shares reserved/issued for director compensation		2,038	—		253		—		—		—		253		—		253
Other comprehensive loss		—	—		—		—		—		(686)		(686)		—		(686)
Fund capital distributions, net		—	—		—		—		—		—		—		(13,503)		(13,503)
Balance at March 31, 2022		14,196,756	$	195	$	988,754	$	405,426	$	(375,511)	$	(1,650)	$	1,017,214	$	139,149	$	1,156,363

Table of Contents

Piper Sandler Companies

Consolidated Statements of Changes in Shareholders' Equity - Continued

(Unaudited)


										Accumulated		Total
	Common			Additional						Other		Common				Total
(Amounts in thousands,	Shares	Common		Paid-In		Retained		Treasury		Comprehensive		Shareholders'		Noncontrolling		Shareholders'
except share amounts)	Outstanding	Stock		Capital		Earnings		Stock		Loss		Equity		Interests		Equity
Balance at December 31, 2021	14,129,519	$	195	$	925,387	$	450,165	$	(312,573)	$	(964)	$	1,062,210	$	164,645	$	1,226,855
Net income/(loss)	—	—		—		36,651		—		—		36,651		(11,993)		24,658
Dividends	—	—		—		(81,390)		—		—		(81,390)		—		(81,390)
Amortization/issuance of restricted stock (1)	—	—		114,048		—		—		—		114,048		—		114,048

Repurchase of common stock through share repurchase program	(653,029)	—		—		—		(92,945)		—		(92,945)		—		(92,945)
Issuance of treasury shares for restricted stock vestings	854,668	—		(50,934)		—		50,934		—		—		—		—
Repurchase of common stock from employees	(136,440)	—		—		—		(20,927)		—		(20,927)		—		(20,927)
Shares reserved/issued for director compensation	2,038	—		253		—		—		—		253		—		253
Other comprehensive loss	—	—		—		—		—		(686)		(686)		—		(686)
Fund capital distributions, net	—	—		—		—		—		—		—		(13,503)		(13,503)
Balance at March 31, 2022	14,196,756	$	195	$	988,754	$	405,426	$	(375,511)	$	(1,650)	$	1,017,214	$	139,149	$	1,156,363
Net income	—	—		—		21,390		—		—		21,390		6,385		27,775
Dividends	—	—		—		(8,410)		—		—		(8,410)		—		(8,410)
Amortization/issuance of restricted stock (1)	—	—		17,612		—		—		—		17,612		—		17,612

Repurchase of common stock through share repurchase program	(415,358)	—		—		—		(49,991)		—		(49,991)		—		(49,991)
Issuance of treasury shares for restricted stock vestings	10,207	—		(738)		—		738		—		—		—		—
Repurchase of common stock from employees	(2,633)	—		—		—		(331)		—		(331)		—		(331)
Shares reserved/issued for director compensation	3,696	—		465		—		—		—		465		—		465
Other comprehensive loss	—	—		—		—		—		(1,310)		(1,310)		—		(1,310)
Fund capital contributions, net	—	—		—		—		—		—		—		35,462		35,462
Balance at June 30, 2022	13,792,668	$	195	$	1,006,093	$	418,406	$	(425,095)	$	(2,960)	$	996,639	$	180,996	$	1,177,635
Net income/(loss)	—	—		—		14,532		—		—		14,532		(3,799)		10,733
Dividends	—	—		—		(9,214)		—		—		(9,214)		—		(9,214)
Amortization/issuance of restricted stock (1)	—	—		20,936		—		—		—		20,936		—		20,936

Repurchase of common stock through share repurchase program	(176,626)	—		—		—		(18,853)		—		(18,853)		—		(18,853)
Issuance of treasury shares for restricted stock vestings	64,895	—		(4,814)		—		4,814		—		—		—		—
Repurchase of common stock from employees	(22,291)	—		—		—		(2,755)		—		(2,755)		—		(2,755)
Shares reserved/issued for director compensation	750	—		85		—		—		—		85		—		85
Other comprehensive loss	—	—		—		—		—		(884)		(884)		—		(884)
Fund capital contributions, net	—	—		—		—		—		—		—		15,086		15,086
Balance at September 30, 2022	13,659,396	$	195	$	1,022,300	$	423,724	$	(441,889)	$	(3,844)	$	1,000,486	$	192,283	$	1,192,769

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

See Notes to the Consolidated Financial Statements

Table of Contents

Piper Sandler Companies

Consolidated Statements of Cash Flows

(Unaudited)


		Three Months Ended					Nine Months Ended
		March 31,					September 30,
(Amounts in thousands)	(Amounts in thousands)	2023		2022		(Amounts in thousands)	2023		2022
Operating Activities:	Operating Activities:					Operating Activities:
Net income	Net income	$	33,446	$	24,658	Net income	$	34,400	$	63,166
Adjustments to reconcile net income to net cash used in operating activities:	Adjustments to reconcile net income to net cash used in operating activities:					Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of fixed assets	Depreciation and amortization of fixed assets	4,426		3,609		Depreciation and amortization of fixed assets	13,530		11,398
Deferred income taxes	Deferred income taxes	(8,191)		7,251		Deferred income taxes	(3,168)		(8,623)
Stock-based compensation	Stock-based compensation	27,502		31,983		Stock-based compensation	62,747		92,654
Amortization of intangible assets	Amortization of intangible assets	4,904		2,921		Amortization of intangible assets	14,641		10,083
Amortization of forgivable loans	Amortization of forgivable loans	2,614		2,089		Amortization of forgivable loans	7,722		6,717
Decrease/(increase) in operating assets:	Decrease/(increase) in operating assets:					Decrease/(increase) in operating assets:
Receivables from brokers, dealers and clearing organizations	Receivables from brokers, dealers and clearing organizations	173,604		75,716		Receivables from brokers, dealers and clearing organizations	(37,632)		22,328
Net financial instruments and other inventory positions owned	Net financial instruments and other inventory positions owned	(64,989)		(61,708)		Net financial instruments and other inventory positions owned	(19,689)		(122,552)
Investments	Investments	(8,019)		23,206		Investments	15,498		(24,030)
Other assets	Other assets	(1,979)		1,753		Other assets	893		(24,697)
Increase/(decrease) in operating liabilities:	Increase/(decrease) in operating liabilities:					Increase/(decrease) in operating liabilities:
Payables to brokers, dealers and clearing organizations	Payables to brokers, dealers and clearing organizations	(603)		(10,864)		Payables to brokers, dealers and clearing organizations	7,207		13,677
Accrued compensation	Accrued compensation	(362,236)		(601,748)		Accrued compensation	(246,241)		(420,730)
Other liabilities and accrued expenses	Other liabilities and accrued expenses	(2,385)		16,892		Other liabilities and accrued expenses	2,714		(5,069)

Net cash used in operating activities	Net cash used in operating activities	(201,906)		(484,242)		Net cash used in operating activities	(147,378)		(385,678)

Investing Activities:	Investing Activities:					Investing Activities:
Business acquisitions, net of cash acquired	Business acquisitions, net of cash acquired	—		(24,958)		Business acquisitions, net of cash acquired	—		(33,044)
Purchases of fixed assets, net	Purchases of fixed assets, net	(1,855)		(4,733)		Purchases of fixed assets, net	(8,288)		(24,547)

Net cash used in investing activities	Net cash used in investing activities	(1,855)		(29,691)		Net cash used in investing activities	(8,288)		(57,591)

Financing Activities:	Financing Activities:					Financing Activities:

Payment of cash dividend	Payment of cash dividend	(50,861)		(81,390)		Payment of cash dividend	(74,208)		(99,014)
Decrease in noncontrolling interests		(5,048)		(13,503)
Increase/(decrease) in noncontrolling interests						Increase/(decrease) in noncontrolling interests	(16,537)		37,045
Repurchase of common stock	Repurchase of common stock	(60,831)		(113,872)		Repurchase of common stock	(67,620)		(185,802)

Net cash used in financing activities	Net cash used in financing activities	(116,740)		(208,765)		Net cash used in financing activities	(158,365)		(247,771)

Currency adjustment:	Currency adjustment:					Currency adjustment:
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	845		(1,228)		Effect of exchange rate changes on cash	282		(5,436)

Net decrease in cash and cash equivalents	Net decrease in cash and cash equivalents	(319,656)		(723,926)		Net decrease in cash and cash equivalents	(313,749)		(696,476)

Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	365,624		970,965		Cash and cash equivalents at beginning of period	365,624		970,965

Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	45,968	$	247,039	Cash and cash equivalents at end of period	$	51,875	$	274,489

Supplemental disclosure of cash flow information:	Supplemental disclosure of cash flow information:					Supplemental disclosure of cash flow information:
Cash paid during the period for:	Cash paid during the period for:					Cash paid during the period for:
Interest	Interest	$	2,549	$	1,837	Interest	$	7,750	$	7,211
Income taxes	Income taxes	$	737	$	8,277	Income taxes	$	21,646	$	60,287

See Notes to the Consolidated Financial Statements

Table of Contents

Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

Index

Table of Contents

Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

Note 1 Organization and Basis of Presentation

Organization

Piper Sandler Companies is the parent company of Piper Sandler & Co. ("Piper Sandler"), a securities broker dealer and investment banking firm; Piper Sandler Ltd., a firm providing securities brokerage and mergers and acquisitions services in the United Kingdom; Piper Sandler Finance LLC, which facilitates corporate debt underwriting in conjunction with affiliated credit vehicles; Piper Sandler Investment Group Inc., PSC Capital Management LLC, PSC Capital Management II LLC and PSC Capital Management III LLC, entities providing alternative asset management services; Piper Sandler Loan Strategies, LLC, which provides management services for primary and secondary market liquidity transactions of loan and servicing rights; Piper Sandler Hedging Services, LLC, an entity that assists clients with hedging strategies; Piper Sandler Financial Products Inc. and Piper Sandler Financial Products II Inc., entities that facilitate derivative transactions; and other immaterial subsidiaries.

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

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and the rules and regulations of the Securities and Exchange Commission ("SEC"). Pursuant to this guidance, certain information and disclosures have been omitted that are included within the complete annual financial statements. Except as disclosed herein, there have been no material changes in the information reported in the financial statements and related disclosures in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

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

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

Note 2 Summary of Significant Accounting Policies

Refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2022 for a full description of the Company's significant accounting policies.

910

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

Note 3 Acquisitions

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

DBO Partners Holding LLC

On October 7, 2022, the Company completed the acquisition of DBO Partners Holding LLC, including its subsidiary, DBO Partners LLC (collectively, "DBO Partners"), a technology investment banking firm. The acquisition expanded the scale of the Company's technology sector and added general partner advisory services.

The purchase price of $66.3 million consisted of cash consideration of $64.6 million and contingent consideration of $1.7 million, as detailed in the net assets acquired table below. As part of the acquisition, the Company granted 368,957 restricted shares valued at $39.9 million on the acquisition date. The restricted shares are subject to graded vesting, beginning on the second anniversary of the acquisition date, so long as the applicable employee remains continuously employed by the Company for such period. Compensation expense ~~will be~~is amortized on a straight-line basis over the requisite service period of five years. As discussed in Note 14, the Company also entered into acquisition-related compensation arrangements with certain employees of $17.4 million in restricted stock for retention purposes. These restricted shares are subject to ratable vesting and employees must fulfill service requirements in exchange for the rights to the restricted shares. Compensation expense ~~will be~~is amortized on a straight-line basis over the requisite service period (a weighted average service period of 4.9 years). As both restricted share grants compensate employees for future services, the value of the shares iswas not part of the purchase price.

Additional cash of up to $25.0 million may be earned (the "DBO Earnout") if a net revenue target is achieved during the performance period from January 1, 2023 to December 31, 2024. Of the total amount, up to $20.0 million may be earned by former partners with no service requirements. The Company recorded a $1.7 million liability as of the acquisition date for the fair value of this contingent consideration, which iswas included in the purchase price. Adjustments to this liability after the acquisition date are recorded as non-compensation expense on the consolidated statements of operations. As of September 30, 2023, the Company does not expect the portion of the DBO Earnout with no service requirements will be earned. As a result, the Company recorded a $1.7 million reversal of other operating expenses for the three and nine months ended September 30, 2023 related to this additional cash payment. The remaining $5.0 million may be earned by certain employees, whom are now employees of the Company, in exchange for service requirements. As this amount compensates employees for future services, the value iswas not part of the purchase price. Amounts estimated to be payable, if any, will be recorded as compensation expense on the consolidated statements of operations over the requisite service period. As of September 30, 2023, the Company has no accrual recorded for the portion of the DBO Earnout with service requirements. If earned, the DBO Earnout will be paid by March 31, 2025.

The Company recorded $57.3 million of goodwill on the consolidated statements of financial condition, all of which is expected to be deductible for income tax purposes. In management's opinion, the goodwill represents the reputation and operating expertise of DBO Partners. Identifiable intangible assets purchased by the Company consisted of customer relationships with an acquisition-date fair value of $10.4 million.

Transaction costs of $0.5 million and $0.9 million were incurred for the three and nine months ended September 30, 2022, respectively, and are included in restructuring and integration costs on the consolidated statements of operations.

Table of Contents

Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the acquisition, including measurement period adjustments:


(Amounts in thousands)
Assets
Cash and cash equivalents	$	575
Fixed assets	1,353
Goodwill	57,337
Intangible assets	10,390
Right-of-use lease asset	3,760
Other assets	414
Total assets acquired	73,829

Liabilities
Accrued compensation	1,167
Accrued lease liability	3,760
Other liabilities and accrued expenses	2,603
Total liabilities assumed	7,530

Net assets acquired	$	66,299

Stamford Partners LLP ("Stamford Partners")

On June 10, 2022, the Company completed the acquisition of Stamford Partners, a specialist investment bank offering mergers and acquisitions advisory services to European food and beverage and related consumer sectors. The acquisition expanded the Company's presence in Europe. The purchase price consisted of cash consideration, and restricted stock was granted for retention purposes.

The Company recorded $7.3 million of goodwill on the consolidated statements of financial condition, none of which is expected to be deductible for income tax purposes. In management's opinion, the goodwill represents the reputation and operating expertise of Stamford Partners. Identifiable intangible assets purchased by the Company consisted of customer relationships with an acquisition-date fair value of $1.8 million.

Cornerstone Macro Research LP

On February 4, 2022, the Company completed the acquisition of Cornerstone Macro Research LP, including its subsidiary, Cornerstone Macro LLC (collectively, "Cornerstone Macro"), a research firm focused on providing macro research and equity derivatives trading to institutional investors. The acquisition added a macro research team and increased the scale of the Company's equity brokerage operations.

The purchase price of $34.1 million consisted of cash consideration of $32.5 million and contingent consideration of $1.6 million, as detailed in the net assets acquired table below. As part of the acquisition, the Company granted 64,077 restricted shares valued at $9.7 million on the acquisition date. The restricted shares are subject to graded vesting on the fourth and fifth anniversaries of the acquisition date, so long as the applicable employee remains continuously employed by the Company for the respective vesting period. As these shares contain service conditions, the value of the shares iswas not part of the purchase price. Compensation expense ~~will be~~is amortized on a straight-line basis over the requisite service period of five years.

The Company also entered into acquisition-related compensation arrangements with certain employees of $10.7 million, which consisted of restricted stock ($7.5 million) and forgivable loans ($3.2 million), for retention purposes. As employees must fulfill service requirements in exchange for the rights to the restricted shares, compensation expense ~~will be~~is amortized on a straight-line basis over the requisite service period (a weighted average service period of 3.4 years). See Note 14 for further discussion. The loans will be forgiven, so long as the applicable employee remains continuously employed for the loan term. Compensation expense ~~will be~~is amortized on a straight-line basis over the respective loan term (a weighted average period of 3.6 years).

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Notes to the Consolidated Financial Statements

(Unaudited)

Additional cash of up to $27.8 million may be earned if a net revenue target is achieved during the performance period from July 1, 2022 to December 31, 2023. Of the total amount, up to $6.0 million may be earned by Cornerstone Macro's equity owners with no service requirements. If earned, this amount will be paid by March 31, 2024. The Company recorded a $1.6 million liability as of the acquisition date for the fair value of this contingent consideration, which iswas included in the purchase price. Adjustments to this liability after the acquisition date are recorded as non-compensation expense on the consolidated statements of operations. As of ~~March 31,~~September 30, 2023, the Company expects the maximum amount of $6.0 million will be earned and has accrued the full amount related to this additional cash payment. The remaining amount may be earned by the equity owners, whom are now employees of the Company, and certain employees in exchange for service requirements. As this amount compensates employees for future services, the value iswas not part of the purchase price. Amounts estimated to be payable, if any, will be recorded as compensation expense on the consolidated statements of operations over the requisite service period. If earned, amounts will be paid by June 30, 2025 and June 30, 2026. As of ~~March 31,~~September 30, 2023, the Company has accrued ~~$2.4~~$2.2 million related to this additional cash payment. The Company recorded ~~$0.5~~$0.3 million and ~~$0.1~~$0.5 million in compensation expense related to this additional cash payment for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022, respectively.

The Company recorded $9.6 million of goodwill on the consolidated statements of financial condition, all of which is expected to be deductible for income tax purposes. In management's opinion, the goodwill represents the reputation and operating expertise of Cornerstone Macro. Identifiable intangible assets purchased by the Company consisted of customer relationships with an acquisition-date fair value of $19.0 million.

Transaction costs of ~~$0.6~~$0.3 million and $1.0 million were incurred for the three and nine months ended ~~March 31,~~September 30, 2022, respectively, and are included in restructuring and integration costs on the consolidated statements of operations.

The following table summarizes the estimated fair values of assets acquired and liabilities assumed at the date of the acquisition, including measurement period adjustments:


(Amounts in thousands)
Assets
Cash and cash equivalents	$	6,885
Receivables from brokers, dealers and clearing organizations	2,941
Fixed assets	286
Goodwill	9,574
Intangible assets	19,000
Right-of-use lease asset	7,026
Other assets	4,451
Total assets acquired	50,163

Liabilities
Accrued compensation	4,672
Accrued lease liability	7,026
Other liabilities and accrued expenses	4,401
Total liabilities assumed	16,099

Net assets acquired	$	34,064

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

Pro Forma Financial Information

The results of operations of DBO Partners, Stamford Partners and Cornerstone Macro have been included in the Company's consolidated financial statements prospectively beginning on the respective acquisition dates. The acquisitions have been fully integrated with the Company's existing operations. Accordingly, post-acquisition revenues and net income are not discernible. The following unaudited pro forma financial data is presented on a combined basis and includes DBO Partners and Cornerstone Macro. Pro forma financial information for Stamford Partners is not presented as the acquisition is not material.

Based on the respective acquisition dates, the unaudited pro forma financial data assumes that the DBO Partners and Cornerstone Macro acquisitions had occurred on January 1, 2021, the beginning of the prior annual period in which the acquisitions occurred. Pro forma results have been prepared by adjusting the Company's historical results to include the results of operations of DBO Partners and Cornerstone Macro adjusted for the following significant changes: amortization expense was adjusted to account for the acquisition-date fair value of intangible assets; compensation and benefits expenses were adjusted to reflect the restricted stock issued as part of the respective acquisition, the restricted stock and forgivable loans issued for retention purposes, the earnouts with service conditions, and the cost that would have been incurred had certain employees been included in the Company's employee compensation arrangements; and the income tax effect of applying the Company's statutory tax rates to the results of operations of the respective acquisitions. The Company's consolidated unaudited pro forma information presented does not necessarily reflect the results of operations that would have resulted had the acquisitions been completed at the beginning of the applicable period presented, does not contemplate client account overlap and anticipated operational efficiencies of the combined entities, nor does it indicate the results of operations in future periods.

~~Three Months Ended~~

~~(Amounts in thousands)~~

~~March 31, 2022~~

~~Net revenues~~

~~397,584~~

~~Net income applicable to Piper Sandler Companies~~

~~43,940~~



	Three Months Ended		Nine Months Ended


(Amounts in thousands)	September 30, 2022		September 30, 2022
Net revenues	$	335,253	$	1,102,571
Net income applicable to Piper Sandler Companies	3,025		67,313

Note 4 Financial Instruments and Other Inventory Positions Owned and Financial Instruments and Other Inventory Positions Sold, but Not Yet Purchased


		March 31,		December 31,			September 30,		December 31,
(Amounts in thousands)	(Amounts in thousands)	2023		2022		(Amounts in thousands)	2023		2022
Financial instruments and other inventory positions owned:	Financial instruments and other inventory positions owned:					Financial instruments and other inventory positions owned:
Corporate securities:	Corporate securities:					Corporate securities:
Equity securities	Equity securities	$	794	$	1,490	Equity securities	$	—	$	1,490
Convertible securities	Convertible securities	149,228		94,552		Convertible securities	100,313		94,552
Fixed income securities	Fixed income securities	13,950		4,103		Fixed income securities	28,200		4,103
Municipal securities:	Municipal securities:					Municipal securities:
Taxable securities	Taxable securities	18,723		28,389		Taxable securities	40,954		28,389
Tax-exempt securities	Tax-exempt securities	145,395		151,465		Tax-exempt securities	148,480		151,465
Short-term securities	Short-term securities	33,658		14,386		Short-term securities	27,442		14,386

U.S. government agency securities	U.S. government agency securities	65,772		28,874		U.S. government agency securities	80,133		28,874
U.S. government securities	U.S. government securities	4,592		3,800		U.S. government securities	2,805		3,800
Derivative contracts	Derivative contracts	14,174		12,920		Derivative contracts	11,351		12,920
Total financial instruments and other inventory positions owned	Total financial instruments and other inventory positions owned	$	446,286	$	339,979	Total financial instruments and other inventory positions owned	$	439,678	$	339,979

Financial instruments and other inventory positions sold, but not yet purchased:	Financial instruments and other inventory positions sold, but not yet purchased:					Financial instruments and other inventory positions sold, but not yet purchased:
Corporate securities:	Corporate securities:					Corporate securities:
Equity securities	Equity securities	$	24,721	$	15,376	Equity securities	$	41,012	$	15,376
Fixed income securities	Fixed income securities	18,474		3,894		Fixed income securities	2,348		3,894

U.S. government agency securities						U.S. government agency securities	42,791		—
U.S. government securities	U.S. government securities	56,690		36,415		U.S. government securities	52,306		36,415
Derivative contracts	Derivative contracts	2,269		5,151		Derivative contracts	2,389		5,151
Total financial instruments and other inventory positions sold, but not yet purchased	Total financial instruments and other inventory positions sold, but not yet purchased	$	102,154	$	60,836	Total financial instruments and other inventory positions sold, but not yet purchased	$	140,846	$	60,836

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Notes to the Consolidated Financial Statements

(Unaudited)

At ~~March 31,~~September 30, 2023 and December 31, 2022, financial instruments and other inventory positions owned in the amount of ~~$98.5~~$55.7 million and $57.5 million, respectively, had been pledged as collateral for short-term financing arrangements.

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

Derivative Contract Financial Instruments

The Company uses interest rate and credit default swaps, interest rate locks, U.S. treasury bond futures and options, and equity option contracts as a means to manage risk in certain inventory positions. The Company also enters into interest rate and credit default swaps to facilitate customer transactions. Credit default swaps use rates based upon the Commercial Mortgage Backed Securities ("CMBX") index. The following describes the Company's derivatives by the type of transaction or security the instruments are economically hedging.

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

Trading securities derivatives: The Company enters into interest rate derivative contracts and uses U.S. treasury bond futures and options to hedge interest rate and market value risks primarily associated with its fixed income securities. These instruments use rates based upon the MMD, ~~LIBOR~~SOFR or SIFMA indices. The Company also enters into equity option contracts to hedge market value risk associated with its convertible securities.

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


		March 31, 2023						December 31, 2022							September 30, 2023						December 31, 2022
(Amounts in thousands)	(Amounts in thousands)	Derivative		Derivative		Notional		Derivative		Derivative		Notional		(Amounts in thousands)	Derivative		Derivative		Notional		Derivative		Derivative		Notional
Derivative Category	Derivative Category	Assets (1)		Liabilities (2)		Amount		Assets (1)		Liabilities (2)		Amount		Derivative Category	Assets (1)		Liabilities (2)		Amount		Assets (1)		Liabilities (2)		Amount
Interest rate	Interest rate													Interest rate
Customer matched-book	Customer matched-book	$	63,709	$	57,864	$	1,350,322	$	55,414	$	49,838	$	1,354,881	Customer matched-book	$	35,119	$	29,889	$	1,354,993	$	55,414	$	49,838	$	1,354,881
Trading securities	Trading securities	467		3,468		123,400		5,186		1,082		134,750		Trading securities	9,667		—		146,450		5,186		1,082		134,750

Equity options
Trading securities		146		—		2,836		—		—		—

		$	64,322	$	61,332	$	1,476,558	$	60,600	$	50,920	$	1,489,631

															$	44,786	$	29,889	$	1,501,443	$	60,600	$	50,920	$	1,489,631

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

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

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Notes to the Consolidated Financial Statements

(Unaudited)

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


			Three Months Ended						Three Months Ended			Nine Months Ended
(Amounts in thousands)	(Amounts in thousands)		March 31,				(Amounts in thousands)		September 30,			September 30,
Derivative Category	Derivative Category	Operations Category	2023		2022			Derivative Category	Operations Category	2023		2022		2023		2022
Interest rate derivative contract	Interest rate derivative contract	Investment banking	$	172	$	(243)		Interest rate derivative contract	Investment banking	$	(230)	$	(261)	$	(240)	$	(1,121)
Interest rate derivative contract	Interest rate derivative contract	Institutional brokerage	(7,009)		9,205			Interest rate derivative contract	Institutional brokerage	8,540		4,112		5,463		15,795

Equity option derivative contract		Institutional brokerage	(11)		—

			$	(6,848)	$	8,962
										$	8,310	$	3,851	$	5,223	$	14,674

Credit risk associated with the Company's derivatives is the risk that a derivative counterparty will not perform in accordance with the terms of the applicable derivative contract. Credit exposure associated with the Company's derivatives is driven by uncollateralized market movements in the fair value of the contracts with counterparties and is monitored regularly by the Company's financial risk committee. The Company considers counterparty credit risk in determining derivative contract fair value. The majority of the Company's derivative contracts are substantially collateralized by its counterparties, who are major financial institutions. The Company has a limited number of counterparties who are not required to post collateral. Based on market movements, the uncollateralized amounts representing the fair value of a derivative contract can become material, exposing the Company to the credit risk of these counterparties. As of ~~March 31,~~September 30, 2023, the Company had ~~$11.6~~$4.7 million of uncollateralized credit exposure with these counterparties (notional contract amount of ~~$153.8~~$152.3 million), including ~~$7.2~~$3.4 million of uncollateralized credit exposure with one counterparty.

Note 5 Fair Value of Financial Instruments

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

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

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Notes to the Consolidated Financial Statements

(Unaudited)

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

Cash Equivalents

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

Financial Instruments and Other Inventory Positions

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

Equity securities – Exchange traded equity securities are valued based on quoted prices from the exchange for identical assets or liabilities as of the period-end date. To the extent these securities are actively traded and valuation adjustments are not applied, they are categorized as Level I.

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

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

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

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

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

U.S. government agency securities – U.S. government agency securities include agency debt bonds and mortgage bonds. Agency debt bonds are valued by using either direct price quotes or price quotes for comparable bond securities and are categorized as Level II. Mortgage bonds include bonds secured by mortgages, mortgage pass-through securities, agency collateralized mortgage-obligation ("CMO") securities and agency interest-only securities. Mortgage pass-through securities, CMO securities and interest-only securities are valued using recently executed observable trades or other observable inputs, such as prepayment speeds and therefore are generally categorized as Level II. Mortgage bonds are valued using observable market inputs, such as market yields on spreads over U.S. treasury securities, or models based upon prepayment expectations. These securities are categorized as Level II.

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

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Notes to the Consolidated Financial Statements

(Unaudited)

Derivative contracts – Derivative contracts include interest rate swaps, interest rate locks, and U.S. treasury bond ~~futures and options, and equity option contracts.~~futures. These instruments derive their value from underlying assets, reference rates, indices or a combination of these factors. The Company's equity option derivative contracts are valued based on quoted prices from the exchange for identical assets or liabilities as of the period-end date. To the extent these contracts are actively traded and valuation adjustments are not applied, they are categorized as Level I. The majority of the Company's interest rate derivative contracts, including both interest rate swaps and interest rate locks, are valued using market standard pricing models based on the net present value of estimated future cash flows. The valuation models used do not involve material subjectivity as the methodologies do not entail significant judgment and the pricing inputs are market observable, including contractual terms, yield curves and measures of volatility. These instruments are classified as Level II within the fair value hierarchy. Certain interest rate locks transact in less active markets and are valued using valuation models that include the previously mentioned observable inputs and certain unobservable inputs that require significant judgment, such as the premium over the MMD curve. These instruments are classified as Level III.

Investments

The Company's investments valued at fair value include equity investments in private companies. Investments in private companies are valued based on an assessment of each underlying security, considering rounds of financing, the financial condition and operating results of the private company, third party transactions and market-based information, including comparable company transactions, trading multiples (e.g., multiples of revenue and earnings before interest, taxes, depreciation and amortization ("EBITDA")), discounted cash flow analyses and changes in market outlook, among other factors. These securities are categorized based on the lowest level of input that is significant to the fair value measurement.

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Notes to the Consolidated Financial Statements

(Unaudited)

The following table summarizes quantitative information about the significant unobservable inputs used in the fair value measurement of the Company's Level III financial instruments as of ~~March 31,~~September 30, 2023:

Valuation

Weighted

Valuation

Weighted

Technique

Unobservable Input

Range

Average (1)

Technique

Unobservable Input

Range

Average (1)

Assets

Financial instruments and other inventory positions owned:

Municipal securities:

Tax-exempt securities

Discounted cash flow

Expected recovery rate (% of par) (3)

0 - 25%

13.4%

Tax-exempt securities

Discounted cash flow

Expected recovery rate (% of par) (3)

0 - 25%

13.4%

Current yield (3)

10%

Current yield (3)

10%

Derivative contracts:

Interest rate locks

Discounted cash flow

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

2 - 50 bps

24.1 bps

Interest rate locks

Discounted cash flow

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

1 - 44 bps

21.8 bps

Investments at fair value:

Equity securities in private companies (2)

Market approach

Revenue multiple (3)

1 - 8 times

4.4 times

Equity securities in private companies (2)

Market approach

Revenue multiple (3)

1 - 8 times

5.1 times

EBITDA multiple (3)

11 - 18 times

13.8 times

EBITDA multiple (3)

11 - 17 times

14.6 times

Market comparable valuation multiple (3)

1 - 2 times

1.5 times

Market comparable valuation multiple (3)

1 - 2 times

1.4 times

Discounted cash flow

Discount rate (4)

20 - 25%

20.8%

Discounted cash flow

Discount rate (4)

19 - 25%

21.0%

Liabilities

Financial instruments and other inventory positions sold, but not yet purchased:

Derivative contracts:

Interest rate locks

Discounted cash flow

Premium over the MMD curve in bps (4)

1 - 50 bps

11.9 bps

Interest rate locks

Discounted cash flow

Premium over the MMD curve in bps (4)

3 - 21 bps

13.5 bps

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

(2)As of ~~March 31,~~September 30, 2023, the Company had ~~$201.4~~$204.2 million of Level III investments at fair value, of which ~~$68.1~~$52.8 million, or ~~33.8~~25.9 percent, was valued based on a recent round of independent financing.

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

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

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

The following table summarizes the valuation of the Company's financial instruments by pricing observability levels defined in FASB Accounting Standards Codification Topic 820, "Fair Value Measurement" ("ASC 820") as of ~~March 31,~~September 30, 2023:


								Counterparty											Counterparty
								and Cash											and Cash
								Collateral											Collateral
(Amounts in thousands)	(Amounts in thousands)	Level I		Level II		Level III		Netting (1)		Total		(Amounts in thousands)	Level I		Level II		Level III		Netting (1)		Total
Assets	Assets											Assets
Financial instruments and other inventory positions owned:	Financial instruments and other inventory positions owned:											Financial instruments and other inventory positions owned:
Corporate securities:	Corporate securities:											Corporate securities:
Equity securities		$	794	$	—	$	—	$	—	$	794

Convertible securities	Convertible securities	—		149,228		—		—		149,228		Convertible securities	$	—	$	100,313	$	—	$	—	$	100,313
Fixed income securities	Fixed income securities	—		13,950		—		—		13,950		Fixed income securities	—		28,200		—		—		28,200
Municipal securities:	Municipal securities:											Municipal securities:
Taxable securities	Taxable securities	—		18,723		—		—		18,723		Taxable securities	—		40,954		—		—		40,954
Tax-exempt securities	Tax-exempt securities	—		141,499		3,896		—		145,395		Tax-exempt securities	—		144,805		3,675		—		148,480
Short-term securities	Short-term securities	—		33,658		—		—		33,658		Short-term securities	—		27,442		—		—		27,442

U.S. government agency securities	U.S. government agency securities	—		65,772		—		—		65,772		U.S. government agency securities	—		80,133		—		—		80,133
U.S. government securities	U.S. government securities	4,592		—		—		—		4,592		U.S. government securities	2,805		—		—		—		2,805
Derivative contracts	Derivative contracts	146		63,734		442		(50,148)		14,174		Derivative contracts	—		32,580		12,206		(33,435)		11,351
Total financial instruments and other inventory positions owned	Total financial instruments and other inventory positions owned	5,532		486,564		4,338		(50,148)		446,286		Total financial instruments and other inventory positions owned	2,805		454,427		15,881		(33,435)		439,678

Cash equivalents	Cash equivalents	17,903		—		—		—		17,903		Cash equivalents	28,056		—		—		—		28,056

Investments at fair value (2)	Investments at fair value (2)	80,524		—		201,443		—		281,967		Investments at fair value (2)	53,937		—		204,173		—		258,110
Total assets	Total assets	$	103,959	$	486,564	$	205,781	$	(50,148)	$	746,156	Total assets	$	84,798	$	454,427	$	220,054	$	(33,435)	$	725,844

Liabilities	Liabilities											Liabilities
Financial instruments and other inventory positions sold, but not yet purchased:	Financial instruments and other inventory positions sold, but not yet purchased:											Financial instruments and other inventory positions sold, but not yet purchased:
Corporate securities:	Corporate securities:											Corporate securities:
Equity securities	Equity securities	$	24,721	$	—	$	—	$	—	$	24,721	Equity securities	$	41,012	$	—	$	—	$	—	$	41,012
Fixed income securities	Fixed income securities	—		18,474		—		—		18,474		Fixed income securities	—		2,348		—		—		2,348

U.S. government agency securities												U.S. government agency securities	—		42,791		—		—		42,791
U.S. government securities	U.S. government securities	56,690		—		—		—		56,690		U.S. government securities	52,306		—		—		—		52,306
Derivative contracts	Derivative contracts	—		57,555		3,777		(59,063)		2,269		Derivative contracts	—		26,815		3,074		(27,500)		2,389
Total financial instruments and other inventory positions sold, but not yet purchased	Total financial instruments and other inventory positions sold, but not yet purchased	$	81,411	$	76,029	$	3,777	$	(59,063)	$	102,154	Total financial instruments and other inventory positions sold, but not yet purchased	$	93,318	$	71,954	$	3,074	$	(27,500)	$	140,846

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

(2)Includes noncontrolling interests of ~~$208.4~~$189.4 million attributable to unrelated third party ownership in consolidated alternative asset management funds.

1920

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

The following table summarizes the valuation of the Company's financial instruments by pricing observability levels defined in ASC 820 as of December 31, 2022:


							Counterparty
							and Cash
							Collateral
(Amounts in thousands)	Level I		Level II		Level III		Netting (1)		Total
Assets
Financial instruments and other inventory positions owned:
Corporate securities:
Equity securities	$	1,490	$	—	$	—	$	—	$	1,490
Convertible securities	—		94,552		—		—		94,552
Fixed income securities	—		4,103		—		—		4,103
Municipal securities:
Taxable securities	—		28,389		—		—		28,389
Tax-exempt securities	—		147,578		3,887		—		151,465
Short-term securities	—		14,386		—		—		14,386

U.S. government agency securities	—		28,874		—		—		28,874
U.S. government securities	3,800		—		—		—		3,800
Derivative contracts	—		55,844		4,756		(47,680)		12,920
Total financial instruments and other inventory positions owned	5,290		373,726		8,643		(47,680)		339,979

Cash equivalents	323,143		—		—		—		323,143

Investments at fair value (2)	82,047		—		191,845		—		273,892
Total assets	$	410,480	$	373,726	$	200,488	$	(47,680)	$	937,014

Liabilities
Financial instruments and other inventory positions sold, but not yet purchased:
Corporate securities:
Equity securities	$	15,376	$	—	$	—	$	—	$	15,376
Fixed income securities	—		3,894		—		—		3,894


U.S. government securities	36,415		—		—		—		36,415
Derivative contracts	—		49,838		1,082		(45,769)		5,151
Total financial instruments and other inventory positions sold, but not yet purchased	$	51,791	$	53,732	$	1,082	$	(45,769)	$	60,836

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

(2)Includes noncontrolling interests of $200.7 million attributable to unrelated third party ownership in consolidated alternative asset management funds.

The Company's Level III assets were ~~$205.8~~$220.1 million (including noncontrolling interests of ~~$155.7~~$160.4 million) and $200.5 million (including noncontrolling interests of $148.7 million), or ~~27.6~~30.3 percent and 21.4 percent of financial instruments measured at fair value at ~~March 31,~~September 30, 2023 and December 31, 2022, respectively. There were $14.7 million of transfers of financial assets out of Level III for the ~~three~~nine months ended ~~March 31,~~September 30, 2023, primarily due to unobservable inputs becoming observable. At March 31, 2023, the Company's Level I investments at fair value included $14.7 million of equity securities subject to contractual sale restrictions. The sale restrictions will expire in the third quarter of 2023.

2021

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

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


																		Unrealized gains/																			Unrealized gains/
																		(losses) for assets/																			(losses) for assets/
		Balance at										Realized		Unrealized		Balance at		liabilities held at			Balance at										Realized		Unrealized		Balance at		liabilities held at
		December 31,						Transfers		Transfers		gains/		gains/		March 31,		March 31,			June 30,						Transfers		Transfers		gains/		gains/		September 30,		September 30,
(Amounts in thousands)	(Amounts in thousands)	2022		Purchases		Sales		in		out		(losses)		(losses)		2023		2023		(Amounts in thousands)	2023		Purchases		Sales		in		out		(losses)		(losses)		2023		2023
Assets	Assets																			Assets
Financial instruments and other inventory positions owned:	Financial instruments and other inventory positions owned:																			Financial instruments and other inventory positions owned:

Municipal securities:	Municipal securities:																			Municipal securities:

Tax-exempt securities	Tax-exempt securities	$	3,887	$	—	$	—	$	—	$	—	$	—	$	9	$	3,896	$	9	Tax-exempt securities	$	3,890	$	—	$	—	$	—	$	—	$	—	$	(215)	$	3,675	$	(215)

Derivative contracts	Derivative contracts	4,756		—		(2,353)		—		—		2,353		(4,314)		442		(239)		Derivative contracts	1,327		105		(190)		—		—		85		10,879		12,206		11,255
Total financial instruments and other inventory positions owned	Total financial instruments and other inventory positions owned	8,643		—		(2,353)		—		—		2,353		(4,305)		4,338		(230)		Total financial instruments and other inventory positions owned	5,217		105		(190)		—		—		85		10,664		15,881		11,040

Investments at fair value	Investments at fair value	191,845		12,948		(6,747)		—		(14,691)		(728)		18,816		201,443		9,066		Investments at fair value	208,837		9,539		(19,001)		—		—		14,001		(9,203)		204,173		4,810
Total assets	Total assets	$	200,488	$	12,948	$	(9,100)	$	—	$	(14,691)	$	1,625	$	14,511	$	205,781	$	8,836	Total assets	$	214,054	$	9,644	$	(19,191)	$	—	$	—	$	14,086	$	1,461	$	220,054	$	15,850

Liabilities	Liabilities																			Liabilities
Financial instruments and other inventory positions sold, but not yet purchased:	Financial instruments and other inventory positions sold, but not yet purchased:																			Financial instruments and other inventory positions sold, but not yet purchased:

Derivative contracts	Derivative contracts	$	1,082	$	—	$	140	$	—	$	—	$	(140)	$	2,695	$	3,777	$	2,850	Derivative contracts	$	730	$	—	$	60	$	—	$	—	$	(60)	$	2,344	$	3,074	$	3,035
Total financial instruments and other inventory positions sold, but not yet purchased	Total financial instruments and other inventory positions sold, but not yet purchased	$	1,082	$	—	$	140	$	—	$	—	$	(140)	$	2,695	$	3,777	$	2,850	Total financial instruments and other inventory positions sold, but not yet purchased	$	730	$	—	$	60	$	—	$	—	$	(60)	$	2,344	$	3,074	$	3,035


																		Unrealized gains/																			Unrealized gains/
																		(losses) for assets/																			(losses) for assets/
		Balance at										Realized		Unrealized		Balance at		liabilities held at			Balance at										Realized		Unrealized		Balance at		liabilities held at
		December 31,						Transfers		Transfers		gains/		gains/		March 31,		March 31,			June 30,						Transfers		Transfers		gains/		gains/		September 30,		September 30,
(Amounts in thousands)	(Amounts in thousands)	2021		Purchases		Sales		in		out		(losses)		(losses)		2022		2022		(Amounts in thousands)	2022		Purchases		Sales		in		out		(losses)		(losses)		2022		2022
Assets	Assets																			Assets
Financial instruments and other inventory positions owned:	Financial instruments and other inventory positions owned:																			Financial instruments and other inventory positions owned:

Municipal securities:	Municipal securities:																			Municipal securities:

Tax-exempt securities	Tax-exempt securities	$	247	$	—	$	—	$	—	$	—	$	—	$	17	$	264	$	17	Tax-exempt securities	$	259	$	—	$	—	$	—	$	—	$	—	$	8	$	267	$	8

Derivative contracts	Derivative contracts	726		450		—		—		—		(450)		8,424		9,150		9,150		Derivative contracts	12,123		200		(2,338)		—		—		2,138		3,452		15,575		6,848
Total financial instruments and other inventory positions owned	Total financial instruments and other inventory positions owned	973		450		—		—		—		(450)		8,441		9,414		9,167		Total financial instruments and other inventory positions owned	12,382		200		(2,338)		—		—		2,138		3,460		15,842		6,856

Investments at fair value	Investments at fair value	142,286		11,073		(18,252)		—		(172)		12,764		(12,904)		134,795		(202)		Investments at fair value	169,016		13,577		—		—		—		—		(3,685)		178,908		(3,685)
Total assets	Total assets	$	143,259	$	11,523	$	(18,252)	$	—	$	(172)	$	12,314	$	(4,463)	$	144,209	$	8,965	Total assets	$	181,398	$	13,777	$	(2,338)	$	—	$	—	$	2,138	$	(225)	$	194,750	$	3,171

Liabilities	Liabilities																			Liabilities
Financial instruments and other inventory positions sold, but not yet purchased:	Financial instruments and other inventory positions sold, but not yet purchased:																			Financial instruments and other inventory positions sold, but not yet purchased:

Derivative contracts	Derivative contracts	$	1,898	$	—	$	680	$	—	$	—	$	(680)	$	(778)	$	1,120	$	1,120	Derivative contracts	$	1,615	$	(655)	$	—	$	—	$	—	$	655	$	(660)	$	955	$	955
Total financial instruments and other inventory positions sold, but not yet purchased	Total financial instruments and other inventory positions sold, but not yet purchased	$	1,898	$	—	$	680	$	—	$	—	$	(680)	$	(778)	$	1,120	$	1,120	Total financial instruments and other inventory positions sold, but not yet purchased	$	1,615	$	(655)	$	—	$	—	$	—	$	655	$	(660)	$	955	$	955

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)


																	Unrealized gains/
																	(losses) for assets/
	Balance at										Realized		Unrealized		Balance at		liabilities held at
	December 31,						Transfers		Transfers		gains/		gains/		September 30,		September 30,
(Amounts in thousands)	2022		Purchases		Sales		in		out		(losses)		(losses)		2023		2023
Assets
Financial instruments and other inventory positions owned:



Municipal securities:

Tax-exempt securities	$	3,887	$	—	$	—	$	—	$	—	$	—	$	(212)	$	3,675	$	(212)


Derivative contracts	4,756		25		(2,468)		—		—		2,443		7,450		12,206		12,206
Total financial instruments and other inventory positions owned	8,643		25		(2,468)		—		—		2,443		7,238		15,881		11,994

Investments at fair value	191,845		28,675		(25,748)		—		(14,691)		13,273		10,819		204,173		15,429
Total assets	$	200,488	$	28,700	$	(28,216)	$	—	$	(14,691)	$	15,716	$	18,057	$	220,054	$	27,423

Liabilities
Financial instruments and other inventory positions sold, but not yet purchased:



Derivative contracts	$	1,082	$	(1,493)	$	140	$	—	$	—	$	1,353	$	1,992	$	3,074	$	3,074
Total financial instruments and other inventory positions sold, but not yet purchased	$	1,082	$	(1,493)	$	140	$	—	$	—	$	1,353	$	1,992	$	3,074	$	3,074


																	Unrealized gains/
																	(losses) for assets/
	Balance at										Realized		Unrealized		Balance at		liabilities held at
	December 31,						Transfers		Transfers		gains/		gains/		September 30,		September 30,
(Amounts in thousands)	2021		Purchases		Sales		in		out		(losses)		(losses)		2022		2022
Assets
Financial instruments and other inventory positions owned:




Municipal securities:

Tax-exempt securities	$	247	$	—	$	—	$	—	$	—	$	—	$	20	$	267	$	20



Derivative contracts	726		450		—		—		—		(450)		14,849		15,575		15,575
Total financial instruments and other inventory positions owned	973		450		—		—		—		(450)		14,869		15,842		15,595

Investments at fair value	142,286		53,250		(18,252)		—		(172)		12,936		(11,140)		178,908		1,734
Total assets	$	143,259	$	53,700	$	(18,252)	$	—	$	(172)	$	12,486	$	3,729	$	194,750	$	17,329

Liabilities
Financial instruments and other inventory positions sold, but not yet purchased:




Derivative contracts	$	1,898	$	—	$	680	$	—	$	—	$	(680)	$	(943)	$	955	$	955
Total financial instruments and other inventory positions sold, but not yet purchased	$	1,898	$	—	$	680	$	—	$	—	$	(680)	$	(943)	$	955	$	955

2123

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

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

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

Note 6 Variable Interest Entities ("VIEs")

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

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

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

Consolidated VIEs

The Company's consolidated VIEs at ~~March 31,~~September 30, 2023 included certain alternative asset management funds in which the Company has an investment and, as the managing partner, is deemed to have both the power to direct the most significant activities of the funds and the right to receive benefits (or the obligation to absorb losses) that could potentially be significant to these funds.

The following table presents information about the carrying value of the assets and liabilities of the VIEs that are consolidated by the Company and included on the consolidated statements of financial condition at ~~March 31,~~September 30, 2023. The assets can only be used to settle the liabilities of the respective VIE, and the creditors of the VIEs do not have recourse to the general credit of the Company. These VIEs have a combined ~~$50.0~~$56.0 million of bank line financing available with interest rates based on ~~either the Secured Overnight Financing Rate ("SOFR") or LIBOR~~SOFR plus an applicable margin. The assets and liabilities are presented prior to consolidation, and thus a portion of these assets and liabilities is eliminated in consolidation.


	Alternative Asset
(Amounts in thousands)	Management Funds
Assets


Investments	$	~~265,752~~240,666
Other assets	~~675~~623
Total assets	$	~~266,427~~241,289

Liabilities



Other liabilities and accrued expenses	$	~~8,873~~6,199
Total liabilities	$	~~8,873~~6,199

The Company has investments in a grantor trust which was established as part of a nonqualified deferred compensation plan. The Company is the primary beneficiary of the grantor trust. Accordingly, the assets and liabilities of the grantor trust are consolidated by the Company on the consolidated statements of financial condition. See Note 14 for additional information on the nonqualified deferred compensation plan.

2224

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

Nonconsolidated VIEs

The Company determined it is not the primary beneficiary of certain VIEs and, accordingly, does not consolidate them. These VIEs had net assets approximating $1.2 billion at ~~March 31,~~September 30, 2023 and December 31, 2022. The Company's exposure to loss from these VIEs is ~~$11.5~~$12.1 million, which is the carrying value of its capital contributions recorded in investments on the consolidated statements of financial condition at ~~March 31,~~September 30, 2023. The Company had no liabilities related to these VIEs at ~~March 31,~~September 30, 2023 and December 31, 2022. Furthermore, the Company has not provided financial or other support to these VIEs that it was not previously contractually required to provide as of ~~March 31,~~September 30, 2023.

Note 7 Receivables from and Payables to Brokers, Dealers and Clearing Organizations


		March 31,		December 31,			September 30,		December 31,
(Amounts in thousands)	(Amounts in thousands)	2023		2022		(Amounts in thousands)	2023		2022

Receivable from clearing organizations	Receivable from clearing organizations	$	112,838	$	285,957	Receivable from clearing organizations	$	317,768	$	285,957

Receivable from brokers and dealers	Receivable from brokers and dealers	10,539		10,942		Receivable from brokers and dealers	17,020		10,942

Other	Other	3,482		3,564		Other	3,307		3,564
Total receivables from brokers, dealers and clearing organizations	Total receivables from brokers, dealers and clearing organizations	$	126,859	$	300,463	Total receivables from brokers, dealers and clearing organizations	$	338,095	$	300,463


		March 31,		December 31,			September 30,		December 31,
(Amounts in thousands)	(Amounts in thousands)	2023		2022		(Amounts in thousands)	2023		2022

Payable to brokers and dealers	Payable to brokers and dealers	$	4,019	$	4,622	Payable to brokers and dealers	$	11,829	$	4,622

Total payables to brokers, dealers and clearing organizations	Total payables to brokers, dealers and clearing organizations	$	4,019	$	4,622	Total payables to brokers, dealers and clearing organizations	$	11,829	$	4,622

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

Note 8 Investments

The Company's investments include investments in private companies and partnerships.


		March 31,		December 31,			September 30,		December 31,
(Amounts in thousands)	(Amounts in thousands)	2023		2022		(Amounts in thousands)	2023		2022
Investments at fair value	Investments at fair value	$	281,967	$	273,892	Investments at fair value	$	258,110	$	273,892
Investments at cost	Investments at cost	509		509		Investments at cost	281		509
Investments accounted for under the equity method	Investments accounted for under the equity method	11,269		11,325		Investments accounted for under the equity method	11,837		11,325
Total investments	Total investments	293,745		285,726		Total investments	270,228		285,726

Less investments attributable to noncontrolling interests (1)		(208,365)		(200,687)
Less: Investments attributable to noncontrolling interests (1)						Less: Investments attributable to noncontrolling interests (1)	(189,440)		(200,687)
		$	85,380	$	85,039		$	80,788	$	85,039

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

At ~~March 31,~~September 30, 2023, investments carried on a cost basis had an estimated fair market value of ~~$0.5~~$0.3 million. Because valuation estimates were based upon management's judgment, investments carried at cost would be categorized as Level III assets in the fair value hierarchy, if they were carried at fair value.

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

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

Note 9 Other Assets


		March 31,		December 31,			September 30,		December 31,
(Amounts in thousands)	(Amounts in thousands)	2023		2022		(Amounts in thousands)	2023		2022
Fee receivables	Fee receivables	$	53,274	$	42,645	Fee receivables	$	46,467	$	42,645
Forgivable loans, net	Forgivable loans, net	19,932		20,667		Forgivable loans, net	15,190		20,667
Prepaid expenses	Prepaid expenses	15,145		18,664		Prepaid expenses	22,791		18,664

Income tax receivables						Income tax receivables	14,715		—
Other(1)	Other(1)	22,752		24,049		Other(1)	16,224		24,049
Total other assets	Total other assets	$	111,103	$	106,025	Total other assets	$	115,387	$	106,025

(1)As of December 31, 2022, the Company had a $7.5 million financing receivable included in other assets. This balance was written off in the second quarter of 2023 as it was deemed uncollectible. The write-off is included in other operating expenses on the consolidated statements of operations.

Note 10 Short-Term Financing

The Company has an unsecured $75 million revolving credit facility with U.S. Bank N.A. The credit agreement will terminate on December 19, 2025, unless otherwise terminated, and is subject to a one-year extension exercisable at the option of the Company. This credit facility includes customary events of default and covenants that, among other things, require the Company's U.S. broker dealer subsidiary to maintain a minimum regulatory net capital of $120 million, limit the Company's leverage ratio, require maintenance of a minimum ratio of operating cash flow to fixed charges, and impose certain limitations on the Company's ability to make acquisitions and make payments on its capital stock. At ~~March 31,~~September 30, 2023, there were no advances against this credit facility.

The Company's committed short-term bank line financing at ~~March 31,~~September 30, 2023 consisted of a one-year $80 million committed revolving credit facility with U.S. Bank N.A., which has been renewed annually in the fourth quarter of each year since 2008. Advances under this facility are secured by certain marketable securities. The facility includes a covenant that requires the Company's U.S. broker dealer subsidiary to maintain a minimum regulatory net capital of $120 million, and the unpaid principal amount of all advances under this facility will be due on December 8, 2023. The Company pays a nonrefundable commitment fee on the unused portion of the facility on a quarterly basis. At ~~March 31,~~September 30, 2023, the Company had no advances against this line of credit.

Note 11 Legal Contingencies

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

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

The Company ~~has established reserves~~accrues for potential losses ~~that are probable and reasonably estimable that may result~~resulting from pending and potential legal actions, investigations and regulatory ~~proceedings. Reasonably possible~~proceedings when such losses ~~in excess of amounts accrued at March 31, 2023~~ are ~~not material.~~probable and reasonably estimable. In many cases, however, it is inherently difficult to determine whether any loss is probable or even possible or to estimate the amount or range of any potential loss, particularly where proceedings may be in relatively early stages or where plaintiffs are seeking substantial or indeterminate damages. Matters frequently need to ~~be more developed~~develop before a probability of loss can be determined or range of loss can reasonably be estimated.

~~Table of Contents~~

~~Piper Sandler Companies~~

~~Notes to the Consolidated Financial Statements~~

~~(Unaudited)~~

Given uncertainties regarding the timing, scope, volume and outcome of pending and potential legal actions, investigations and regulatory proceedings and other factors, the amounts of ~~reserves~~accruals and ranges of reasonably possible losses are difficult to determine and of necessity subject to future revision. Subject to the foregoing, management of the Company believes, based on currently available information, after consultation with outside legal counsel and taking into account ~~its established reserves,~~any prior accruals, that pending legal actions, investigations and regulatory proceedings will be resolved with no material adverse effect on the consolidated statements of financial condition, results of operations or cash flows of the ~~Company. However, if during any period a potential adverse contingency should become probable or resolved for an amount~~Company, except as described in ~~excess of~~ the established reserves, the results of operations and cash flows in that period and the financial condition as of the end of that period could be materially adversely affected. In addition, there can be no assurance that material losses will not be incurred from claims that have not yet been brought to the Company's attention or are not yet determined to be reasonably possible.next paragraph.

The SEC is conducting an investigation of the Company regarding compliance with recordkeeping requirements for business-related communications sent over unapproved electronic messaging channels. The SEC has brought several recent enforcement actions relating to recordkeeping practices, and it is currently conducting numerous similar investigations of other ~~financial institutions.~~registered broker dealers and registered investment advisors. The Company is cooperating with the investigation. NoCurrently, the Company is engaged in settlement negotiations with the SEC to resolve this investigation and anticipates that the resolution will include the payment of a civil money penalty. As of September 30, 2023, the Company accrued $15.0 million as an estimated civil penalty related to this investigation, which is included in other operating expenses on the consolidated statements of operations for the three and nine months ended September 30, 2023. The Company is also cooperating with a similar investigation being conducted by the Commodity Futures Trading Commission (the "CFTC"). The Company has not accrued a loss contingency ~~has been reflected in~~related to the ~~Company's consolidated financial statements as this contingency~~CFTC investigation because it is neither probable nor reasonably estimable at this time. ~~Management~~

If during any period a potential adverse contingency becomes probable or is ~~currently unable to estimate a~~resolved for an amount in excess of the established accrual, the results of operations and cash flows in that period and the financial condition as of the end of that period could be materially adversely affected. At September 30, 2023, the high end of the range of reasonably ~~possible loss related~~estimable losses in excess of amounts accrued was approximately $5.0 million. In addition, there can be no assurance that material losses will not be incurred from claims that have not yet been brought to ~~this investigation.~~the Company's attention or are not yet determined to be reasonably possible.

Note 12 Restructuring and Integration Costs

The Company incurred the following restructuring and integration ~~costs in conjunction with its acquisition activity:~~costs:

~~Three Months Ended~~

~~(Amounts in thousands)~~

~~March 31, 2022~~

~~Severance, benefits and outplacement~~

~~451~~

~~Total restructuring costs~~

~~451~~

~~Integration costs~~

~~796~~

~~Total restructuring and integration costs~~

~~1,247~~


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(Amounts in thousands)	2023		2022		2023		2022
Vacated leased office space	$	—	$	5,548	$	896	$	5,548
Severance, benefits and outplacement	—		(53)		2,937		535

Total restructuring costs	—		5,495		3,833		6,083

Integration costs	—		972		70		3,240

Total restructuring and integration costs	$	—	$	6,467	$	3,903	$	9,323

Note 13 Shareholders' Equity

Dividends

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

Table of Contents

Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

During the ~~three~~nine months ended ~~March 31,~~September 30, 2023, the Company declared and paid ~~both a~~ quarterly cash dividends on its common stock, aggregating $1.80 per share, and a special cash dividend on its common stock of ~~$0.60 and~~ $1.25 per ~~share, respectively.~~share. The special cash dividend ~~relates~~related to the Company's fiscal year 2022 results. Total dividends paid, including accrued forfeitable dividends paid on restricted stock vestings, were ~~$50.9~~$74.2 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2023.

On ~~May 2,~~October 27, 2023, the board of directors declared a quarterly cash dividend on its common stock of $0.60 per share to be paid on ~~June 9,~~December 8, 2023, to shareholders of record as of the close of business on ~~May 26,~~November 21, 2023.

~~Table of Contents~~

~~Piper Sandler Companies~~

~~Notes to the Consolidated Financial Statements~~

~~(Unaudited)~~

Share Repurchases

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

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

Effective Date

Authorized Amount

Expiration Date

Remaining Authorization at ~~March 31,~~September 30, 2023

May 6, 2022

$150.0 million

December 31, 2024

$138.2 million

January 1, 2022

$150.0 million

December 31, 2023

$—

The following table summarizes the Company's repurchase activity:


		Three Months Ended					Nine Months Ended
		March 31,					September 30,
		2023		2022			2023		2022
Shares repurchased pursuant to repurchase authorizations	Shares repurchased pursuant to repurchase authorizations					Shares repurchased pursuant to repurchase authorizations
Common shares repurchased	Common shares repurchased	—		653,029		Common shares repurchased	—		1,245,013
Aggregate purchase price (in millions)	Aggregate purchase price (in millions)	$	—	$	92.9	Aggregate purchase price (in millions)	$	—	$	161.8
Average price per share	Average price per share	$	—	$	142.33	Average price per share	$	—	$	129.95

Shares repurchased from employees related to employment tax obligations	Shares repurchased from employees related to employment tax obligations					Shares repurchased from employees related to employment tax obligations
Common shares repurchased	Common shares repurchased	426,031		136,440		Common shares repurchased	474,354		161,364
Aggregate purchase price (in millions)	Aggregate purchase price (in millions)	$	60.8	$	20.9	Aggregate purchase price (in millions)	$	67.6	$	24.0
Average price per share	Average price per share	$	142.79	$	153.38	Average price per share	$	142.55	$	148.82

Issuance of Shares

The Company issues common shares out of treasury stock as a result of employee restricted share vesting and exercise transactions as discussed in Note 14. During the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022, the Company issued ~~1,584,696~~1,916,220 shares and ~~854,668~~929,770 shares, respectively, related to these obligations.

Noncontrolling Interests

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

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

Ownership interests in entities held by parties other than the Company's common shareholders are presented as noncontrolling interests within shareholders' equity, separate from the Company's own equity. Revenues, expenses and net income or loss are reported on the consolidated statements of operations on a consolidated basis, which includes amounts attributable to both the Company's common shareholders and noncontrolling interests. Net income or loss is then allocated between the Company and noncontrolling interests based upon their relative ownership interests. Net income applicable to noncontrolling interests is deducted from consolidated net income to determine net income applicable to the Company. ~~There was no~~The Company does not have other comprehensive income or loss attributed to noncontrolling ~~interests for the three months ended March 31, 2023 and 2022.~~interests.

~~Table of Contents~~

~~Piper Sandler Companies~~

~~Notes to the Consolidated Financial Statements~~

~~(Unaudited)~~

Note 14 Compensation Plans

Stock-Based Compensation Plans

The Company has ~~four~~three outstanding stock-based compensation plans: the Amended and Restated 2003 Annual and Long-Term Incentive Plan (the "Incentive ~~Plan"), the 2019 Employment Inducement Award Plan (the "2019 Inducement~~ Plan"), the 2020 Employment Inducement Award Plan (the "2020 Inducement Plan") and the 2022 Employment Inducement Award Plan (the "2022 Inducement Plan"). The Company's equity awards are recognized on the consolidated statements of operations at grant date fair value over the service period of the award, less forfeitures.

The following table provides a summary of the Company's outstanding equity awards (in shares or ~~units)~~units, as applicable) as of ~~March 31,~~September 30, 2023:


Restricted stock related to compensation plans
Annual grants			~~746,377~~742,431
Sign-on grants			~~110,062~~91,914
Inducement grants			~~63,797~~


~~2019 Inducement Plan~~			~~47,353~~61,806

2020 Inducement Plan			~~597,472~~564,792

2022 Inducement Plan			~~161,030~~160,568

Total restricted stock related to compensation plans			~~1,726,091~~1,621,511

Restricted stock related to acquisitions (1)			~~1,260,203~~1,044,452

Total restricted stock			~~2,986,294~~2,665,963

Restricted stock units			181,193

Stock options			156,667

(1)Includes restricted stock with service conditions issued in conjunction with all acquisitions since January 1, 2020. See Note 3 for further discussion.

Incentive Plan

The Incentive Plan permits the grant of equity awards, including restricted stock, restricted stock units and non-qualified stock options, to the Company's employees and directors for up to ~~9.4~~10.9 million shares of common stock ~~(0.4~~(1.9 million shares remained available for future issuance under the Incentive Plan as of ~~March 31,~~September 30, 2023). The Company believes that such awards help align the interests of employees and directors with those of shareholders and serve as an employee retention tool. The Incentive Plan provides for accelerated vesting of awards if there is a severance event, a change in control of the Company (as defined in the Incentive Plan), in the event of a participant's death, and at the discretion of the compensation committee of the Company's board of directors.

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Piper Sandler Companies

Notes to the Consolidated Financial Statements

(Unaudited)

Restricted Stock Awards

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

~~Table of Contents~~

~~Piper Sandler Companies~~

~~Notes to the Consolidated Financial Statements~~

~~(Unaudited)~~

The Company's Annual Grants are made each year in February. Annual Grants vest ratably over three years in equal installments. The Annual Grants provide for continued vesting after termination of employment, so long as the employee does not violate certain post-termination restrictions set forth in the award agreement or any agreements entered into upon termination. The Company determined the service inception date precedes the grant date for the Annual Grants, and that the post-termination restrictions do not meet the criteria for an in-substance service condition, as defined by FASB Accounting Standards Codification Topic 718, "Compensation — Stock Compensation." Accordingly, restricted stock granted as part of the Annual Grants is expensed in the one-year period in which those awards are deemed to be earned, which is generally the calendar year preceding the February grant date. For example, the Company recognized compensation expense during fiscal year 2022 for its February 2023 Annual Grant. If an equity award related to the Annual Grants is forfeited as a result of violating the post-termination restrictions, the lower of the fair value of the award at grant date or the fair value of the award at the date of forfeiture is recorded within the consolidated statements of operations as a reversal of compensation expense.

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

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

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

Restricted Stock Units

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


	Maximum Payout Leverage
Grant Year	Performance Condition	Market Condition	Total
2023	100%	100%	200%
2022	75%	75%	150%
2021	75%	75%	150%
2020	75%	75%	150%
2019	75%	75%	150%

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Notes to the Consolidated Financial Statements

(Unaudited)

The fair value of the performance condition portion of the award was based on the closing price of the Company's common stock on the grant date. If the Company determines that it is probable that the performance condition will be achieved, compensation expense is amortized on a straight-line basis over the 36-month performance period. The Company reevaluates achievement of the performance condition by grant year each reporting period with changes in estimated outcomes accounted for using a cumulative effect adjustment to compensation expense. Compensation expense will be recognized only if the performance condition is met. Employees forfeit unvested restricted stock units upon termination of employment with a corresponding reversal of compensation expense. As of ~~March 31,~~September 30, 2023, the expected payout leverage for the performance condition portion of the award by grant year is as follows:


		Expected Payout		Expected Payout
Grant Year	Grant Year	Leverage	Grant Year	Leverage
2023	2023	65%	2023	47%
2022	2022	32%	2022	—%
2021	2021	75%	2021	75%

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


		Risk-free	Expected Stock
Grant Year	Vesting Year	Interest Rate	Price Volatility
2023	2026	4.35%	47.5%
2022	2025	1.80%	43.8%
2021	2024	0.23%	43.2%
2020	2023	1.40%	27.3%
2019	2022	2.50%	31.9%

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

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

Stock Options

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

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Notes to the Consolidated Financial Statements

(Unaudited)

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


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

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

Inducement Plans

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

The Company established the 2019 Employment Inducement Award Plan (the "2019 Inducement Plan") in conjunction with its acquisition of Weeden & Co. L.P. ("Weeden & Co."). On August 2, 2019, the Company granted $7.3 million (97,752 shares) in restricted stock. These restricted shares ~~are~~were subject to graded vesting ~~generally beginning on the third anniversary of the grant date~~ through August 2, 2023. The Company terminated the 2019 Inducement Plan in August 2023.

The Company established the 2020 Inducement Plan in conjunction with its acquisition of SOP Holdings, LLC and its subsidiaries, including Sandler O'Neill & Partners, L.P. ~~(collectively "Sandler O'Neill").~~ On January 3, 2020, the Company granted $96.9 million (1,217,423 shares) in restricted stock. These restricted shares have both cliff and graded vesting terms with vesting periods of 18 months, three years or five years (with a weighted average service period of 3.7 years). On April 3, 2020, the Company granted $5.5 million (114,000 shares) in restricted stock under the 2020 Inducement Plan in conjunction with its acquisition of The Valence Group ("Valence"). These restricted shares are subject to graded vesting, generally beginning on the third anniversary of the grant date through April 3, 2025. On December 31, 2020, the Company granted $2.9 million (29,194 shares) in restricted stock under the 2020 Inducement Plan in conjunction with its acquisition of TRS Advisors LLC ("TRS"). These restricted shares are subject to ratable vesting over a three-year vesting period.

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

Stock-Based Compensation Activity

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


		Three Months Ended				Three Months Ended				Nine Months Ended
		March 31,				September 30,				September 30,
(Amounts in millions)	(Amounts in millions)	2023		2022			(Amounts in millions)	2023		2022		2023		2022
Stock-based compensation expense	Stock-based compensation expense	$	27.3	$	31.7		Stock-based compensation expense	$	21.5	$	32.2	$	61.6	$	91.5
Forfeitures	Forfeitures	0.6		—			Forfeitures	0.2		1.2		1.0		1.5
Tax benefit related to stock-based compensation expense	Tax benefit related to stock-based compensation expense	5.1		3.4			Tax benefit related to stock-based compensation expense	3.3		3.5		11.4		10.6

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Notes to the Consolidated Financial Statements

(Unaudited)

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


		Unvested	Weighted Average			Unvested	Weighted Average
		Restricted Stock	Grant Date			Restricted Stock	Grant Date
		(in Shares)	Fair Value			(in Shares)	Fair Value
December 31, 2022	December 31, 2022	4,219,826	$	92.43	December 31, 2022	4,219,826	$	92.43
Granted	Granted	288,981	155.23		Granted	304,077	153.94
Vested	Vested	(1,506,199)	90.19		Vested	(1,836,173)	84.56
Canceled	Canceled	(16,314)	150.95		Canceled	(21,767)	150.20
March 31, 2023		2,986,294	$	99.32
September 30, 2023					September 30, 2023	2,665,963	$	104.40

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


		Unvested	Weighted Average			Unvested	Weighted Average
		Restricted	Grant Date			Restricted	Grant Date
		Stock Units	Fair Value			Stock Units	Fair Value
December 31, 2022	December 31, 2022	188,328	$	115.16	December 31, 2022	188,328	$	115.16
Granted	Granted	48,931	177.75		Granted	48,931	177.75
Vested	Vested	(56,066)	86.01		Vested	(56,066)	86.01
Canceled	Canceled	—	—		Canceled	—	—
March 31, 2023		181,193	$	141.08
September 30, 2023					September 30, 2023	181,193	$	141.08

As of ~~March 31,~~September 30, 2023, there was ~~$123.2~~$100.7 million of total unrecognized compensation cost related to restricted stock and restricted stock units expected to be recognized over a weighted average period of ~~3.3~~2.9 years.

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


					Weighted Average							Weighted Average
			Weighted		Remaining					Weighted		Remaining
		Options	Average		Contractual Term	Aggregate			Options	Average		Contractual Term	Aggregate
		Outstanding	Exercise Price		(in Years)	Intrinsic Value			Outstanding	Exercise Price		(in Years)	Intrinsic Value
December 31, 2022	December 31, 2022	81,667	$	99.00	5.1	$	2,547,194	December 31, 2022	81,667	$	99.00	5.1	$	2,547,194
Granted	Granted	75,000	170.76					Granted	75,000	170.76
Exercised	Exercised	—	—					Exercised	—	—
Canceled	Canceled	—	—					Canceled	—	—
Expired	Expired	—	—					Expired	—	—
March 31, 2023		156,667	$	133.35	7.3	$	3,234,830
September 30, 2023								September 30, 2023	156,667	$	133.35	6.8	$	3,781,999

Options exercisable at March 31, 2023		81,667	$	99.00	4.9	$	3,234,830
Options exercisable at September 30, 2023								Options exercisable at September 30, 2023	81,667	$	99.00	4.4	$	3,781,999

As of ~~March 31,~~September 30, 2023, there was ~~$3.4~~$3.1 million of unrecognized compensation cost related to stock options expected to be recognized over a weighted average period of ~~4.9~~4.4 years.

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Notes to the Consolidated Financial Statements

(Unaudited)

Deferred Compensation Plans

The Company maintains various deferred compensation arrangements for employees.

Mutual Fund Restricted Share Investment Plan

The Mutual Fund Restricted Share Investment Plan is a fully funded deferred compensation plan which allows eligible employees to receive a portion of their incentive compensation in restricted mutual fund shares ("MFRS Awards") of investment funds. MFRS Awards are awarded to qualifying employees in February of each year, and represent a portion of their compensation for performance in the preceding year similar to the Company's Annual Grants. MFRS Awards vest ratably over three years in equal installments and provide for continued vesting after termination of employment so long as the employee does not violate certain post-termination restrictions set forth in the award agreement or any agreement entered into upon termination. Forfeitures are recorded as a reduction of compensation and benefits expense within the consolidated statements of operations. MFRS Awards are owned by employee recipients (subject to aforementioned vesting restrictions) and as such are not included on the consolidated statements of financial condition.

Nonqualified Deferred Compensation Plan

The nonqualified deferred compensation plan is an unfunded plan which allows certain highly compensated employees, at their election, to defer a portion of their compensation. This plan was closed to future deferral elections by participants for performance periods beginning after December 31, 2017. The amounts deferred under this plan are held in a grantor trust. The Company invests, as a principal, in investments to economically hedge its obligation under the nonqualified deferred compensation plan. The investments in the grantor trust consist of mutual funds which are categorized as Level I in the fair value hierarchy. These investments totaled ~~$15.6~~$17.0 million and $15.9 million as of ~~March 31,~~September 30, 2023 and December 31, 2022, respectively, and are included in investments on the consolidated statements of financial condition. A corresponding deferred compensation liability is included in accrued compensation on the consolidated statements of financial condition. The compensation deferred by the employees was expensed in the period earned. Changes in the fair value of the investments made by the Company are reported in investment income and changes in the corresponding deferred compensation liability are reflected as compensation and benefits expense on the consolidated statements of operations.

Acquisition-Related Compensation Arrangements

In ~~addition to restricted stock granted under the 2020 Inducement Plan in~~ conjunction with the 2020 acquisitions of Valence and TRS, additional cash may be earned by certain employees if a revenue threshold is exceeded during the respective three-year post-acquisition period to the extent they are employed by the Company at the time of payment. Amounts estimated to be payable, if any, will be recorded as compensation expense on the consolidated statements of operations over the requisite performance period.

~~If earned,~~In the ~~amount~~third quarter of 2023, the Company paid $10.0 million related to the acquisition of Valence (the "Valence Earnout") ~~will be paid by July 3, 2023. As of March 31, 2023, the Company has accrued $9.2 million related to this additional cash payment.~~. The Company recorded ~~$1.4~~$0.5 million and ~~$1.5~~$1.1 million in compensation expense related to the Valence Earnout for the three months ended ~~March 31,~~September 30, 2023 and 2022, respectively, and $2.2 million and $4.2 million for the nine months ended September 30, 2023 and 2022, respectively.

If earned, the amount related to the acquisition of TRS (the "TRS Earnout") will be paid by April 3, 2024. As of ~~March 31,~~September 30, 2023, the Company expects the maximum amount of $7.0 million will be earned and has accrued ~~$4.8~~$5.9 million related to this additional cash payment. The Company recorded $0.5 million in compensation expense related to the TRS Earnout for the three months ended ~~March 31,~~September 30, 2023 and 2022, and $1.6 million for the nine months ended September 30, 2023 and 2022.

The Company also granted $10.1 million in restricted cash in conjunction with the 2019 acquisition of Weeden & Co. for retention purposes. Compensation expense iswas amortized on a straight-line basis over the requisite service period. The restricted cash award iswas subject to graded vesting, beginning on the third anniversary of the grant date through August 2, 2023. The final payment was made in the third quarter of 2023.

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Notes to the Consolidated Financial Statements

(Unaudited)

Note 15 Earnings Per Share ("EPS")

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

The computation of EPS is as follows:


		Three Months Ended				Three Months Ended				Nine Months Ended
		March 31,				September 30,				September 30,
(Amounts in thousands, except per share data)	(Amounts in thousands, except per share data)	2023		2022			(Amounts in thousands, except per share data)	2023		2022		2023		2022
Net income applicable to Piper Sandler Companies	Net income applicable to Piper Sandler Companies	$	25,634	$	36,651		Net income applicable to Piper Sandler Companies	$	3,878	$	14,532	$	33,466	$	72,573

Shares for basic and diluted calculations:	Shares for basic and diluted calculations:						Shares for basic and diluted calculations:
Average shares used in basic computation	Average shares used in basic computation	14,507		14,481			Average shares used in basic computation	15,105		13,775		14,895		14,089
Stock options	Stock options	25		24			Stock options	26		11		24		16
Restricted stock units	Restricted stock units	157		200			Restricted stock units	167		174		155		194
Restricted shares	Restricted shares	2,493		2,589			Restricted shares	1,959		2,773		2,103		2,681
Average shares used in diluted computation	Average shares used in diluted computation	17,182		17,294			Average shares used in diluted computation	17,256		16,733		17,176		16,980

Earnings per common share:	Earnings per common share:						Earnings per common share:
Basic	Basic	$	1.77	$	2.53		Basic	$	0.26	$	1.05	$	2.25	$	5.15
Diluted	Diluted	$	1.49	$	2.12		Diluted	$	0.22	$	0.87	$	1.95	$	4.27

The anti-dilutive effects from stock options and restricted shares were immaterial for the three and nine months ended ~~March 31,~~September 30, 2023 and 2022.

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Notes to the Consolidated Financial Statements

(Unaudited)

Note 16 Revenues and Business Information

The Company's activities as an investment bank and institutional securities firm constitute a single business segment. The substantial majority of the Company's net revenues and long-lived assets are located in the U.S.

Reportable financial results are as follows:


		Three Months Ended						Three Months Ended					Nine Months Ended
		March 31,						September 30,					September 30,
(Amounts in thousands)	(Amounts in thousands)	2023			2022				(Amounts in thousands)	2023			2022			2023			2022
Investment banking	Investment banking								Investment banking
Advisory services	Advisory services	$	140,664		$	210,899			Advisory services	$	154,560		$	174,805		$	424,999		$	555,364
Corporate financing	Corporate financing	26,805			19,186				Corporate financing	37,171			40,103			100,899			88,526
Municipal financing	Municipal financing	16,935			27,417				Municipal financing	19,935			26,519			54,139			89,171
Total investment banking	Total investment banking	184,404			257,502				Total investment banking	211,666			241,427			580,037			733,061

Institutional brokerage	Institutional brokerage								Institutional brokerage
Equity brokerage	Equity brokerage	53,831			49,805				Equity brokerage	50,243			52,685			154,509			153,865
Fixed income services	Fixed income services	42,482			54,757				Fixed income services	40,250			37,026			120,135			145,350
Total institutional brokerage	Total institutional brokerage	96,313			104,562				Total institutional brokerage	90,493			89,711			274,644			299,215

Interest income	Interest income	8,712			3,856				Interest income	6,980			5,454			19,421			13,846
Investment income/(loss)	Investment income/(loss)	11,115			(13,074)				Investment income/(loss)	(17,108)			(2,190)			9,804			(4,328)

Total revenues	Total revenues	300,544			352,846				Total revenues	292,031			334,402			883,906			1,041,794

Interest expense	Interest expense	2,639			2,201				Interest expense	2,546			2,649			7,790			7,205

Net revenues	Net revenues	297,905			350,645				Net revenues	289,485			331,753			876,116			1,034,589

Non-interest expenses	Non-interest expenses	272,096			315,008				Non-interest expenses	292,935			312,851			839,376			942,890

Pre-tax income		$	25,809		$	35,637
Pre-tax income/(loss)									Pre-tax income/(loss)	$	(3,450)		$	18,902		$	36,740		$	91,699

Pre-tax margin	Pre-tax margin	8.7		%	10.2		%		Pre-tax margin	(1.2)		%	5.7		%	4.2		%	8.9		%

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Notes to the Consolidated Financial Statements

(Unaudited)

Note 17 Net Capital Requirements and Other Regulatory Matters

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

At ~~March 31,~~September 30, 2023, net capital calculated under the SEC rule was ~~$198.4~~$156.6 million, and exceeded the minimum net capital required under the SEC rule by ~~$197.4~~$155.6 million.

The Company's committed short-term credit facility, revolving credit facility and its Class B senior notes include covenants requiring Piper Sandler to maintain a minimum regulatory net capital of $120 million. The Company's fully disclosed clearing agreement with Pershing includes a covenant requiring Piper Sandler to maintain excess net capital of $120 million.

Piper Sandler Ltd., a broker dealer subsidiary registered in the United Kingdom, is subject to the capital requirements of the Prudential Regulation Authority and the Financial Conduct Authority. As of ~~March 31,~~September 30, 2023, Piper Sandler Ltd. was in compliance with the capital requirements of the Prudential Regulation Authority and the Financial Conduct Authority.

Piper Sandler Hong Kong Limited is licensed by the Hong Kong Securities and Futures Commission, which is subject to the liquid capital requirements of the Securities and Futures (Financial Resources) Rule promulgated under the Securities and Futures Ordinance. At ~~March 31,~~September 30, 2023, Piper Sandler Hong Kong Limited was in compliance with the liquid capital requirements of the Hong Kong Securities and Futures Commission.

Note 18Subsequent Event

In 2019, the Company entered into unsecured fixed rate senior notes with certain entities advised by Pacific Investment Management Company ("PIMCO"). The outstanding balance of the Class B Notes was $125 million at September 30, 2023 and December 31, 2022. The Class B Notes were repaid in full by the Company upon maturity on October 15, 2023.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following information should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes and exhibits included elsewhere in this Quarterly Report on Form 10-Q. Certain statements in this Quarterly Report on Form 10-Q may be considered forward-looking. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. These forward-looking statements include, among other things, statements other than historical information or statements of current conditions and may relate to our future plans and objectives and results, and also may include our belief regarding the effect of various legal proceedings, as set forth under "Legal Proceedings" in Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2022, ~~and~~as updated in our subsequent reports filed with the Securities and Exchange Commission ("SEC")., and under "Legal Proceedings" in Part II, Item 1 of this Quarterly Report on Form 10-Q. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including those factors discussed below under "External Factors Impacting Our Business" as well as the factors identified under "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, as updated in our subsequent reports filed with the SEC, and under "Risk Factors" in Part II, Item 1A of this Quarterly Report on Form 10-Q. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events.

Explanation of Non-GAAP Financial Measures

We have included financial measures that are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). These non-GAAP financial measures include adjustments to exclude (1) ~~revenues~~investment (income)/loss and non-compensation expenses related to noncontrolling interests, (2) interest expense on long-term financing from net revenues, (3) amortization of intangible assets related to acquisitions, (4) compensation and non-compensation expenses from acquisition-related agreements, (5) ~~acquisition-related~~ restructuring and integration costs related to acquisitions and/or headcount reductions and (6) the income tax ~~expense~~expense/(benefit) allocated to the adjustments. For the three and nine months ended September 30, 2023, the U.S. GAAP financial measures include $16.4 million of non-compensation expenses related to a potential regulatory settlement with the SEC regarding recordkeeping requirements for business-related communications. We anticipate the resolution of this matter will include the payment of a civil money penalty and have accrued an estimated civil penalty of $15.0 million, which is included in other operating expenses on the consolidated statements of operations. Additionally, we have incurred $1.4 million of related outside services expenses. The non-GAAP financial measures for the three and nine months ended September 30, 2023 exclude the non-compensation expenses related to this potential regulatory settlement. The adjusted weighted average diluted shares outstanding used in the calculation of non-GAAP earnings per diluted common share contains an adjustment to include the common shares for unvested restricted stock awards with service conditions granted pursuant to all acquisitions since January 1, 2020. These adjustments affect the following financial measures: net revenues, compensation expenses, non-compensation expenses, income tax ~~expense/(benefit),~~expense, net income applicable to Piper Sandler Companies, earnings per diluted common share, total non-interest expenses, pre-tax ~~income~~income/(loss) and pre-tax margin. Management believes that presenting these results and measures on an adjusted basis in conjunction with the corresponding U.S. GAAP measures provides the most meaningful basis for comparison of our operating results across periods and enhances the overall understanding of our current financial performance by excluding certain items that may not be indicative of our core operating results. The non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP.

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Executive Overview

Our business principally consists of providing investment banking and institutional brokerage services to corporations, private equity groups, public entities, non-profit entities and institutional investors in the United States and Europe. We operate through one reportable business segment. Refer to our Annual Report on Form 10-K for the year ended December 31, 2022 for a full description of our business, including our business strategy.

During 2022, we completed the following acquisitions as part of our growth strategy:

•On October 7, 2022, we completed the acquisition of DBO Partners Holding LLC, including its subsidiary, DBO Partners LLC (collectively, "DBO Partners"), a technology investment banking firm. The transaction expanded the scale of our technology sector and added general partner advisory services.

•On June 10, 2022, we completed the acquisition of Stamford Partners LLP, ~~("Stamford Partners"),~~ a specialist investment bank offering mergers and acquisitions advisory services to European food and beverage and related consumer sectors. The transaction expanded our presence in Europe.

•On February 4, 2022, we completed the acquisition of Cornerstone Macro Research LP, including its subsidiary, Cornerstone Macro LLC (collectively, "Cornerstone Macro"), a research firm focused on providing macro research and equity derivatives trading to institutional investors. The transaction added a macro research platform and increased the scale of our equity brokerage operations.

Financial Highlights


		Three Months Ended								Three Months Ended					Nine Months Ended
(Amounts in thousands, except per share data)	(Amounts in thousands, except per share data)	Mar. 31,			Mar. 31,			2023			(Amounts in thousands, except per share data)	Sept. 30,			Sept. 30,			2023		Sept. 30,			Sept. 30,			2023
		2023			2022			v2022				2023			2022			v2022		2023			2022			v2022
U.S. GAAP	U.S. GAAP										U.S. GAAP
Net revenues	Net revenues	$	297,905		$	350,645		(15.0)	%		Net revenues	$	289,485		$	331,753		(12.7)	%	$	876,116		$	1,034,589		(15.3)	%
Compensation and benefits	Compensation and benefits	199,394			247,899			(19.6)			Compensation and benefits	207,282			232,966			(11.0)		595,880			720,782			(17.3)
Non-compensation expenses	Non-compensation expenses	72,702			67,109			8.3			Non-compensation expenses	85,653			79,885			7.2		243,496			222,108			9.6
Income before income tax expense/(benefit)		25,809			35,637			(27.6)
Income/(loss) before income tax expense											Income/(loss) before income tax expense	(3,450)			18,902			N/M		36,740			91,699			(59.9)
Net income applicable to Piper Sandler Companies	Net income applicable to Piper Sandler Companies	25,634			36,651			(30.1)			Net income applicable to Piper Sandler Companies	3,878			14,532			(73.3)		33,466			72,573			(53.9)
Earnings per diluted common share	Earnings per diluted common share	$	1.49		$	2.12		(29.7)			Earnings per diluted common share	$	0.22		$	0.87		(74.7)		$	1.95		$	4.27		(54.3)

Ratios and margin	Ratios and margin										Ratios and margin
Compensation ratio	Compensation ratio	66.9		%	70.7		%				Compensation ratio	71.6		%	70.2		%			68.0		%	69.7		%
Non-compensation ratio	Non-compensation ratio	24.4		%	19.1		%				Non-compensation ratio	29.6		%	24.1		%			27.8		%	21.5		%
Pre-tax margin	Pre-tax margin	8.7		%	10.2		%				Pre-tax margin	(1.2)		%	5.7		%			4.2		%	8.9		%
Effective tax rate	Effective tax rate	(29.6)		%	30.8		%				Effective tax rate	(296.4)		%	43.2		%			6.4		%	31.1		%

Non-GAAP(1)	Non-GAAP(1)										Non-GAAP(1)
Adjusted net revenues	Adjusted net revenues	$	289,226		$	361,793		(20.1)	%		Adjusted net revenues	$	306,208		$	335,406		(8.7)	%	$	872,804		$	1,042,841		(16.3)	%
Adjusted compensation and benefits	Adjusted compensation and benefits	183,144			226,121			(19.0)			Adjusted compensation and benefits	195,724			209,611			(6.6)		555,832			652,519			(14.8)
Adjusted non-compensation expenses	Adjusted non-compensation expenses	65,306			60,471			8.0			Adjusted non-compensation expenses	63,760			67,878			(6.1)		203,096			196,672			3.3
Adjusted operating income	Adjusted operating income	40,776			75,201			(45.8)			Adjusted operating income	46,724			57,917			(19.3)		113,876			193,650			(41.2)
Adjusted net income applicable to Piper Sandler Companies	Adjusted net income applicable to Piper Sandler Companies	42,296			56,554			(25.2)			Adjusted net income applicable to Piper Sandler Companies	31,477			40,858			(23.0)		94,019			141,478			(33.5)
Adjusted earnings per diluted common share	Adjusted earnings per diluted common share	$	2.35		$	3.12		(24.7)			Adjusted earnings per diluted common share	$	1.76		$	2.32		(24.1)		$	5.24		$	7.93		(33.9)

Adjusted ratios and margin	Adjusted ratios and margin										Adjusted ratios and margin
Adjusted compensation ratio	Adjusted compensation ratio	63.3		%	62.5		%				Adjusted compensation ratio	63.9		%	62.5		%			63.7		%	62.6		%
Adjusted non-compensation ratio	Adjusted non-compensation ratio	22.6		%	16.7		%				Adjusted non-compensation ratio	20.8		%	20.2		%			23.3		%	18.9		%
Adjusted operating margin	Adjusted operating margin	14.1		%	20.8		%				Adjusted operating margin	15.3		%	17.3		%			13.0		%	18.6		%
Adjusted effective tax rate	Adjusted effective tax rate	(8.0)		%	23.1		%				Adjusted effective tax rate	30.2		%	27.4		%			13.7		%	25.1		%

N/M — Not meaningful

See the "Results of Operations" section for additional information.

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(1)Reconciliation of U.S. GAAP to adjusted non-GAAP financial ~~information~~information:


		Three Months Ended				Three Months Ended				Nine Months Ended
		March 31,				September 30,				September 30,
(Amounts in thousands, except per share data)	(Amounts in thousands, except per share data)	2023		2022			(Amounts in thousands, except per share data)	2023		2022		2023		2022
Net revenues:	Net revenues:						Net revenues:
Net revenues – U.S. GAAP basis	Net revenues – U.S. GAAP basis	$	297,905	$	350,645		Net revenues – U.S. GAAP basis	$	289,485	$	331,753	$	876,116	$	1,034,589
Adjustments:	Adjustments:						Adjustments:
Revenue related to noncontrolling interests		(10,304)		9,523
Investment (income)/loss related to noncontrolling interests							Investment (income)/loss related to noncontrolling interests	15,098		2,028		(8,187)		3,377
Interest expense on long-term financing	Interest expense on long-term financing	1,625		1,625			Interest expense on long-term financing	1,625		1,625		4,875		4,875
Adjusted net revenues	Adjusted net revenues	$	289,226	$	361,793		Adjusted net revenues	$	306,208	$	335,406	$	872,804	$	1,042,841

Compensation and benefits:	Compensation and benefits:						Compensation and benefits:
Compensation and benefits – U.S. GAAP basis	Compensation and benefits – U.S. GAAP basis	$	199,394	$	247,899		Compensation and benefits – U.S. GAAP basis	$	207,282	$	232,966	$	595,880	$	720,782
Adjustment:	Adjustment:						Adjustment:
Compensation from acquisition-related agreements	Compensation from acquisition-related agreements	(16,250)		(21,778)			Compensation from acquisition-related agreements	(11,558)		(23,355)		(40,048)		(68,263)
Adjusted compensation and benefits	Adjusted compensation and benefits	$	183,144	$	226,121		Adjusted compensation and benefits	$	195,724	$	209,611	$	555,832	$	652,519

Non-compensation expenses:	Non-compensation expenses:						Non-compensation expenses:
Non-compensation expenses – U.S. GAAP basis	Non-compensation expenses – U.S. GAAP basis	$	72,702	$	67,109		Non-compensation expenses – U.S. GAAP basis	$	85,653	$	79,885	$	243,496	$	222,108
Adjustments:	Adjustments:						Adjustments:
Non-compensation expenses related to noncontrolling interests	Non-compensation expenses related to noncontrolling interests	(2,492)		(2,470)			Non-compensation expenses related to noncontrolling interests	(2,457)		(1,771)		(7,253)		(6,030)
Acquisition-related restructuring and integration costs		—		(1,247)
Restructuring and integration costs							Restructuring and integration costs	—		(6,467)		(3,903)		(9,323)

Amortization of intangible assets related to acquisitions	Amortization of intangible assets related to acquisitions	(4,904)		(2,921)			Amortization of intangible assets related to acquisitions	(4,833)		(3,769)		(14,641)		(10,083)

Non-compensation expenses from acquisition-related agreements							Non-compensation expenses from acquisition-related agreements	1,760		—		1,760		—
Non-compensation expenses from potential regulatory settlement							Non-compensation expenses from potential regulatory settlement	(16,363)		—		(16,363)		—
Adjusted non-compensation expenses	Adjusted non-compensation expenses	$	65,306	$	60,471		Adjusted non-compensation expenses	$	63,760	$	67,878	$	203,096	$	196,672

Income before income tax expense/(benefit):
Income before income tax expense/(benefit) – U.S. GAAP basis		$	25,809	$	35,637
Income/(loss) before income tax expense:							Income/(loss) before income tax expense:
Income/(loss) before income tax expense – U.S. GAAP basis							Income/(loss) before income tax expense – U.S. GAAP basis	$	(3,450)	$	18,902	$	36,740	$	91,699
Adjustments:	Adjustments:						Adjustments:
Revenue related to noncontrolling interests		(10,304)		9,523
Investment (income)/loss related to noncontrolling interests							Investment (income)/loss related to noncontrolling interests	15,098		2,028		(8,187)		3,377
Interest expense on long-term financing	Interest expense on long-term financing	1,625		1,625			Interest expense on long-term financing	1,625		1,625		4,875		4,875
Non-compensation expenses related to noncontrolling interests	Non-compensation expenses related to noncontrolling interests	2,492		2,470			Non-compensation expenses related to noncontrolling interests	2,457		1,771		7,253		6,030
Compensation from acquisition-related agreements	Compensation from acquisition-related agreements	16,250		21,778			Compensation from acquisition-related agreements	11,558		23,355		40,048		68,263
Acquisition-related restructuring and integration costs		—		1,247
Restructuring and integration costs							Restructuring and integration costs	—		6,467		3,903		9,323
Amortization of intangible assets related to acquisitions	Amortization of intangible assets related to acquisitions	4,904		2,921			Amortization of intangible assets related to acquisitions	4,833		3,769		14,641		10,083

Non-compensation expenses from acquisition-related agreements							Non-compensation expenses from acquisition-related agreements	(1,760)		—		(1,760)		—
Non-compensation expenses from potential regulatory settlement							Non-compensation expenses from potential regulatory settlement	16,363		—		16,363		—
Adjusted operating income	Adjusted operating income	$	40,776	$	75,201		Adjusted operating income	$	46,724	$	57,917	$	113,876	$	193,650
Interest expense on long-term financing	Interest expense on long-term financing	(1,625)		(1,625)			Interest expense on long-term financing	(1,625)		(1,625)		(4,875)		(4,875)
Adjusted income before adjusted income tax expense/(benefit)		$	39,151	$	73,576
Adjusted income before adjusted income tax expense							Adjusted income before adjusted income tax expense	$	45,099	$	56,292	$	109,001	$	188,775

Income tax expense/(benefit):
Income tax expense/(benefit) – U.S. GAAP basis		$	(7,637)	$	10,979
Income tax expense:							Income tax expense:
Income tax expense – U.S. GAAP basis							Income tax expense – U.S. GAAP basis	$	10,227	$	8,169	$	2,340	$	28,533
Tax effect of adjustments:	Tax effect of adjustments:						Tax effect of adjustments:
Compensation from acquisition-related agreements	Compensation from acquisition-related agreements	3,227		5,034			Compensation from acquisition-related agreements	2,250		4,981		7,960		14,485
Acquisition-related restructuring and integration costs		—		267
Restructuring and integration costs							Restructuring and integration costs	—		1,483		1,007		1,926
Amortization of intangible assets related to acquisitions	Amortization of intangible assets related to acquisitions	1,265		742			Amortization of intangible assets related to acquisitions	1,247		801		3,777		2,353

Adjusted income tax expense/(benefit)		$	(3,145)	$	17,022
Non-compensation expenses from acquisition-related agreements							Non-compensation expenses from acquisition-related agreements	(454)		—		(454)		—
Non-compensation expenses from potential regulatory settlement							Non-compensation expenses from potential regulatory settlement	352		—		352		—
Adjusted income tax expense							Adjusted income tax expense	$	13,622	$	15,434	$	14,982	$	47,297

Net income applicable to Piper Sandler Companies:	Net income applicable to Piper Sandler Companies:						Net income applicable to Piper Sandler Companies:
Net income applicable to Piper Sandler Companies – U.S. GAAP basis	Net income applicable to Piper Sandler Companies – U.S. GAAP basis	$	25,634	$	36,651		Net income applicable to Piper Sandler Companies – U.S. GAAP basis	$	3,878	$	14,532	$	33,466	$	72,573
Adjustments:	Adjustments:						Adjustments:
Compensation from acquisition-related agreements	Compensation from acquisition-related agreements	13,023		16,744			Compensation from acquisition-related agreements	9,308		18,374		32,088		53,778
Acquisition-related restructuring and integration costs		—		980
Restructuring and integration costs							Restructuring and integration costs	—		4,984		2,896		7,397

Amortization of intangible assets related to acquisitions	Amortization of intangible assets related to acquisitions	3,639		2,179			Amortization of intangible assets related to acquisitions	3,586		2,968		10,864		7,730

Non-compensation expenses from acquisition-related agreements							Non-compensation expenses from acquisition-related agreements	(1,306)		—		(1,306)		—
Non-compensation expenses from potential regulatory settlement							Non-compensation expenses from potential regulatory settlement	16,011		—		16,011		—
Adjusted net income applicable to Piper Sandler Companies	Adjusted net income applicable to Piper Sandler Companies	$	42,296	$	56,554		Adjusted net income applicable to Piper Sandler Companies	$	31,477	$	40,858	$	94,019	$	141,478

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		Three Months Ended				Three Months Ended				Nine Months Ended
		March 31,				September 30,				September 30,
(Amounts in thousands, except per share data)	(Amounts in thousands, except per share data)	2023		2022			(Amounts in thousands, except per share data)	2023		2022		2023		2022
Earnings per diluted common share:	Earnings per diluted common share:						Earnings per diluted common share:
Earnings per diluted common share – U.S. GAAP basis	Earnings per diluted common share – U.S. GAAP basis	$	1.49	$	2.12		Earnings per diluted common share – U.S. GAAP basis	$	0.22	$	0.87	$	1.95	$	4.27
Adjustment for inclusion of unvested acquisition-related stock	Adjustment for inclusion of unvested acquisition-related stock	(0.11)		(0.15)			Adjustment for inclusion of unvested acquisition-related stock	(0.06)		(0.12)		(0.23)		(0.41)
		$	1.38	$	1.97
								$	0.16	$	0.75	$	1.72	$	3.86
Adjustments:	Adjustments:						Adjustments:
Compensation from acquisition-related agreements	Compensation from acquisition-related agreements	0.76		0.97			Compensation from acquisition-related agreements	0.54		1.09		1.87		3.17
Acquisition-related restructuring and integration costs		—		0.06
Restructuring and integration costs							Restructuring and integration costs	—		0.30		0.17		0.44
Amortization of intangible assets related to acquisitions	Amortization of intangible assets related to acquisitions	0.21		0.12			Amortization of intangible assets related to acquisitions	0.21		0.18		0.63		0.46

Non-compensation expenses from acquisition-related agreements							Non-compensation expenses from acquisition-related agreements	(0.08)		—		(0.08)		—
Non-compensation expenses from potential regulatory settlement							Non-compensation expenses from potential regulatory settlement	0.93		—		0.93		—
Adjusted earnings per diluted common share	Adjusted earnings per diluted common share	$	2.35	$	3.12		Adjusted earnings per diluted common share	$	1.76	$	2.32	$	5.24	$	7.93

Weighted average diluted common shares outstanding:	Weighted average diluted common shares outstanding:						Weighted average diluted common shares outstanding:
Weighted average diluted common shares outstanding – U.S. GAAP basis	Weighted average diluted common shares outstanding – U.S. GAAP basis	17,182		17,294			Weighted average diluted common shares outstanding – U.S. GAAP basis	17,256		16,733		17,176		16,980
Adjustment:	Adjustment:						Adjustment:
Unvested acquisition-related restricted stock with service conditions	Unvested acquisition-related restricted stock with service conditions	816		835			Unvested acquisition-related restricted stock with service conditions	673		853		764		871
Adjusted weighted average diluted common shares outstanding	Adjusted weighted average diluted common shares outstanding	17,998		18,129			Adjusted weighted average diluted common shares outstanding	17,929		17,586		17,940		17,851

External Factors Impacting Our Business

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

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

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Outlook for the Remainder of 2023

We believe U.S. monetary policy will remain a ~~critical~~ factor impacting the economy and financial markets throughout the remainder of ~~2023.~~the year and into 2024. The U.S. Federal Reserve ~~continued its tightening in the first quarter of 2023,~~ further ~~increasing~~increased its short-term benchmark interest ~~rate. The~~rate in the third quarter of 2023 and is expected to hold rates at a higher level for some time as it continues its tightening measures. Higher interest rates and persistent inflation combined with ~~persistent inflation have led to a heightened risk of economic recession. Labor~~labor shortages, ~~higher energy prices, capital~~ and ~~liquidity concerns in the~~tightened commercial ~~banking sector, supply and demand imbalances and geopolitical tensions, including the war in Ukraine, also~~bank lending standards continue to strain the economy. ~~These risks contribute~~While these factors contributed to ~~increased volatility~~economic uncertainty and muted activity in the financial markets, ~~and a decline in business confidence, resulting in a more uncertain economic outlook.~~

~~We experienced a lower level~~client activity incrementally improved during the third quarter of ~~advisory services activity~~2023. Geopolitical concerns, including the conflicts in the ~~first quarter of 2023, reflective of the ongoing challenging market conditions. We expect the near-team outlook for advisory services to remain soft driven by economic uncertainty~~Middle East and ~~difficult debt financing conditions, which continue to~~eastern Europe, could negatively impact ~~transaction timelines and the conversion of our pipeline. We remain cautiously optimistic towards the second half of 2023, however that will depend on sustained market improvements.~~

~~Although our equity financings increased from the prior-year period, overall~~financial market activity in the ~~first~~fourth quarter and into 2024.

Despite the continued macroeconomic uncertainty, there was an improvement in the mergers and acquisitions ("M&A") and debt advisory markets during the quarter. We have a number of large announced deals that are expected to close by the end of 2023 and, absent events that could cause a delay in the closing of these and other transactions in our pipeline, we expect that advisory services revenues for the fourth quarter of 2023 ~~remained~~will continue to show sequential improvement.

While equity financing activity improved relative to the prior year, the market activity continues to remain below historical levels. ~~Additionally, commercial banking sector concerns increased volatility resulting in a pause in equity financings late in the quarter. We expect capital markets~~Our corporate financing activity during October has been similar to ~~increase as we progress through the year as clients require access to capital in order to execute on their strategic plans.~~our third quarter of 2023 run rate.

The equity markets experienced ~~elevated volatility during March 2023; however, overall~~lower average volatility and moderated volumes ~~were lower year-over-year,~~during the third quarter of 2023. Despite the softer market conditions, we performed well driven by our quality research services and the broad capabilities of our platform. Our client research votes continue to increase, which we ~~expect to continue for the remainder of 2023. Equity brokerage benefited from~~believe will drive further market share gains ~~and~~over time. We expect strong equity brokerage revenues in the ~~benefits~~fourth quarter of ~~adding Cornerstone Macro to~~2023 as our ~~platform.~~clients position their portfolios for 2024.

~~Our~~Market conditions for our fixed income services business ~~experienced reduced client activity~~remained challenging in the ~~first~~third quarter of 2023 ~~reflective of the challenging market conditions resulting from heightened~~driven by continued interest rate ~~volatility~~uncertainty and ~~uncertainty in expectations regarding the terminal level of interest rates. These market dynamics, along with banking institutions focused~~a focus on ~~building~~ liquidity ~~and the evaluation of their capital and funding position, slowed~~among our depository ~~client activity. Additionally, activity among our municipal clients was subdued as municipal bonds remain expensive relative~~clients. Longer term yields moved higher in the quarter, with the 10-year U.S. Treasury increasing 73 basis points to ~~U.S. treasury securities driven by a lack~~end the third quarter at 4.6 percent, and rising to above 5.0 percent early in the fourth quarter of ~~new supply. We~~2023. While we expect our near-term outlook to remain ~~challenging; however, over the long-term our~~challenging, we are beginning to observe more constructive fixed income ~~services business will benefit from interest rate stabilization at~~markets as our clients take advantage of higher ~~rates.~~yielding securities.

Our municipal financing business continued to experience challenging market conditions in the ~~first~~third quarter of 2023 ~~driven by~~resulting from higher interest rates and volatility, as well as weakened investor demand. ~~While our pipeline is solid, execution~~We expect overall market issuances will continue to be ~~dependent on~~lower than historical levels until rates stabilize, issuers adjust to higher nominal rates and more ~~conducive market conditions, which we believe includes a period of sustained~~investors return to the municipal ~~fund inflows and interest rate stability in order for issuance volumes to increase from current levels.~~investment space.

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Results of Operations

Financial Summary for the three months ended ~~March 31,~~September 30, 2023 and ~~March 31,~~September 30, 2022

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


								As a Percentage of											As a Percentage of
								Net Revenues for the											Net Revenues for the
		Three Months Ended						Three Months Ended					Three Months Ended						Three Months Ended
		March 31,						March 31,					September 30,						September 30,
						2023											2023
(Amounts in thousands)	(Amounts in thousands)	2023		2022		v2022		2023		2022		(Amounts in thousands)	2023		2022		v2022		2023		2022
Revenues:	Revenues:											Revenues:
Investment banking	Investment banking	$	184,404	$	257,502	(28.4)	%	61.9	%	73.4	%	Investment banking	$	211,666	$	241,427	(12.3)	%	73.1	%	72.8	%
Institutional brokerage	Institutional brokerage	96,313		104,562		(7.9)		32.3		29.8		Institutional brokerage	90,493		89,711		0.9		31.3		27.0
Interest income	Interest income	8,712		3,856		125.9		2.9		1.1		Interest income	6,980		5,454		28.0		2.4		1.6
Investment income/(loss)		11,115		(13,074)		N/M		3.7		(3.7)
Investment loss												Investment loss	(17,108)		(2,190)		681.2		(5.9)		(0.7)
Total revenues	Total revenues	300,544		352,846		(14.8)		100.9		100.6		Total revenues	292,031		334,402		(12.7)		100.9		100.8

Interest expense	Interest expense	2,639		2,201		19.9		0.9		0.6		Interest expense	2,546		2,649		(3.9)		0.9		0.8

Net revenues	Net revenues	297,905		350,645		(15.0)		100.0		100.0		Net revenues	289,485		331,753		(12.7)		100.0		100.0

Non-interest expenses:	Non-interest expenses:											Non-interest expenses:
Compensation and benefits	Compensation and benefits	199,394		247,899		(19.6)		66.9		70.7		Compensation and benefits	207,282		232,966		(11.0)		71.6		70.2
Outside services	Outside services	12,126		11,176		8.5		4.1		3.2		Outside services	12,538		13,399		(6.4)		4.3		4.0
Occupancy and equipment	Occupancy and equipment	15,728		14,536		8.2		5.3		4.1		Occupancy and equipment	16,308		16,759		(2.7)		5.6		5.1
Communications	Communications	14,311		12,425		15.2		4.8		3.5		Communications	12,883		12,464		3.4		4.5		3.8
Marketing and business development	Marketing and business development	10,052		8,632		16.5		3.4		2.5		Marketing and business development	8,674		11,704		(25.9)		3.0		3.5
Deal-related expenses	Deal-related expenses	6,014		5,544		8.5		2.0		1.6		Deal-related expenses	6,653		8,017		(17.0)		2.3		2.4
Trade execution and clearance	Trade execution and clearance	4,914		4,035		21.8		1.6		1.2		Trade execution and clearance	4,864		5,155		(5.6)		1.7		1.6
Restructuring and integration costs	Restructuring and integration costs	—		1,247		N/M		—		0.4		Restructuring and integration costs	—		6,467		N/M		—		1.9

Intangible asset amortization	Intangible asset amortization	4,904		2,921		67.9		1.6		0.8		Intangible asset amortization	4,833		3,769		28.2		1.7		1.1
Other operating expenses	Other operating expenses	4,653		6,593		(29.4)		1.6		1.9		Other operating expenses	18,900		2,151		778.7		6.5		0.6
Total non-interest expenses	Total non-interest expenses	272,096		315,008		(13.6)		91.3		89.8		Total non-interest expenses	292,935		312,851		(6.4)		101.2		94.3

Income before income tax expense/(benefit)		25,809		35,637		(27.6)		8.7		10.2
Income/(loss) before income tax expense												Income/(loss) before income tax expense	(3,450)		18,902		N/M		(1.2)		5.7

Income tax expense/(benefit)		(7,637)		10,979		N/M		(2.6)		3.1
Income tax expense												Income tax expense	10,227		8,169		25.2		3.5		2.5

Net income		33,446		24,658		35.6		11.2		7.0
Net income/(loss)												Net income/(loss)	(13,677)		10,733		N/M		(4.7)		3.2

Net income/(loss) applicable to noncontrolling interests		7,812		(11,993)		N/M		2.6		(3.4)
Net loss applicable to noncontrolling interests												Net loss applicable to noncontrolling interests	(17,555)		(3,799)		362.1		(6.1)		(1.1)

Net income applicable to Piper Sandler Companies	Net income applicable to Piper Sandler Companies	$	25,634	$	36,651	(30.1)	%	8.6	%	10.5	%	Net income applicable to Piper Sandler Companies	$	3,878	$	14,532	(73.3)	%	1.3	%	4.4	%

N/M – Not meaningful

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For the three months ended ~~March 31,~~September 30, 2023, we recorded net income applicable to Piper Sandler Companies of ~~$25.6~~$3.9 million. Net revenues for the three months ended ~~March 31,~~September 30, 2023 were ~~$297.9~~$289.5 million, a ~~15.0~~12.7 percent decrease compared with ~~$350.6~~$331.8 million in the year-ago period. In the ~~first~~third quarter of 2023, investment banking revenues were ~~$184.4~~$211.7 million, down ~~28.4~~12.3 percent compared to ~~$257.5~~$241.4 million in the prior-year period, primarily resulting from a decrease in advisory services revenues, as well as lower municipal ~~financing revenue, offset in part by higher~~and corporate financing ~~revenue.~~revenues. For the three months ended ~~March 31,~~September 30, 2023, institutional brokerage revenues were ~~$96.3~~$90.5 million, ~~down 7.9 percent~~essentially flat compared with ~~$104.6~~$89.7 million in the ~~first~~third quarter of 2022, as ~~lower~~higher fixed income services revenues were ~~partially~~ offset by ~~higher~~lower equity brokerage revenues. For the three months ended ~~March 31,~~September 30, 2023, net interest income was ~~$6.1~~$4.4 million, compared to ~~$1.7~~$2.8 million in the prior-year ~~period, resulting from an increase in interest income on our cash and long inventory balances.~~period. In the ~~first~~third quarter of 2023, we recorded ~~investment income of $11.1 million, compared to~~ an investment loss of ~~$13.1~~$17.1 million, compared to $2.2 million in the ~~first~~third quarter of 2022. In the current quarter, we recorded ~~gains~~higher unrealized losses on our investments and the noncontrolling interests in the alternative asset management funds that we manage. Non-interest expenses were ~~$272.1~~$292.9 million for the three months ended ~~March 31,~~September 30, 2023, down ~~13.6~~6.4 percent compared with ~~$315.0~~$312.9 million in the prior-year period, primarily due to decreased compensation expenses resulting from lower revenues.

Consolidated Non-Interest Expenses

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, reversal of expenses associated with the forfeiture of stock-based compensation and other employee-related costs. A significant portion of compensation expense is comprised of variable incentive arrangements, including discretionary incentive compensation, the amount of which fluctuates in proportion to the level of business activity, increasing with higher revenues and operating profits. Other compensation costs, primarily base salaries and benefits, are more fixed in nature. The timing of incentive compensation payments, which generally occur in February, has a greater impact on our cash position and liquidity than is reflected on our consolidated statements of operations. In conjunction with our acquisitions, we have granted restricted stock and restricted cash with service conditions, which are amortized to compensation expense over the service period. We have also entered into forgivable loans with service conditions, which are amortized to compensation expense over the loan term. Additionally, expense estimates related to revenue-based earnout arrangements with service conditions entered into as part of our acquisitions are amortized to compensation expense over the service period.

The following table summarizes our future acquisition-related compensation expense for restricted stock ~~restricted cash~~ and forgivable loans with service conditions, as well as expense estimates related to revenue-based earnout arrangements:


(Amounts in thousands)	(Amounts in thousands)			(Amounts in thousands)
Remainder of 2023	Remainder of 2023	$	36,329	Remainder of 2023	$	11,053
2024	2024	41,863		2024	40,648
2025	2025	23,089		2025	22,265
2026	2026	15,201		2026	14,802
2027	2027	9,366		2027	9,366

Total	Total	$	125,848	Total	$	98,134

For the three months ended ~~March 31,~~September 30, 2023, compensation and benefits expenses decreased ~~19.6~~11.0 percent to ~~$199.4~~$207.3 million, compared with ~~$247.9~~$233.0 million in the corresponding period of 2022, due to lower revenues. Compensation and benefits expenses as a percentage of net revenues was ~~66.9~~71.6 percent in the ~~first~~third quarter of 2023, compared to ~~70.7~~70.2 percent in the ~~first~~third quarter of 2022. Excluding the impact of noncontrolling interests, our compensation ratio ~~increased~~decreased on a lower net revenue base to ~~69.3~~68.1 percent in the ~~first~~third quarter of 2023, compared with ~~68.8~~69.8 percent in the ~~first~~third quarter of 2022, primarily due to ~~lower net revenues, partially offset by~~ a decrease in acquisition-related compensation expenses.

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. Outside services expenses ~~increased 8.5 percent to $12.1~~were $12.5 million in the ~~first~~third quarter of 2023, compared with ~~$11.2~~$13.4 million in the corresponding period of ~~2022, primarily due to higher legal fees.~~2022.

~~Table of Contents~~

Occupancy and Equipment – For the three months ended ~~March 31,~~September 30, 2023, occupancy and equipment expenses ~~increased 8.2 percent~~decreased slightly to ~~$15.7~~$16.3 million, compared with ~~$14.5~~$16.8 million in the corresponding period of ~~2022, primarily due to incremental occupancy costs related to our acquisition of DBO Partners, as well as increased expenses resulting from office space expansion in the second quarter of~~ 2022.

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Communications – Communication expenses include costs for telecommunication and data communication, primarily consisting of expenses for obtaining third party market data information. For the three months ended ~~March 31,~~September 30, 2023, communication expenses increased ~~15.2 percent~~slightly to ~~$14.3~~$12.9 million, compared with ~~$12.4~~$12.5 million in the corresponding period of ~~2022, due to higher market data services expenses resulting mainly from incremental costs related to our 2022 acquisitions.~~2022.

Marketing and Business Development – Marketing and business development expenses include travel and entertainment costs, advertising and third party marketing fees. For the three months ended ~~March 31,~~September 30, 2023, marketing and business development expenses ~~increased 16.5~~decreased 25.9 percent to ~~$10.1~~$8.7 million, compared with ~~$8.6~~$11.7 million in the corresponding period of 2022. The ~~increase~~decrease was primarily due to ~~higher~~lower travel ~~expenses and overall inflationary impact on costs.~~expenses.

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 and entertainment costs. For the three months ended ~~March 31,~~September 30, 2023, deal-related expenses were ~~$6.0~~$6.7 million, compared with ~~$5.5~~$8.0 million for the three months ended ~~March 31,~~September 30, 2022. The amount of deal-related expenses is principally dependent on the level and mix of deal activity and may vary from period to period as the recognition of deal-related costs typically coincides with the closing of a transaction.

Trade Execution and Clearance – For the three months ended ~~March 31,~~September 30, 2023, trade execution and clearance expenses ~~increased 21.8 percent to~~were $4.9 million, down slightly compared with ~~$4.0~~$5.2 million in the corresponding period of ~~2022, resulting in part from the addition of Cornerstone Macro to our platform.~~2022.

Restructuring and Integration Costs – For the three months ended ~~March 31,~~September 30, 2022, we incurred acquisition-related restructuring and integration costs of ~~$1.2 million. The expenses consisted of $0.8~~$6.5 million, ~~of transaction costs~~ primarily related to vacated leased office space associated with our acquisitions of The Valence Group ("Valence") and Cornerstone Macro, ~~and Stamford Partners, and $0.5 million of severance benefits.~~as well as transaction costs related to our 2022 acquisitions.

Intangible Asset Amortization – Intangible asset amortization includes the amortization of definite-lived intangible assets consisting of customer relationships and internally developed software. For the three months ended ~~March 31,~~September 30, 2023, intangible asset amortization was ~~$4.9~~$4.8 million, compared to ~~$2.9~~$3.8 million for the three months ended ~~March 31,~~September 30, 2022. The increase was primarily due to higher intangible asset amortization expense associated with our acquisition of DBO Partners.

The following table summarizes the future aggregate amortization expense of our intangible assets with determinable lives:


(Amounts in thousands)	(Amounts in thousands)			(Amounts in thousands)
Remainder of 2023	Remainder of 2023	$	14,536	Remainder of 2023	$	4,799
2024	2024	9,445		2024	9,445
2025	2025	7,887		2025	7,887
2026	2026	7,253		2026	7,253
2027	2027	3,480		2027	3,480
Thereafter	Thereafter	2,732		Thereafter	2,732
Total	Total	$	45,333	Total	$	35,596

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 ~~reserve~~accrue for and/or pay out related to legal and regulatory matters. Other operating expenses were ~~$4.7~~$18.9 million in the ~~first~~third quarter of 2023, compared with ~~$6.6~~$2.2 million in the corresponding period in 2022. The increase was primarily due to an accrual for an estimated civil penalty related to our potential regulatory settlement with the SEC regarding recordkeeping requirements for business-related communications.

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Income Taxes – For the three months ended ~~March 31,~~September 30, 2023, our provision for income taxes was ~~a benefit of $7.6~~$10.2 million, which included ~~$14.1~~$0.9 million of tax benefits related to stock-based compensation awards vesting at values greater than the grant ~~price and accrued forfeitable dividends paid on vested restricted stock related to acquisitions.~~price. Excluding the impact of ~~these benefits~~this benefit and noncontrolling interests, our effective tax rate was ~~35.9~~79.1 percent. The ~~higher~~increase in the effective tax rate was driven by higher non-deductible expenses, primarily consisting of an estimated civil penalty related to our potential regulatory settlement with the ~~impact of non-deductible expenses.~~SEC regarding recordkeeping requirements for business-related communications.

For the three months ended ~~March 31,~~September 30, 2022, our provision for income taxes was ~~$11.0~~$8.2 million, which included a ~~$4.6~~$0.7 million tax benefit related to stock-based compensation awards vesting at values greater than the grant price. Excluding the impact of this benefit and noncontrolling interests, our effective tax rate was ~~32.6~~38.9 percent.

Financial Performance

Our activities as an investment bank and institutional securities firm constitute a single business segment.

Throughout this section, we have presented results on both a U.S. GAAP and non-GAAP basis. 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. The non-GAAP results should be considered in addition to, not as a substitute for, the results prepared in accordance with U.S. GAAP.

The adjusted financial results exclude (1) ~~revenues~~investment (income)/loss and non-compensation expenses related to noncontrolling interests, (2) interest expense on long-term financing from net revenues, (3) amortization of intangible assets related to acquisitions, (4) compensation and non-compensation expenses from acquisition-related agreements, ~~and~~ (5) ~~acquisition-related~~ restructuring and integration ~~costs.~~costs related to acquisitions and/or headcount reductions and (6) non-compensation expenses from a potential regulatory settlement. For U.S. GAAP purposes, these items are included in each of their respective line items on the consolidated statements of operations.

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The following table sets forth the adjusted, non-GAAP financial results and adjustments necessary to reconcile to our consolidated U.S. GAAP financial results for the periods presented:


		Three Months Ended March 31,																					Three Months Ended September 30,
		2023										2022											2023										2022
					Adjustments (1)										Adjustments (1)											Adjustments (1)										Adjustments (1)
		Total			Noncontrolling		Other		U.S.			Total			Noncontrolling		Other		U.S.				Total			Noncontrolling		Other		U.S.			Total			Noncontrolling		Other		U.S.
(Amounts in thousands)	(Amounts in thousands)	Adjusted			Interests		Adjustments		GAAP			Adjusted			Interests		Adjustments		GAAP			(Amounts in thousands)	Adjusted			Interests		Adjustments		GAAP			Adjusted			Interests		Adjustments		GAAP
Investment banking	Investment banking																					Investment banking
Advisory services	Advisory services	$	140,664		$	—	$	—	$	140,664		$	210,899		$	—	$	—	$	210,899		Advisory services	$	154,560		$	—	$	—	$	154,560		$	174,805		$	—	$	—	$	174,805
Corporate financing	Corporate financing	26,805			—		—		26,805			19,186			—		—		19,186			Corporate financing	37,171			—		—		37,171			40,103			—		—		40,103
Municipal financing	Municipal financing	16,935			—		—		16,935			27,417			—		—		27,417			Municipal financing	19,935			—		—		19,935			26,519			—		—		26,519
Total investment banking	Total investment banking	184,404			—		—		184,404			257,502			—		—		257,502			Total investment banking	211,666			—		—		211,666			241,427			—		—		241,427

Institutional brokerage	Institutional brokerage																					Institutional brokerage
Equity brokerage	Equity brokerage	53,831			—		—		53,831			49,805			—		—		49,805			Equity brokerage	50,243			—		—		50,243			52,685			—		—		52,685
Fixed income services	Fixed income services	42,482			—		—		42,482			54,757			—		—		54,757			Fixed income services	40,250			—		—		40,250			37,026			—		—		37,026
Total institutional brokerage	Total institutional brokerage	96,313			—		—		96,313			104,562			—		—		104,562			Total institutional brokerage	90,493			—		—		90,493			89,711			—		—		89,711

Interest income	Interest income	8,712			—		—		8,712			3,856			—		—		3,856			Interest income	6,980			—		—		6,980			5,454			—		—		5,454
Investment income/(loss)		811			10,304		—		11,115			(3,551)			(9,523)		—		(13,074)
Investment loss																						Investment loss	(2,010)			(15,098)		—		(17,108)			(162)			(2,028)		—		(2,190)

Total revenues	Total revenues	290,240			10,304		—		300,544			362,369			(9,523)		—		352,846			Total revenues	307,129			(15,098)		—		292,031			336,430			(2,028)		—		334,402

Interest expense	Interest expense	1,014			—		1,625		2,639			576			—		1,625		2,201			Interest expense	921			—		1,625		2,546			1,024			—		1,625		2,649

Net revenues	Net revenues	289,226			10,304		(1,625)		297,905			361,793			(9,523)		(1,625)		350,645			Net revenues	306,208			(15,098)		(1,625)		289,485			335,406			(2,028)		(1,625)		331,753

Total non-interest expenses	Total non-interest expenses	248,450			2,492		21,154		272,096			286,592			2,470		25,946		315,008			Total non-interest expenses	259,484			2,457		30,994		292,935			277,489			1,771		33,591		312,851

Pre-tax income		$	40,776		$	7,812	$	(22,779)	$	25,809		$	75,201		$	(11,993)	$	(27,571)	$	35,637
Pre-tax income/(loss)																						Pre-tax income/(loss)	$	46,724		$	(17,555)	$	(32,619)	$	(3,450)		$	57,917		$	(3,799)	$	(35,216)	$	18,902

Pre-tax margin	Pre-tax margin	14.1		%					8.7		%	20.8		%					10.2		%	Pre-tax margin	15.3		%					(1.2)		%	17.3		%					5.7		%

(1)The following is a summary of the adjustments needed to reconcile our consolidated U.S. GAAP financial results to the adjusted, non-GAAP financial results:

Noncontrolling interests – The impacts of consolidating noncontrolling interests in our alternative asset management funds are not included in our adjusted financial results.

Other adjustments – The following items are not included in our adjusted financial results:


		Three Months Ended March 31,					Three Months Ended September 30,
(Amounts in thousands)	(Amounts in thousands)	2023		2022		(Amounts in thousands)	2023		2022
Interest expense on long-term financing	Interest expense on long-term financing	$	1,625	$	1,625	Interest expense on long-term financing	$	1,625	$	1,625

Compensation from acquisition-related agreements	Compensation from acquisition-related agreements	16,250		21,778		Compensation from acquisition-related agreements	11,558		23,355
Acquisition-related restructuring and integration costs		—		1,247
Restructuring and integration costs						Restructuring and integration costs	—		6,467
Amortization of intangible assets related to acquisitions	Amortization of intangible assets related to acquisitions	4,904		2,921		Amortization of intangible assets related to acquisitions	4,833		3,769

Non-compensation expenses from acquisition-related agreements						Non-compensation expenses from acquisition-related agreements	(1,760)		—
Non-compensation expenses from potential regulatory settlement						Non-compensation expenses from potential regulatory settlement	16,363		—
		21,154		25,946			30,994		33,591

Total other adjustments	Total other adjustments	$	22,779	$	27,571	Total other adjustments	$	32,619	$	35,216

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Net revenues on a U.S. GAAP basis were ~~$297.9~~$289.5 million for the three months ended ~~March 31,~~September 30, 2023, compared with ~~$350.6~~$331.8 million in the prior-year period. For the three months ended ~~March 31,~~September 30, 2023, adjusted net revenues were ~~$289.2~~$306.2 million, compared with ~~$361.8~~$335.4 million in the ~~first~~third quarter of 2022. The variance explanations for net revenues and adjusted net revenues are consistent on both a U.S. GAAP and non-GAAP basis unless stated otherwise.

The following table provides supplemental business information:


		Three Months Ended					Three Months Ended
		March 31,					September 30,
		2023		2022			2023		2022
Advisory services	Advisory services					Advisory services
Completed M&A and restructuring transactions	Completed M&A and restructuring transactions	55		54		Completed M&A and restructuring transactions	44		55
Completed capital advisory transactions	Completed capital advisory transactions	14		27		Completed capital advisory transactions	7		17
Total completed advisory transactions	Total completed advisory transactions	69		81		Total completed advisory transactions	51		72

Corporate financings	Corporate financings					Corporate financings
Total equity transactions priced	Total equity transactions priced	19		4		Total equity transactions priced	17		20
Book run equity transactions priced	Book run equity transactions priced	14		2		Book run equity transactions priced	16		18
Total debt and preferred transactions priced	Total debt and preferred transactions priced	4		11		Total debt and preferred transactions priced	4		7
Book run debt and preferred transactions priced	Book run debt and preferred transactions priced	2		7		Book run debt and preferred transactions priced	3		5

Municipal negotiated issues	Municipal negotiated issues					Municipal negotiated issues
Aggregate par value of issues priced (in billions)	Aggregate par value of issues priced (in billions)	$	2.6	$	3.2	Aggregate par value of issues priced (in billions)	$	4.0	$	3.6
Total issues priced	Total issues priced	63		154		Total issues priced	108		106

Equity brokerage	Equity brokerage					Equity brokerage
Number of shares traded (in billions)	Number of shares traded (in billions)	2.8		2.8		Number of shares traded (in billions)	2.5		2.6

Investment banking revenues comprise all of the revenues generated through advisory services activities, which include ~~mergers and acquisitions ("~~M~~&A"),~~&A, equity and debt private placements, debt and restructuring advisory, and municipal financial advisory transactions. Collectively, debt advisory transactions and equity and debt private placements are referred to as capital advisory transactions. Investment banking revenues also include equity and debt corporate financing activities and municipal financings.

In the ~~first~~third quarter of 2023, investment banking revenues decreased ~~28.4~~12.3 percent to ~~$184.4~~$211.7 million, compared with ~~$257.5~~$241.4 million in the prior-year period. For the three months ended ~~March 31,~~September 30, 2023, advisory services revenues were ~~$140.7~~$154.6 million, down ~~33.3~~11.6 percent compared to ~~$210.9~~$174.8 million in the ~~first~~third quarter of 2022, due to fewer completed transactions reflective of the ongoing challenges in the M&A and ~~a lower average fee. The market environment across the investment banking industry continues to be impacted~~debt advisory markets driven by macroeconomic uncertainty, ~~which has prolonged transaction timelines and the conversion of our pipelines.~~offset in part by a higher average fee. During the ~~first~~third quarter of 2023, our activity was primarily in the financial services and healthcare ~~sectors.~~sectors, with solid contributions from the consumer, energy & power and restructuring groups. For the three months ended ~~March 31,~~September 30, 2023, corporate financing revenues were ~~$26.8~~$37.2 million, ~~up 39.7~~down 7.3 percent compared with ~~$19.2~~$40.1 million for the three months ended ~~March 31,~~September 30, 2022, primarily driven by ~~more equity financings. Although our equity financings increased from the prior-year period,~~lower debt and preferred financing revenues. The overall market activity ~~remains~~for equity financing continues to remain below historic levels. Activity for us during the ~~first~~third quarter of 2023 was principally in the healthcare ~~sector.~~sector, and we served as book runner on all 12 completed healthcare equity deals. Municipal financing revenues for the three months ended ~~March 31,~~September 30, 2023 were ~~$16.9~~$19.9 million, down ~~38.2~~24.8 percent compared to ~~$27.4~~$26.5 million in the prior-year period, primarily driven by a decline in ~~municipal negotiated issuances.~~issuances among our specialty sector clients. Market conditions continue to remain challenging resulting from increased interest rates and volatility, combined with weakened investor ~~demand, which reduced market issuances, particularly refinancing activity and high-yield issuances.~~demand.

Institutional brokerage revenues comprise all of the revenues generated through trading activities, which consist of facilitating customer trades and executing competitive municipal underwritings, as well as fees received for our research services and corporate access offerings. 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 ~~the timing of payments for research services~~ and the timing of ~~transactions based on market opportunities.~~fees received for research services.

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For the three months ended ~~March 31,~~September 30, 2023, institutional brokerage revenues were ~~$96.3~~$90.5 million, ~~down 7.9 percent~~essentially flat compared with ~~$104.6~~$89.7 million in the prior-year period. Equity brokerage revenues were ~~$53.8~~$50.2 million in the ~~first~~third quarter of 2023, ~~up 8.1~~down 4.6 percent compared with ~~$49.8~~$52.7 million in the corresponding period of 2022, due to a decline in client activity resulting from reduced market ~~share gains and the benefits of adding Cornerstone Macro to our platform.~~volatility. For the three months ended ~~March 31,~~September 30, 2023, fixed income services revenues were ~~$42.5~~$40.3 million, ~~down 22.4~~up 8.7 percent compared to ~~$54.8~~$37.0 million in the prior-year period, driven by ~~reduced client activity.~~increased activity primarily from our asset manager and insurance company clients. The market conditions for fixed income ~~were~~remained challenging during the quarter ~~resulting from~~driven by continued interest rate uncertainty and ~~an increased~~a focus on liquidity for depository ~~institutions, which reduced demand for marketable securities.~~institutions.

Interest income represents amounts earned from holding long inventory positions and cash balances. For the three months ended ~~March 31,~~September 30, 2023, interest income increased to ~~$8.7~~$7.0 million, compared with ~~$3.9~~$5.5 million for the three months ended ~~March 31,~~September 30, 2022, reflecting higher interest rates on our ~~cash and~~ long inventory balances.

Investment income/(loss) includes realized and unrealized gains and losses on investments, including amounts attributable to noncontrolling interests, in our ~~merchant banking and healthcare~~alternative asset management funds, as well as management and performance fees generated from those funds. For the three months ended ~~March 31,~~September 30, 2023, we recorded ~~investment income of $11.1 million, compared with~~ an investment loss of ~~$13.1~~$17.1 million, compared with $2.2 million in the corresponding period of 2022. In the ~~first~~third quarter of 2023, we recorded ~~gains~~higher unrealized losses on our investments and the noncontrolling interests in the alternative asset management funds that we manage. Excluding the impact of noncontrolling interests, adjusted investment ~~income~~loss was ~~$0.8~~$2.0 million for the three months ended ~~March 31,~~September 30, 2023, compared with ~~an adjusted investment loss of $3.6~~$0.2 million for the three months ended ~~March 31,~~September 30, 2022.

Interest expense represents amounts associated with financing, economically hedging and holding short inventory positions, including interest paid on our long-term financing arrangements, as well as commitment fees on our line of credit and revolving credit facility. For the three months ended ~~March 31,~~September 30, 2023, interest expense ~~increased~~decreased slightly to ~~$2.6~~$2.5 million, compared with ~~$2.2~~$2.6 million in the prior-year period. We repaid our $125 million of Class B unsecured fixed rate senior notes ("Class B Notes") upon maturity on October 15, 2023. Subsequent to the maturity date, we will no longer incur interest expense on long-term financing arrangements.

Pre-tax margin for the three months ended September 30, 2023 was a negative 1.2 percent, compared to 5.7 percent for the corresponding period of 2022. The decrease in pre-tax margin for the current quarter was driven by lower net revenues and increased non-compensation expenses related to our potential regulatory settlement with the SEC regarding recordkeeping requirements for business-related communications. Adjusted pre-tax margin for the three months ended September 30, 2023 decreased to 15.3 percent, compared with 17.3 percent for the corresponding period of 2022 driven by lower adjusted net revenues and a higher adjusted compensation ratio.

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Financial Summary for the nine months ended September 30, 2023 and September 30, 2022

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


							As a Percentage of
							Net Revenues for the
	Nine Months Ended						Nine Months Ended
	September 30,						September 30,
					2023
(Amounts in thousands)	2023		2022		v2022		2023		2022
Revenues:
Investment banking	$	580,037	$	733,061	(20.9)	%	66.2	%	70.9	%
Institutional brokerage	274,644		299,215		(8.2)		31.3		28.9
Interest income	19,421		13,846		40.3		2.2		1.3
Investment income/(loss)	9,804		(4,328)		N/M		1.1		(0.4)
Total revenues	883,906		1,041,794		(15.2)		100.9		100.7

Interest expense	7,790		7,205		8.1		0.9		0.7

Net revenues	876,116		1,034,589		(15.3)		100.0		100.0

Non-interest expenses:
Compensation and benefits	595,880		720,782		(17.3)		68.0		69.7
Outside services	38,120		39,004		(2.3)		4.4		3.8
Occupancy and equipment	48,056		46,857		2.6		5.5		4.5
Communications	40,241		38,104		5.6		4.6		3.7
Marketing and business development	29,656		32,574		(9.0)		3.4		3.1
Deal-related expenses	20,172		21,869		(7.8)		2.3		2.1
Trade execution and clearance	14,632		15,081		(3.0)		1.7		1.5
Restructuring and integration costs	3,903		9,323		(58.1)		0.4		0.9

Intangible asset amortization	14,641		10,083		45.2		1.7		1.0
Other operating expenses	34,075		9,213		269.9		3.9		0.9
Total non-interest expenses	839,376		942,890		(11.0)		95.8		91.1

Income before income tax expense	36,740		91,699		(59.9)		4.2		8.9

Income tax expense	2,340		28,533		(91.8)		0.3		2.8

Net income	34,400		63,166		(45.5)		3.9		6.1

Net income/(loss) applicable to noncontrolling interests	934		(9,407)		N/M		0.1		(0.9)

Net income applicable to Piper Sandler Companies	$	33,466	$	72,573	(53.9)	%	3.8	%	7.0	%

N/M – Not meaningful

Except as discussed below, the description of non-interest expenses and net revenues as well as the underlying reasons for variances to prior year are substantially the same as the comparative quarterly discussion.

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For the nine months ended September 30, 2023, we recorded net income applicable to Piper Sandler Companies of $33.5 million. Net revenues for the nine months ended September 30, 2023 decreased 15.3 percent to $876.1 million, compared with $1.03 billion in the year-ago period. In the first nine months of 2023, investment banking revenues decreased 20.9 percent to $580.0 million, compared with $733.1 million in the prior-year period, primarily driven by a decrease in advisory services revenues, as well as lower municipal financing revenues, offset in part by higher corporate financing revenues. For the nine months ended September 30, 2023, institutional brokerage revenues were $274.6 million, down 8.2 percent compared with $299.2 million in the first nine months of 2022, due to lower fixed income services revenues. In the first nine months of 2023, net interest income was $11.6 million, compared to $6.6 million in the prior-year period, resulting from an increase in interest income on our long inventory and cash balances. For the nine months ended September 30, 2023, we recorded investment income of $9.8 million, compared to an investment loss of $4.3 million in the prior-year period. In the first nine months of 2023, we recorded gains on our investments and the noncontrolling interests in the alternative asset management funds that we manage. Non-interest expenses were $839.4 million for the nine months ended September 30, 2023, down 11.0 percent compared to $942.9 million in the year-ago period, primarily due to decreased compensation expenses resulting from lower revenues.

Consolidated Non-Interest Expenses

Occupancy and Equipment– For the nine months ended September 30, 2023, occupancy and equipment expenses increased slightly to $48.1 million, compared with $46.9 million in the corresponding period of 2022.

Communications – For the nine months ended September 30, 2023, communications expenses increased 5.6 percent to $40.2 million, compared with $38.1 million in the corresponding period of 2022, due to higher market data services expenses resulting mainly from incremental costs related to our acquisition of DBO Partners.

Restructuring and Integration Costs – For the nine months ended September 30, 2023, we incurred restructuring and integration costs of $3.9 million. The expenses primarily consisted of $2.9 million of severance benefits related to headcount reductions in the second quarter of 2023 and $0.9 million for vacated leased office space associated with our acquisitions of Cornerstone Macro and Valence. For the nine months ended September 30, 2022, we incurred acquisition-related restructuring and integration costs of $9.3 million, primarily related to vacated leased office space associated with our acquisitions of Valence and Cornerstone Macro, as well as transaction costs related to our 2022 acquisitions.

Other Operating Expenses – For the nine months ended September 30, 2023, other operating expenses were $34.1 million, compared with $9.2 million in the corresponding period of 2022. The increase was primarily due to an accrual for an estimated civil penalty related to our potential regulatory settlement with the SEC regarding recordkeeping requirements for business-related communications, as well as the write-off of a $7.5 million uncollectible receivable in our municipal financing business in the second quarter of 2023.

Income Taxes– For the nine months ended September 30, 2023, our provision for income taxes was $2.3 million, which included $15.7 million of tax benefits related to stock-based compensation awards vesting at values greater than the grant price and accrued forfeitable dividends paid on vested restricted stock related to acquisitions. Excluding the impact of these benefits and noncontrolling interests, our effective tax rate was 50.5 percent. The effective tax rate for the nine months ended September 30, 2023 includes the impact of an estimated civil penalty related to our potential regulatory settlement with the SEC regarding recordkeeping requirements for business-related communications, which is non-deductible for income tax purposes.

For the nine months ended September 30, 2022, our provision for income taxes was $28.5 million, which included a $5.3 million tax benefit related to stock-based compensation awards vesting at values greater than the grant price. Excluding the impact of this benefit and noncontrolling interests, our effective tax rate was 33.4 percent.

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Financial Performance

The following table sets forth the adjusted, non-GAAP financial results and adjustments necessary to reconcile to our consolidated U.S. GAAP financial results for the periods presented:


	Nine Months Ended September 30,
	2023										2022
				Adjustments (1)										Adjustments (1)
	Total			Noncontrolling		Other		U.S.			Total			Noncontrolling		Other		U.S.
(Amounts in thousands)	Adjusted			Interests		Adjustments		GAAP			Adjusted			Interests		Adjustments		GAAP
Investment banking
Advisory services	$	424,999		$	—	$	—	$	424,999		$	555,364		$	—	$	—	$	555,364
Corporate financing	100,899			—		—		100,899			88,526			—		—		88,526
Municipal financing	54,139			—		—		54,139			89,171			—		—		89,171
Total investment banking	580,037			—		—		580,037			733,061			—		—		733,061

Institutional brokerage
Equity brokerage	154,509			—		—		154,509			153,865			—		—		153,865
Fixed income services	120,135			—		—		120,135			145,350			—		—		145,350
Total institutional brokerage	274,644			—		—		274,644			299,215			—		—		299,215

Interest income	19,421			—		—		19,421			13,846			—		—		13,846
Investment income/(loss)	1,617			8,187		—		9,804			(951)			(3,377)		—		(4,328)

Total revenues	875,719			8,187		—		883,906			1,045,171			(3,377)		—		1,041,794

Interest expense	2,915			—		4,875		7,790			2,330			—		4,875		7,205

Net revenues	872,804			8,187		(4,875)		876,116			1,042,841			(3,377)		(4,875)		1,034,589

Total non-interest expenses	758,928			7,253		73,195		839,376			849,191			6,030		87,669		942,890

Pre-tax income	$	113,876		$	934	$	(78,070)	$	36,740		$	193,650		$	(9,407)	$	(92,544)	$	91,699

Pre-tax margin	13.0		%					4.2		%	18.6		%					8.9		%

(1) The following is a summary of the adjustments needed to reconcile our consolidated U.S. GAAP financial results to the adjusted, non-GAAP financial results:

Noncontrolling interests – The impacts of consolidating noncontrolling interests in our alternative asset management funds are not included in our adjusted financial results.

Other adjustments – The following items are not included in our adjusted financial results:


	Nine Months Ended September 30,
(Amounts in thousands)	2023		2022
Interest expense on long-term financing	$	4,875	$	4,875

Compensation from acquisition-related agreements	40,048		68,263
Restructuring and integration costs	3,903		9,323
Amortization of intangible assets related to acquisitions	14,641		10,083
Non-compensation expenses from acquisition-related agreements	(1,760)		—
Non-compensation expenses from potential regulatory settlement	16,363		—
	73,195		87,669

Total other adjustments	$	78,070	$	92,544

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Net revenues on a U.S. GAAP basis were $876.1 million for the nine months ended September 30, 2023, compared with $1.03 billion in the prior-year period. In the first nine months of 2023, adjusted net revenues were $872.8 million, compared with $1.04 billion in the first nine months of 2022. The variance explanations for net revenues and adjusted net revenues are consistent on both a U.S. GAAP and non-GAAP basis unless stated otherwise.

The following table provides supplemental business information:


	Nine Months Ended
	September 30,
	2023		2022
Advisory services
Completed M&A and restructuring transactions	151		158
Completed capital advisory transactions	30		66
Total completed advisory transactions	181		224

Corporate financings
Total equity transactions priced	59		35
Book run equity transactions priced	52		29
Total debt and preferred transactions priced	10		28
Book run debt and preferred transactions priced	5		17

Municipal negotiated issues
Aggregate par value of issues priced (in billions)	$	9.2	$	11.6
Total issues priced	308		439

Equity brokerage
Number of shares traded (in billions)	8.0		8.2

In the first nine months of 2023, investment banking revenues were $580.0 million, down 20.9 percent compared to $733.1 million in the corresponding period of 2022. For the nine months ended September 30, 2023, advisory services revenues were $425.0 million, down 23.5 percent compared with $555.4 million in the first nine months of 2022, due to fewer completed transactions and a lower average fee. The diversification of our sectors has provided some resiliency to our results for the first nine months of 2023. Corporate financing revenues were $100.9 million for the nine months ended September 30, 2023, up 14.0 percent compared to $88.5 million in the prior-year period, driven by increased equity financings, resulting from lower volatility levels and increased investor demand. Although our equity financings increased from the prior-year period, overall market activity remains below historic levels. Activity for us during the first nine months of 2023 was principally in the healthcare sector, and we served as book runner on 35 of 36 completed healthcare equity deals. Municipal financing revenues for the nine months ended September 30, 2023 were $54.1 million, down 39.3 percent compared to $89.2 million in the year-ago period, due to a decline in municipal negotiated issuances as market conditions remain challenging, which has reduced market issuances, particularly refinancing activity and high-yield issuances.

For the nine months ended September 30, 2023, institutional brokerage revenues decreased 8.2 percent to $274.6 million, compared with $299.2 million in the prior-year period. Equity brokerage revenues were $154.5 million in the first nine months of 2023, up slightly compared with $153.9 million in the corresponding period of 2022, due to market share gains offset by a decline in market volumes. For the nine months ended September 30, 2023, fixed income services revenues were $120.1 million, down 17.3 percent compared to $145.4 million in the prior-year period, due to lower client activity, particularly from our depository clients driven by interest rate uncertainty and their focus on building liquidity.

Interest income for the nine months ended September 30, 2023 increased to $19.4 million, compared with $13.8 million in the prior-year period, reflecting higher interest rates on our long inventory and cash balances.

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For the nine months ended September 30, 2023, we recorded investment income of $9.8 million, compared to an investment loss of $4.3 million in the year-ago period. In the first nine months of 2023, we recorded gains on our investments and the noncontrolling interests in the alternative asset management funds that we manage. Excluding the impact of noncontrolling interests, adjusted investment income was $1.6 million for the nine months ended September 30, 2023, compared with adjusted investment loss of $1.0 million for the nine months ended September 30, 2022.

Interest expense for the nine months ended September 30, 2023 was $7.8 million, compared with $7.2 million in the prior-year period. The increase was primarily due to higher interest rates on short inventory balances.

Pre-tax margin for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 decreased to ~~8.7~~4.2 percent, compared to ~~10.2~~8.9 percent for the ~~corresponding period of~~nine months ended September 30, 2022. Adjusted pre-tax margin for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 decreased to ~~14.1~~13.0 percent, compared with ~~20.8~~18.6 percent for the corresponding period of 2022. In the ~~current quarter,~~first nine months of 2023, the decrease in pre-tax margin on both a U.S. GAAP and adjusted basis was driven by lower ~~net revenues~~revenue levels and higher non-compensation expenses. Additionally, the U.S. GAAP pre-tax margin decreased due to higher non-compensation expenses related to a potential regulatory settlement with the SEC regarding recordkeeping requirements for business-related communications.

Critical Accounting Policies and Estimates

Our accounting and reporting policies comply with U.S. GAAP and conform to practices within the securities industry. The preparation of financial statements in compliance with U.S. GAAP and industry practices requires us to make estimates and assumptions that could materially affect amounts reported in our consolidated financial statements. Critical accounting policies are those policies that we believe to be the most important to the portrayal of our financial condition and results of operations and that require us to make estimates that are difficult, subjective or complex. Most accounting policies are not considered by us to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical, including whether the estimates are significant to the consolidated financial statements taken as a whole, the nature of the estimates, the ability to readily validate the estimates with other information (e.g., third party or independent sources), the sensitivity of the estimates to changes in economic conditions and whether alternative accounting methods may be used under U.S. GAAP.

We believe that of our significant accounting policies, the following are our critical accounting policies and estimates:

•Valuation of Financial Instruments

•Goodwill and Intangible Assets

•Stock-Based Compensation Plans

•Income Taxes

See the "Critical Accounting Policies and Estimates" section and Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022 for further information on our critical accounting policies and estimates.

47We anticipate completing our 2023 annual goodwill and intangible asset impairment testing in the fourth quarter of 2023.

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Liquidity, Funding and Capital Resources

We regularly monitor our liquidity position, which is of critical importance to our business. Accordingly, we maintain a liquidity strategy designed to enable our business to continue to operate even under adverse circumstances, although there can be no assurance that our strategy will be successful under all circumstances. Insufficient liquidity resulting from adverse circumstances contributes to, and may be the cause of, financial institution failure.

The majority of our tangible assets consist of assets readily convertible into cash. Financial instruments and other inventory positions owned are stated at fair value and are generally readily marketable in most market conditions. Receivables and payables with brokers, dealers and clearing organizations usually settle within a few days. As part of our liquidity strategy, we emphasize diversification of funding sources to the extent possible while considering tenor and cost. Our assets are financed by our cash flows from operations, equity capital and our funding arrangements. The fluctuations in cash flows from financing activities are directly related to daily operating activities from our various businesses. One of our most important risk management disciplines is our ability to manage the size and composition of our balance sheet. While our asset base changes due to client activity, market fluctuations and business opportunities, the size and composition of our balance sheet reflect our overall risk tolerance, our ability to access stable funding sources and the amount of equity capital we hold.

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Certain market conditions can impact the liquidity of our inventory positions, requiring us to hold larger inventory positions for longer than expected or requiring us to take other actions that may adversely impact our results.

A significant component of our employees' compensation is paid in annual discretionary incentive compensation. The timing of these incentive compensation payments, which generally are made 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. Our board of directors determines the declaration and payment of dividends and is free to change our dividend policy at any time. Our board of directors declared the following dividends on shares of our common stock:

Declaration Date

Dividend Per Share

Record Date

Payment Date

Declaration Date

Dividend Per Share

Record Date

Payment Date

Related to 2021:

February 10, 2022

(1)

4.50

March 2, 2022

March 11, 2022

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

February 10, 2022

0.60

March 2, 2022

March 11, 2022

April 29, 2022

0.60

May 27, 2022

June 10, 2022

April 29, 2022

0.60

May 27, 2022

June 10, 2022

July 29, 2022

0.60

August 26, 2022

September 9, 2022

July 29, 2022

0.60

August 26, 2022

September 9, 2022

October 28, 2022

0.60

November 23, 2022

December 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

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

February 3, 2023

0.60

March 3, 2023

March 17, 2023

May 2, 2023

0.60

May 26, 2023

June 9, 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

(1)Represents a special cash dividend.

As part of our capital management strategy, we repurchase our common stock over time in order to offset the dilutive effect of our employee stock-based compensation awards and our grants of acquisition-related restricted stock, as well as to return capital to shareholders.

Effective May 6, 2022, our board of directors authorized the repurchase of up to $150.0 million in common shares through December 31, 2024. During the ~~three~~nine months ended ~~March 31,~~September 30, 2023, we did not repurchase shares of our common stock related to this authorization. At ~~March 31,~~September 30, 2023, we had $138.2 million remaining under this authorization. Effective January 1, 2022, our board of directors authorized the repurchase of up to $150.0 million in common shares through December 31, 2023, and we repurchased the full amount of this authorization during 2022.

We also purchase shares of common stock from restricted stock award recipients upon the award vesting or as recipients sell shares to meet their employment tax obligations. During the first ~~quarter~~nine months of 2023, we purchased ~~426,031~~474,354 shares of our common stock at an average price of ~~$142.79~~$142.55 per share for an aggregate purchase price of ~~$60.8~~$67.6 million for these purposes.

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Leverage

The following table presents total assets, adjusted assets, total shareholders' equity and tangible common shareholders' equity with the resulting leverage ratios:


		March 31,		December 31,			September 30,		December 31,
(Dollars in thousands)	(Dollars in thousands)	2023		2022		(Dollars in thousands)	2023		2022
Total assets	Total assets	$	1,804,048	$	2,181,557	Total assets	$	1,965,337	$	2,181,557
Deduct: Goodwill and intangible assets	Deduct: Goodwill and intangible assets	(432,493)		(436,788)		Deduct: Goodwill and intangible assets	(422,756)		(436,788)
Deduct: Right-of-use lease asset	Deduct: Right-of-use lease asset	(82,894)		(87,730)		Deduct: Right-of-use lease asset	(70,387)		(87,730)
Deduct: Assets from noncontrolling interests	Deduct: Assets from noncontrolling interests	(208,853)		(201,541)		Deduct: Assets from noncontrolling interests	(189,803)		(201,541)
Adjusted assets	Adjusted assets	$	1,079,808	$	1,455,498	Adjusted assets	$	1,282,391	$	1,455,498

Total shareholders' equity	Total shareholders' equity	$	1,239,563	$	1,254,028	Total shareholders' equity	$	1,218,728	$	1,254,028
Deduct: Goodwill and intangible assets	Deduct: Goodwill and intangible assets	(432,493)		(436,788)		Deduct: Goodwill and intangible assets	(422,756)		(436,788)
Deduct: Noncontrolling interests	Deduct: Noncontrolling interests	(202,719)		(199,955)		Deduct: Noncontrolling interests	(184,352)		(199,955)
Tangible common shareholders' equity	Tangible common shareholders' equity	$	604,351	$	617,285	Tangible common shareholders' equity	$	611,620	$	617,285

Leverage ratio (1)	Leverage ratio (1)	1.5		1.7		Leverage ratio (1)	1.6		1.7

Adjusted leverage ratio (2)	Adjusted leverage ratio (2)	1.8		2.4		Adjusted leverage ratio (2)	2.1		2.4

(1)Leverage ratio equals total assets divided by total shareholders' equity.

(2)Adjusted leverage ratio equals adjusted assets divided by tangible common shareholders' equity.

Adjusted assets and tangible common shareholders' equity are non-GAAP financial measures. Goodwill and intangible assets are subtracted from total assets and total shareholders' equity in determining adjusted assets and tangible common shareholders' equity, respectively, as we believe that goodwill and intangible assets do not constitute operating assets that can be deployed in a liquid manner. The right-of-use lease asset is also subtracted from total assets in determining adjusted assets as it is not an operating asset that can be deployed in a liquid manner. Amounts attributed to noncontrolling interests are subtracted from total assets and total shareholders' equity in determining adjusted assets and tangible common shareholders' equity, respectively, as they represent assets and equity interests in consolidated entities that are not attributable, either directly or indirectly, to Piper Sandler Companies. We view the resulting measure of adjusted leverage, also a non-GAAP financial measure, as a more relevant measure of financial risk when comparing financial services companies. ~~Our adjusted leverage ratio decreased from December 31, 2022, due to a decline in cash and cash equivalents driven by the payment of annual incentive compensation in the first quarter of 2023.~~

Funding and Capital Resources

The primary goal of our funding activities is to ensure adequate funding over a wide range of market conditions. Given the mix of our business activities, funding requirements are fulfilled through a diversified range of short-term and long-term financing. We attempt to ensure that the tenor of our borrowing liabilities equals or exceeds the expected holding period of the assets being financed. 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. We currently do not have a credit rating, which could adversely affect our liquidity and competitive position by increasing our financing costs and limiting access to sources of liquidity that require a credit rating as a condition to providing the funds.

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Our day-to-day funding and liquidity is obtained primarily through the use of cash from our operating activities, as well as through the use of a clearing arrangement with Pershing LLC ("Pershing"), a clearing arrangement with bank financing, and a bank line of credit, which are typically collateralized by our securities inventory. These funding sources are critical to our ability to finance and hold inventory, which is a necessary part of our institutional brokerage business. The majority of our inventory is liquid and is therefore funded by short-term facilities or cash from our operating activities. Our committed line has been established to mitigate changes in the liquidity of our inventory based on changing market conditions, and is available to us regardless of changes in market liquidity conditions through the end of its term, although there may be limitations on the type of securities available to pledge. Our funding sources are also dependent on the types of inventory that our counterparties are willing to accept as collateral and the number of counterparties available. 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. Under our fully disclosed clearing agreement, all of our securities inventories with the exception of convertible securities, and all of our customer activities are held by or cleared through Pershing. Financing under this arrangement is secured primarily by securities, and collateral limitations could reduce the amount of funding available under this arrangement. Our clearing arrangement activities are recorded net from trading activity and reported within receivables from or payables to brokers, dealers and clearing organizations. The funding is at the discretion of Pershing (i.e., uncommitted) and could be denied without a notice period. 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 ~~March 31,~~September 30, 2023, we had ~~$15.7~~$3.2 million of financing outstanding under this arrangement.

Clearing Arrangement with Bank Financing – We have established a financing arrangement with a U.S. branch of Canadian Imperial Bank of Commerce ("CIBC") related to our convertible securities inventories. Under this arrangement, our convertible securities inventories are cleared through a broker dealer affiliate of CIBC and held by CIBC. We generally economically hedge changes in the market value of our convertible securities inventories using the underlying common stock or the stock options of the underlying common stock. Financing under this arrangement is secured primarily by convertible securities and collateral limitations could reduce the amount of funding available. 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 ~~March 31,~~September 30, 2023, we had ~~$57.5~~$52.2 million of financing outstanding under this arrangement.

Committed Line – Our committed line is a one-year $80 million revolving secured credit facility. Advances under this facility are secured by certain marketable securities. The facility includes a covenant that requires Piper Sandler & Co. to maintain a minimum regulatory net capital of $120 million, and the unpaid principal amount of all advances under the facility will be due on December 8, 2023. This credit facility has been in place since 2008 and we ~~renewed~~anticipate being able to renew the facility for another one-year term in the fourth quarter of ~~2022.~~2023. At ~~March 31,~~September 30, 2023, we had no advances against this line of credit.

Revolving Credit Facility – Our parent company, Piper Sandler Companies, has an unsecured $75 million revolving credit facility with U.S. Bank N.A. The credit agreement will terminate on December 19, 2025, unless otherwise terminated, and is subject to a one-year extension exercisable at our option. At ~~March 31,~~September 30, 2023, there were no advances against this credit facility. At November 3, 2023, there are $55.0 million of advances against this credit facility.

This credit facility includes customary events of default and covenants that, among other things, require Piper Sandler & Co. to maintain a minimum regulatory net capital of $120 million, limit our leverage ratio, require maintenance of a minimum ratio of operating cash flow to fixed charges, and impose certain limitations on our ability to make acquisitions and make payments on our capital stock. At ~~March 31,~~September 30, 2023, we were in compliance with all covenants.

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The following ~~table presents~~tables present the average balances outstanding for our various funding sources by quarter for 2023 and 2022:


		Average Balance for the Three Months Ended											Average Balance for the Three Months Ended
(Amounts in millions)	(Amounts in millions)	Mar. 31, 2023		Dec. 31, 2022		Sept. 30, 2022		June 30, 2022		Mar. 31, 2022		(Amounts in millions)	Sept. 30, 2023		June 30, 2023		Mar. 31, 2023
Funding source:	Funding source:											Funding source:
Pershing clearing arrangement	Pershing clearing arrangement	$	8.5	$	8.5	$	38.8	$	19.7	$	3.8	Pershing clearing arrangement	$	7.1	$	26.8	$	8.5
Clearing arrangement with bank financing	Clearing arrangement with bank financing	55.2		62.3		69.0		83.3		110.3		Clearing arrangement with bank financing	96.1		99.6		55.2

Total	Total	$	63.7	$	70.8	$	107.8	$	103.0	$	114.1	Total	$	103.2	$	126.4	$	63.7


	Average Balance for the Three Months Ended
(Amounts in millions)	Dec. 31, 2022		Sept. 30, 2022		June 30, 2022		Mar. 31, 2022
Funding source:
Pershing clearing arrangement	$	8.5	$	38.8	$	19.7	$	3.8
Clearing arrangement with bank financing	62.3		69.0		83.3		110.3


Total	$	70.8	$	107.8	$	103.0	$	114.1

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The average funding in the ~~first~~third quarter of 2023 decreased to ~~$63.7~~$103.2 million, compared with ~~$114.1~~$126.4 million during the ~~first~~second quarter of ~~2022,~~2023, primarily due to ~~lower~~higher average ~~balances of convertible securities inventories.~~cash and cash equivalents balances.

The following table presents the maximum daily funding amount by quarter for 2023 and 2022:


(Amounts in millions)	(Amounts in millions)	2023		2022		(Amounts in millions)	2023		2022
First Quarter	First Quarter	$	146.6	$	366.3	First Quarter	$	146.6	$	366.3
Second Quarter	Second Quarter			$	409.5	Second Quarter	$	370.1	$	409.5
Third Quarter	Third Quarter			$	996.5	Third Quarter	$	224.2	$	996.5
Fourth Quarter	Fourth Quarter			$	246.2	Fourth Quarter			$	246.2

Long-Term Financing

Our long-term financing consists of $125 million of Class B ~~unsecured fixed rate senior notes ("Class B Notes").~~Notes. The initial holders of the Class B Notes were certain entities advised by Pacific Investment Management Company ("PIMCO"). The Class B Notes bear interest at an annual fixed rate of 5.20 percent, ~~and mature on October 15, 2023. Interest~~which is payable semi-annually. The Class B Notes matured on October 15, 2023 and the unpaid principal amount iswas due in full on the maturity ~~date and may not be prepaid.~~date.

The Class B Notes include customary events of default and covenants that, among other things, require Piper Sandler & Co. to maintain a minimum regulatory net capital, limit our leverage ratio and require maintenance of a minimum ratio of operating cash flow to fixed charges. At ~~March 31,~~September 30, 2023, we were in compliance with all covenants.

The Class B Notes were repaid in full on the October 15, 2023 maturity date. Given our level of capital and earnings, we did not enter into any new long-term financing arrangements.

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Capital Requirements

As a registered broker dealer and member firm of the Financial Industry Regulatory Authority, Inc. ("FINRA"), Piper Sandler & Co. is subject to the uniform net capital rule of the SEC and the net capital rule of FINRA. We have elected to use the alternative method permitted by the uniform net capital rule which requires that we maintain minimum net capital of $1.0 million. Advances to affiliates, repayment of subordinated liabilities, dividend payments and other equity withdrawals are subject to certain approvals, notifications and other provisions of the uniform net capital rules. We expect that these provisions will not impact our ability to meet current and future obligations. At ~~March 31,~~September 30, 2023, our net capital under the SEC's uniform net capital rule was ~~$198.4~~$156.6 million, and exceeded the minimum net capital required under the SEC rule by ~~$197.4~~$155.6 million.

Although we operate with a level of net capital substantially greater than the minimum thresholds established by FINRA and the SEC, a substantial reduction of our capital would curtail many of our capital markets revenue producing activities.

Our committed short-term credit facility, revolving credit facility and Class B Notes include covenants requiring Piper Sandler & Co. to maintain a minimum regulatory net capital of $120 million. Our fully disclosed clearing agreement with Pershing includes a covenant requiring Piper Sandler & Co. to maintain excess net capital of $120 million.

At ~~March 31,~~September 30, 2023, 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.

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Off-Balance Sheet Arrangements

In the ordinary course of business we enter into various types of off-balance sheet arrangements. The following table summarizes the notional contract value of our off-balance sheet arrangements for the periods presented:


		Expiration Per Period at December 31,												Total Contractual Amount					Expiration Per Period at December 31,												Total Contractual Amount
								2026		2028				March 31,		December 31,									2026		2028				September 30,		December 31,
(Amounts in thousands)	(Amounts in thousands)	2023		2024		2025		- 2027		- 2029		Later		2023		2022		(Amounts in thousands)	2023		2024		2025		- 2027		- 2029		Later		2023		2022
Customer matched-book derivative contracts (1) (2)	Customer matched-book derivative contracts (1) (2)	$	—	$	12,180	$	—	$	15,054	$	114,912	$	1,208,176	$	1,350,322	$	1,354,881	Customer matched-book derivative contracts (1) (2)	$	—	$	10,520	$	—	$	12,307	$	110,362	$	1,221,804	$	1,354,993	$	1,354,881
Trading securities derivative contracts (2)	Trading securities derivative contracts (2)	93,400		25,000		—		—		—		5,000		123,400		134,750		Trading securities derivative contracts (2)	43,200		98,250		—		—		—		5,000		146,450		134,750

Equity option derivative contracts (2)		2,836		—		—		—		—		—		2,836		—

Investment commitments (3)	Investment commitments (3)	—		—		—		—		—		—		99,407		96,280		Investment commitments (3)	—		—		—		—		—		—		95,164		96,280

(1)Consists of interest rate swaps. We have minimal market risk related to these matched-book derivative contracts; however, we do have counterparty risk with one major financial institution, which is mitigated by collateral deposits. In addition, we have a limited number of counterparties (contractual amount of ~~$153.8~~$152.3 million at ~~March 31,~~September 30, 2023) who are not required to post collateral. The uncollateralized amounts, representing the fair value of the derivative contracts, expose us to the credit risk of these counterparties. At ~~March 31,~~September 30, 2023, we had ~~$11.6~~$4.7 million of credit exposure with these counterparties, including ~~$7.2~~$3.4 million of credit exposure with one counterparty.

(2)We believe the fair value of these derivative contracts is a more relevant measure of the obligations because we believe the notional or contract amount overstates the expected payout. At ~~March 31,~~September 30, 2023 and December 31, 2022, the net fair value of these derivative contracts approximated ~~$11.9~~$9.0 million and $7.8 million, respectively.

(3)The investment commitments have no specified call dates. 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. Rather, the fair value of the derivative transactions are reported on the consolidated statements of financial condition as assets or liabilities in financial instruments and other inventory positions owned and financial instruments and other inventory positions sold, but not yet purchased, as applicable. For a discussion of our activities related to derivative products, see Note 4 to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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Investment Commitments

We have investments, including those made as part of our alternative asset management activities, in limited partnerships or limited liability companies that make direct or indirect equity or debt investments in companies. We commit capital and/or act as the managing partner of these entities. We have committed capital of ~~$99.4~~$95.2 million to certain entities and these commitments generally have no specified call dates.

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Replacement of Interbank Offered Rates ("IBORs"), including the London Interbank Offered Rate ("LIBOR")

Central banks and regulators in a number of major jurisdictions (e.g., U.S., U.K., European Union, Switzerland and Japan) have implemented ~~suitable~~ replacements for IBORs. ~~On March 5, 2021, the U.K. Financial Conduct Authority, which regulates LIBOR, formally announced the dates after which LIBOR will cease publication. The publication of certain USD~~Effective July 1, 2023, all LIBOR tenors ~~and all non-USD LIBOR tenors~~have ceased ~~after December 31, 2021, which did not impact our operations. The remaining USD LIBOR tenors will continue publication until June 30, 2023.~~publication.

The replacement of ~~the remaining USD~~ LIBOR ~~tenors does~~did not impact our financing arrangements, as each arrangement ~~has~~ either ~~already~~ transitioned to a replacement rate prior to LIBOR ceasing publication, or ~~includes~~included terms ~~identifying~~that identified a replacement rate (e.g., Secured Overnight Financing Rate) that ~~will become~~became effective ~~once the remaining USD~~when LIBOR ~~tenors cease~~ceased publication.

Our limited number of contractual agreements ~~which use the remaining USD~~that previously used LIBOR ~~tenors,~~ are ~~primarily~~principally within our customer matched-book derivatives portfolio. ~~Substantially all of these instruments mature after June 30, 2023 and use interest rates based on LIBOR.~~ The International Swaps and Derivatives Association ("ISDA") created the IBOR Fallback Protocol to facilitate amending references to benchmark interest rates in derivative contracts governed by Master ISDA Agreements. If a benchmark interest rate is no longer published, it will "fall back" to a new benchmark interest rate in those contracts where both counterparties have agreed to adhere to the protocol. ~~The majority~~All of our clients ~~have~~had adhered to the protocol ~~and we continue to work with our remaining clients to ensure adherence. However, if any of our clients do not adhere to the protocol, we will exit the relationship.~~when LIBOR ceased publication. As a result, ~~we do not expect~~ the transition from ~~the remaining USD~~ LIBOR ~~tenors~~ to a replacement rate ~~to have a significant~~did not impact on our operations.

Risk Management

Risk is an inherent part of our business. The principal risks we face in operating our business include: strategic risk, market risk, liquidity risk, credit risk, operational risk, human capital risk, and legal and regulatory ~~risks.~~risk. The extent to which we properly identify and effectively manage each of these risks is critical to our financial condition and profitability. We have a formal risk management process to identify, assess and monitor each risk and mitigating controls in accordance with defined policies and procedures. The risk management functions are independent of our business lines. 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. The nominating and governance committee of the board of directors oversees the board of directors' committee structures and functions as they relate to the various committees' responsibilities with respect to oversight of our major risk exposures. With respect to these major risk exposures, the audit committee is responsible for overseeing management's monitoring and control of our major risk exposures relating to market risk, credit risk, liquidity risk, legal and regulatory ~~risks,~~risk, operational risk (including cybersecurity), and human capital risk relating to misconduct, fraud, and legal and compliance matters. Our compensation committee is responsible for overseeing management's monitoring and control of our major risk exposures relating to compensation, organizational structure, and succession. Our board of directors is responsible for overseeing management's monitoring and control of our major risk exposures related to our corporate strategy. Our Chief Executive Officer and Chief Financial Officer meet with the audit committee on a quarterly basis to discuss our market, liquidity, and legal and regulatory risks, and provide updates to the board of directors, audit committee, and compensation committee concerning the other major risk exposures on a regular basis.

We use internal committees to assist in governing risk and ensure that our business activities are properly assessed, monitored and managed. Our executive financial risk committee manages our market, liquidity and credit risks; oversees risk management practices related to these risks, including defining acceptable risk tolerances and approving risk management policies; and responds to market changes in a dynamic manner. Membership is comprised of senior leadership, including but not limited to, our Chief Executive Officer, President, Chief Financial Officer, Treasurer, Head of Market and Credit Risk, and Head of Fixed Income Trading and Risk. Other committees that help evaluate and monitor risk include underwriting, leadership team and operating committees. These committees help manage risk by ensuring that business activities are properly managed and within a defined scope of activity. Our valuation committees, comprised of members of senior management and risk management, provide oversight and overall responsibility for the internal control processes and procedures related to fair value measurements. Additionally, our operational risk committees address and monitor risk related to information systems and security, legal, regulatory and compliance matters, and third parties such as vendors and service providers.

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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. The broader objectives of our risk management functions are to understand the risk profile of each trading area, to consolidate risk monitoring company-wide, to assist in implementing effective hedging strategies, to articulate large trading or position risks to senior management, and to ensure accurate fair values of our financial instruments.

Risk management techniques, processes and strategies may not be fully effective in mitigating our risk exposure in all market environments or against all types of risk, and any risk management failures could expose us to material unanticipated losses.

Strategic Risk

Strategic risk represents the risk associated with executive management failing to develop and execute on the appropriate strategic vision which demonstrates a commitment to our culture, leverages our core competencies, appropriately responds to external factors in the marketplace, and is in the best interests of our clients, employees and shareholders.

Our leadership team is responsible for managing our strategic risks. The board of directors oversees the leadership team in setting and executing our strategic plan.

Market Risk

Market risk represents the risk of losses, or financial volatility, that may result from the change in value of a financial instrument due to fluctuations in its market price. Our exposure to market risk is directly related to our role as a financial intermediary for our clients and to our market-making activities. The scope of our market risk management policies and procedures includes all market-sensitive cash and derivative financial instruments.

Our different types of market risk include:

Interest Rate Risk — Interest rate risk represents the potential volatility from changes in market interest rates. We are exposed to interest rate risk arising from changes in the level and volatility of interest rates, changes in the slope of the yield curve, changes in credit spreads, and the rate of prepayments on our interest-earning assets (e.g., inventories) and our funding sources (e.g., short-term financing) which finance these assets. Interest rate risk is managed by selling short U.S. government securities, agency securities, corporate debt securities and derivative contracts. See Note 4 to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information on our derivative contracts. Our interest rate hedging strategies may not work in all market environments and as a result may not be effective in mitigating interest rate risk. Also, we establish limits on our long fixed income securities inventory, monitor these limits on a daily basis and manage within those limits. Our limits include but are not limited to the following: position and concentration size, dollar duration (i.e., DV01), credit quality and aging.

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 ~~March 31,~~September 30, 2023, including the effect of the hedging transactions.

We also measure and monitor the aging and turnover of our long fixed income securities inventory. Turnover is evaluated based on a five-day average by category of security. The vast majority of our fixed income securities inventory generally turns over within three weeks.

In addition to the measures discussed above, we monitor and manage market risk exposure through evaluation of spread DV01 and the MMD basis risk for municipal securities to movements in U.S. treasury securities. 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. 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.

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Foreign Exchange Risk — Foreign exchange risk represents the potential volatility to earnings or capital arising from movement in foreign exchange rates. A modest portion of our business is conducted in currencies other than the U.S. dollar, and changes in foreign exchange rates relative to the U.S. dollar can therefore affect the value of non-U.S. dollar net assets, revenues and expenses.

Liquidity Risk

Liquidity risk is the risk that we are unable to timely access necessary funding sources in order to operate our business, as well as the risk that we are unable to timely divest securities that we hold in connection with our market-making and sales and trading activities. 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. Market risk can be exacerbated in times of trading illiquidity when market participants refrain from transacting in normal quantities and/or at normal bid-offer spreads. Depending on the specific security, the structure of the financial product, and/or overall market conditions, we may be forced to hold a security for substantially longer than we had planned or forced to liquidate into a challenging market if funding becomes unavailable.

See the section entitled "Liquidity, Funding and Capital Resources" for information regarding our liquidity and how we manage liquidity risk.

Credit Risk

Credit risk refers to the potential for loss due to the default or deterioration in credit quality of a counterparty, customer, borrower or issuer of securities we hold in our trading inventory. The nature and amount of credit risk depends on the type of transaction, the structure and duration of that transaction and the parties involved. Credit risk also results from an obligor's failure to meet the terms of any contract with us or otherwise fail to perform as agreed. 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. The following table summarizes the credit rating for our long corporate fixed income, municipal (taxable and tax-exempt), and U.S. government and agency securities as a percentage of the total of these asset classes as of ~~March 31,~~September 30, 2023:


		AAA		AA		A		BBB		BB		Not Rated			AAA		AA		A		BBB		BB		Not Rated
Corporate fixed income securities	Corporate fixed income securities	—	%	—	%	0.6	%	0.1	%	—	%	—	%	Corporate fixed income securities	—	%	0.6	%	0.1	%	0.1	%	—	%	—	%
Municipal securities - taxable and tax-exempt	Municipal securities - taxable and tax-exempt	11.2	%	49.2	%	14.8	%	2.4	%	—	%	5.2	%	Municipal securities - taxable and tax-exempt	26.8	%	37.9	%	21.6	%	1.2	%	—	%	3.0	%
U.S. government and agency securities	U.S. government and agency securities	—	%	16.4	%	—	%	—	%	—	%	0.1	%	U.S. government and agency securities	—	%	8.4	%	—	%	—	%	—	%	0.3	%
		11.2	%	65.6	%	15.4	%	2.5	%	—	%	5.3	%		26.8	%	46.9	%	21.7	%	1.3	%	—	%	3.3	%

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. Credit spreads represent the credit risk premiums required by market participants for a given credit quality (e.g., the additional yield that a debt instrument issued by a AA-rated entity must produce over a risk-free alternative). Changes in credit spreads result from potential changes in an issuer's credit rating or the market's perception of the issuer's creditworthiness. We are exposed to credit spread risk with the debt instruments held in our trading inventory. We enter into transactions to hedge our exposure to credit spread risk with derivatives and certain other financial instruments. These hedging strategies may not work in all market environments and as a result may not be effective in mitigating credit spread risk.

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Deterioration/Default Risk — Deterioration/default risk represents the risk due to an issuer, counterparty or borrower failing to fulfill its obligations. We are exposed to deterioration/default risk in our role as a trading counterparty to dealers and customers, as a holder of securities, and as a member of exchanges. The risk of default depends on the creditworthiness of the counterparty and/or issuer of the security. We mitigate this risk by establishing and monitoring individual and aggregate position limits for each counterparty relative to potential levels of activity, holding and marking to market collateral on certain transactions. 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 client activities involve the execution, settlement and financing of various transactions. Client activities are transacted on a delivery versus payment, cash or margin basis. Our credit exposure to institutional client business is mitigated by the use of industry-standard delivery versus payment through depositories and clearing banks. Our risk management functions have credit risk policies establishing appropriate credit limits and collateralization thresholds for our customers and counterparties.

Concentration Risk — Concentration risk is the risk due to concentrated exposure to a particular product; individual issuer, borrower or counterparty; financial instrument; or geographic area. We are subject to concentration risk if we hold large individual securities positions, execute large transactions with individual counterparties or groups of related counterparties, or make substantial underwriting commitments. Potential concentration risk is monitored through review of counterparties and borrowers and is managed using policies and limits established by senior management.

We have concentrated counterparty credit exposure with four non-publicly rated entities totaling ~~$11.6~~$4.7 million at ~~March 31,~~September 30, 2023. This counterparty credit exposure is part of our matched-book derivative program related to our public finance business, consisting primarily of interest rate swaps. One derivative counterparty represented ~~61.9~~71.6 percent, or ~~$7.2~~$3.4 million, of this exposure. Credit exposure associated with our derivative counterparties is driven by uncollateralized market movements in the fair value of the interest rate swap contracts and is monitored regularly by our financial risk committee. We attempt to minimize the credit (or repayment) risk in derivative instruments by entering into transactions with high-quality counterparties that are reviewed periodically by senior management.

Operational Risk

Operational risk is the risk of loss, or damage to our reputation, resulting from inadequate or failed processes, people and systems or from external events. We rely on the ability of our employees and our systems, both internal and at computer centers operated by third parties, to process a large number of transactions. Our systems may fail to operate properly or become disabled as a result of events that are wholly or partially beyond our control. In the event of a breakdown or improper operation of our systems or improper action by our employees or third party vendors, we could suffer financial loss, a disruption of our businesses, regulatory sanctions and damage to our reputation. We also face the risk of operational failure or termination of our relationship with any of the exchanges, fully disclosed clearing firms, or other financial intermediaries we use to facilitate our securities transactions. Any such failure or termination could adversely affect our ability to effect transactions and manage our exposure to risk.

Our operations rely on secure processing, storage and transmission of confidential and other information in our internal and outsourced computer systems and networks. Our computer systems, software and networks may be vulnerable to unauthorized access, computer viruses or other malicious code, internal misconduct or inadvertent errors and other events that could have an information security impact. The occurrence of one or more of these events, which we have experienced in the past, could jeopardize our or our clients' or counterparties' confidential and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our, our clients', our counterparties' or third parties' operations. We take protective measures and endeavor to modify them as circumstances warrant.

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In order to mitigate and control operational risk, we have developed and continue to enhance policies and procedures that are designed to identify and manage operational risk at appropriate levels throughout the organization. Important aspects of these policies and procedures include segregation of duties, management oversight, internal control over financial reporting and independent risk management activities within such functions as Risk Management, Compliance, Operations, Internal Audit, Treasury, Finance, Information Technology and Legal. Internal Audit oversees, monitors, evaluates, analyzes and reports on operational risk across the firm. We also have business continuity plans in place that we believe will cover critical processes on a company-wide basis, and redundancies are built into our systems as we have deemed appropriate. These control mechanisms attempt to ensure that operational policies and procedures are being followed and that our various businesses are operating within established corporate policies and limits.

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. In a fully disclosed clearing model, we act as an introducing broker for client transactions and rely on Pershing, our clearing broker dealer, to facilitate clearance and settlement of our clients' securities transactions. The clearing services provided by Pershing are critical to our business operations, and similar to other services performed by third party vendors, any failure by Pershing with respect to the services we rely upon Pershing to provide could cause financial loss, significantly disrupt our business, damage our reputation, and adversely affect our ability to serve our clients and manage our exposure to risk.

Human Capital Risk

Our business is a human capital business and our success is dependent upon the skills, expertise and performance of our employees. Human capital risks represent the risks posed if we fail to attract and retain qualified individuals who are motivated to serve the best interests of our clients, thereby serving the best interests of our company. Attracting and retaining employees depends, among other things, on our company's culture, management, work environment, geographic locations and compensation. There are risks associated with the proper recruitment, development and rewards of our employees to ensure quality performance and retention.

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. We are generally subject to extensive regulation in the various jurisdictions in which we conduct our business. We have established procedures that are designed to ensure compliance with applicable statutory and regulatory requirements, such as public company reporting obligations, regulatory net capital requirements, sales and trading practices, potential conflicts of interest, anti-money laundering, privacy, and financial and electronic recordkeeping. We have also established procedures that are designed to require that our policies relating to ethics and business conduct are followed. The legal and regulatory focus on the financial services industry presents a continuing business challenge for us.

Our business also subjects us to the complex income tax laws of the jurisdictions in which we have business operations, and these tax laws may be subject to different interpretations by the taxpayer and the relevant governmental taxing authorities. We must make judgments and interpretations about the application of these inherently complex tax laws when determining the provision for income taxes.

Effects of Inflation

Because our assets are liquid and generally short-term in nature, they are not significantly affected by inflation. However, the rate of inflation affects our expenses, such as employee compensation, office space occupancy costs, communications charges and travel costs, which may not be readily recoverable in the price of services we offer to our clients. To the extent inflation results in rising interest rates and has adverse effects upon the securities markets, it may adversely affect our financial position and results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The information under the caption "Risk Management" in Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," in this Quarterly Report on Form 10-Q is incorporated herein by reference.

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ITEM 4. CONTROLS AND PROCEDURES.

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (b) accumulated and communicated to our management, including our principal executive officer and our principal financial officer, to allow timely decisions regarding disclosure.

During the ~~first~~third quarter of our fiscal year ending December 31, 2023, there was no change in our system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The discussion of our legal proceedings contained in Note 11 to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.

ITEM 1A. RISK FACTORS.

The discussion of our business and operations should be read together with the risk factors contained in Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022. These risk factors describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner.

There have been no material changes to the risk factors disclosed under Part I, Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, ~~AND~~ USE OF ~~PROCEEDS.~~PROCEEDS, AND 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 ~~March 31,~~September 30, 2023.


						Total Number of Shares	Approximate Dollar								Total Number of Shares	Approximate Dollar
						Purchased as Part of	Value of Shares Yet to be								Purchased as Part of	Value of Shares Yet to be
			Total Number of	Average Price		Publicly Announced	Purchased Under the					Total Number of	Average Price		Publicly Announced	Purchased Under the
Period	Period		Shares Purchased	Paid per Share		Plans or Programs	Plans or Programs (1)			Period		Shares Purchased	Paid per Share		Plans or Programs	Plans or Programs (1)
Month #1	Month #1									Month #1
(January 1, 2023 to January 31, 2023)			86,758	$	140.39	—	$	138	million
July 1, 2023 to July 31, 2023										July 1, 2023 to July 31, 2023		—	$	—	—	$	138	million
Month #2	Month #2									Month #2
(February 1, 2023 to February 28, 2023)			169,336	$	153.34	—	$	138	million
August 1, 2023 to August 31, 2023										August 1, 2023 to August 31, 2023		26,900	$	145.11	—	$	138	million
Month #3	Month #3									Month #3
(March 1, 2023 to March 31, 2023)			169,937	$	133.49	—	$	138	million
September 1, 2023 to September 30, 2023										September 1, 2023 to September 30, 2023		—	$	—	—	$	138	million
Total	Total		426,031	$	142.79	—	$	138	million	Total		26,900	$	145.11	—	$	138	million

(1)	(1)	Effective May 6, 2022, our board of directors authorized the repurchase of up to $150.0 million of common stock through December 31, 2024.								(1)	Effective May 6, 2022, our board of directors authorized the repurchase of up to $150.0 million of common stock through December 31, 2024.

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ITEM 5. OTHER INFORMATION.

During the quarter ended September 30, 2023, no director or officer of the Company adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS.


Exhibit Index	Exhibit Index			Exhibit Index
Exhibit	Exhibit		Method	Exhibit		Method
Number	Number	Description	of Filing	Number	Description	of Filing

3.1	3.1	Amended and Restated Certificate of Incorporation.	(1)	3.1	Amended and Restated Certificate of Incorporation.	(1)
3.2	3.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation.	(2)	3.2	Amended and Restated Bylaws (as of February 9, 2023).	(2)
3.3		Amended and Restated Bylaws (as of February 9, 2023).	(3)
10.1				10.1	L etter Agreement, dated August 8, 2023, by an d betwee n Piper Sandler Companies and Katherine P. Cl une. †	(3)
31.1	31.1	Rule 13a-14(a)/15d-14(a) Certification of Chairman and Chief Executive Officer.	Filed herewith	31.1	Rule 13a-14(a)/15d-14(a) Certification of Chairman and Chief Executive Officer.	Filed herewith
31.2	31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.	Filed herewith	31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.	Filed herewith
32.1	32.1	Section 1350 Certifications.	Furnished herewith	32.1	Section 1350 Certifications.	Furnished herewith
101	101	The following financial information from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Consolidated Financial Statements.	Filed herewith	101	The following financial information from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Consolidated Financial Statements.	Filed herewith
104	104	The cover page from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in iXBRL and included in Exhibit 101.	Filed herewith	104	The cover page from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in iXBRL and included in Exhibit 101.	Filed herewith

_______________________

(1)~~Filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2007, filed with the SEC on August 3, 2007, and incorporated herein by reference.~~

~~(2)~~Filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on ~~January 6, 2020,~~May 18, 2023, and incorporated herein by reference.

~~(3)~~(2)Filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on February 10, 2023, and incorporated herein by reference.

(3)Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 12, 2023, and incorporated herein by reference.

† This exhibit is a management contract or compensatory plan or agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PIPER SANDLER COMPANIES

Date:

~~May 4,~~November 3, 2023

/s/ Chad R. Abraham

Name

Chad R. Abraham

Its

Chairman and Chief Executive Officer

Date:

~~May 4,~~November 3, 2023

/s/ Timothy L. Carter

Name

Timothy L. Carter

Its

Chief Financial Officer


PART I. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	3
	Consolidated Statements of Financial Condition	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Comprehensive Income	5
	Consolidated Statements of Changes in Shareholders' Equity	6
	Consolidated Statements of Cash Flows	78
	Notes to the Consolidated Financial Statements	89
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3638
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5764
ITEM 4.	CONTROLS AND PROCEDURES	5865

PART II. OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	5865
ITEM 1A.	RISK FACTORS	5865
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES, ~~AND~~ USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES	5865
ITEM 5.	OTHER INFORMATION	66
ITEM 6.	EXHIBITS	5966
	SIGNATURES	6067