Piper Sandler Companies 8K Declares Special Dividend of $1.00 Per Share and Quarterly Dividend of $0.60 Per Share | PIPR 2 Feb 24

Exhibit 99

Piper Sandler Companies Reports Fourth Quarter and Full Year 2023 Results;

Declares Special Dividend of $1.00 Per Share and Quarterly Dividend of $0.60 Per Share

MINNEAPOLIS—February 2, 2024—Piper Sandler Companies (NYSE: PIPR), a leading investment bank, today announced its results for the fourth quarter and full year of 2023.

"We finished 2023 with fourth quarter net revenues of over $450 million, the strongest quarter of the year, which led to over $1.3 billion of net revenues on a full year basis. Our advisory business was a key driver of the performance, generating 60% of total net revenues for the quarter," said Chad Abraham, chairman and chief executive officer. "Despite challenging market conditions for most of the year, we delivered solid profitability and returned $155 million of capital to our shareholders, highlighting our successful operating discipline and the benefits of our scaled and diversified platform."


	Fourth Quarter 2023 Results											Full Year 2023 Results
	U.S. GAAP						Adjusted (1)					U.S. GAAP				Adjusted (1)
(Dollars in millions, except per share data)	Q4		vs.		vs.			Q4		vs.		vs.					vs.				vs.
	2023		Q3-23		Q4-22			2023		Q3-23		Q4-22		2023			2022		2023		2022
Net revenues	$472		63	%	21	%		$457		49	%	17	%	$1,348			-5	%	$1,330		-7	%
Pre-tax margin	18.2	%	N/M		7.3pp			21.7	%	6.4pp		2.4pp		9.1	%		-0.3pp		16.0	%	-2.8pp
Net income attributable to Piper Sandler Companies	$52		N/M		37	%		$72		130	%	21	%	$85			-23	%	$166		-17	%
Earnings per diluted common share	$3.00		N/M		33	%		$4.03		129	%	21	%	$4.96			-24	%	$9.28		-18	%

N/M — Not meaningful

(1)A non-U.S. GAAP ("non-GAAP") measure. Management believes that presenting results and measures on an adjusted basis alongside U.S. GAAP measures provides the most meaningful basis for comparison of its operating results across periods. The non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP. For a detailed explanation of the adjustments made to the corresponding U.S. GAAP measures, see "Reconciliation of U.S. GAAP to Selected Summary Financial Information."

Financial & Business Highlights

•Net revenues for the fourth quarter of 2023 of $472 million and adjusted net revenues of $457 million represent the strongest quarter of the year.

◦Advisory services generated revenues of $284 million, our second strongest quarter on record, accounting for 60% of total net revenues.

•Our 2023 performance was resilient with net revenues of $1.3 billion, our third strongest year on record, against a backdrop of reduced activity and declining market fee pools in most of our businesses.

◦Corporate investment banking revenues of $840 million represent a strong performance relative to the market as we benefitted from the sector and product diversification of our platform.

◦Advisory services represented over 50% of total net revenues for the third consecutive year.

•We retained or grew market share in a number of our businesses during 2023.

◦Ranked No. 2 based on number of announced U.S. M&A deals with a reported value of less than $1 billion; ranked No. 1 in U.S. bank and thrift M&A based on number of announced transactions and aggregate deal value.

◦Ranked as a top 5 investment bank based on number of book run equity financing transactions for biopharma companies with less than $5 billion of market cap.

Talent

•Appointed Kate Clune as chief financial officer effective January 1, 2024. Clune assumed the role from Tim Carter, who will stay on into the second quarter of 2024 to continue assisting with the transition.

•Grew investment banking managing director headcount to 169 as of December 31, 2023, representing a net increase of 10 managing directors for the year. A significant component of the growth was driven by internal promotions.

Capital

•Declared a special cash dividend of $1.00 per share of common stock and a quarterly cash dividend of $0.60 per share of common stock on February 2, 2024 to be paid on March 15, 2024 to shareholders of record as of March 4, 2024.

•Total dividend of $3.40 per share of common stock for fiscal year 2023, a payout ratio of 37% of adjusted net income.

•Returned an aggregate of $155 million to shareholders during 2023 through share repurchases and dividends.

U.S. GAAP Selected Financial Data

The following summarizes our results on a U.S. GAAP basis.


	Three Months Ended													Twelve Months Ended
(Dollars in thousands, except per share data)	Dec. 31,			Sept. 30,			Dec. 31,			Change vs.				Dec. 31,			Dec. 31,
	2023			2023			2022			Q3-23		Q4-22		2023			2022			Change
Revenues
Investment banking:
Advisory services	$	284,317		$	154,560		$	221,064		84	%	29	%	$	709,316		$	776,428		-9	%
Corporate financing	30,178			37,171			36,816			-19	%	-18	%	131,077			125,342			5	%
Municipal financing	29,280			19,935			18,568			47	%	58	%	83,419			107,739			-23	%
Total investment banking	343,775			211,666			276,448			62	%	24	%	923,812			1,009,509			-8	%

Institutional brokerage:
Equity brokerage	55,003			50,243			56,449			9	%	-3	%	209,512			210,314			—	%
Fixed income services	47,892			40,250			49,603			19	%	-3	%	168,027			194,953			-14	%
Total institutional brokerage	102,895			90,493			106,052			14	%	-3	%	377,539			405,267			-7	%

Interest income	7,302			6,980			6,519			5	%	12	%	26,723			20,365			31	%
Investment income/(loss)	20,235			(17,108)			4,305			N/M		370	%	30,039			(23)			N/M
Total revenues	474,207			292,031			393,324			62	%	21	%	1,358,113			1,435,118			-5	%
Interest expense	2,356			2,546			2,275			-7	%	4	%	10,146			9,480			7	%
Net revenues	471,851			289,485			391,049			63	%	21	%	1,347,967			1,425,638			-5	%

Non-interest expenses
Compensation and benefits	301,154			207,282			262,742			45	%	15	%	897,034			983,524			-9	%
Non-compensation expenses	84,851			85,653			85,637			-1	%	-1	%	328,347			307,745			7	%
Total non-interest expenses	386,005			292,935			348,379			32	%	11	%	1,225,381			1,291,269			-5	%

Income/(loss) before income tax expense	85,846			(3,450)			42,670			N/M		101	%	122,586			134,369			-9	%
Income tax expense	21,273			10,227			4,656			108	%	357	%	23,613			33,189			-29	%
Net income/(loss)	$	64,573		$	(13,677)		$	38,014		N/M		70	%	$	98,973		$	101,180		-2	%

Net income attributable to Piper Sandler Companies	$	52,025		$	3,878		$	38,101		N/M		37	%	$	85,491		$	110,674		-23	%

Earnings per diluted common share	$	3.00		$	0.22		$	2.25		N/M		33	%	$	4.96		$	6.52		-24	%

Ratios and margin
Compensation ratio	63.8		%	71.6		%	67.2		%					66.5		%	69.0		%
Non-compensation ratio	18.0		%	29.6		%	21.9		%					24.4		%	21.6		%
Pre-tax margin	18.2		%	-1.2		%	10.9		%					9.1		%	9.4		%
Effective tax rate	24.8		%	-296.4		%	10.9		%					19.3		%	24.7		%

N/M — Not meaningful

The following table summarizes additional business metrics for the periods presented.


	Three Months Ended										Twelve Months Ended
	Dec. 31,		Sept. 30,		Dec. 31,		Change vs.				Dec. 31,		Dec. 31,
	2023		2023		2022		Q3-23		Q4-22		2023		2022		Change
Advisory services
Completed M&A and restructuring transactions	62		44		60		41	%	3	%	213		218		-2	%
Completed capital advisory transactions	26		7		18		271	%	44	%	56		84		-33	%
Total completed advisory transactions	88		51		78		73	%	13	%	269		302		-11	%

Corporate financings
Total equity transactions priced	14		17		20		-18	%	-30	%	73		55		33	%
Book run equity transactions priced	13		16		16		-19	%	-19	%	65		45		44	%
Total debt and preferred transactions priced	5		4		2		25	%	150	%	15		30		-50	%
Book run debt and preferred transactions priced	2		3		2		-33	%	—	%	7		19		-63	%

Municipal negotiated issues
Aggregate par value of issues priced (in billions)	$	3.2	$	4.0	$	2.9	-20	%	10	%	$	12.4	$	14.6	-15	%
Total issues priced	100		113		131		-12	%	-24	%	413		570		-28	%

Equity brokerage
Number of shares traded (in billions)	2.6		2.5		2.9		4	%	-10	%	10.7		11.0		-3	%

NET REVENUES

For the fourth quarter of 2023, net revenues of $471.9 million increased 63% compared to the third quarter of 2023 and 21% compared to the fourth quarter of 2022.

Net revenues of $1.35 billion for 2023 decreased 5% compared to the prior year.

Investment banking revenues of $343.8 million for the fourth quarter of 2023 increased 62% compared to the third quarter of 2023 and 24% compared to the fourth quarter of 2022.

Investment banking revenues of $923.8 million for the full year decreased 8% compared to 2022.

•Advisory services revenues of $284.3 million for the fourth quarter of 2023 represent our second strongest quarter on record. Advisory services revenues increased 84% compared to the third quarter of 2023 and 29% compared to the fourth quarter of 2022 driven by a higher average fee and more completed transactions. Sector performance during the quarter was led by our financial services, services and industrials, and healthcare franchises. We experienced an elevated close rate during the fourth quarter of 2023 driven by a slight improvement in market conditions.

Advisory services revenues of $709.3 million for 2023 decreased 9% compared to the prior year driven by fewer completed transactions, offset in part by a higher average fee. The diversification of our sectors and products provided some resiliency to our results despite the challenging M&A and debt markets we experienced during most of the year driven primarily by macroeconomic uncertainty. Our financial services and healthcare teams led the year, while our agented debt and restructuring groups generated record revenues, and we grew revenues from private equity clients.

•Corporate financing revenues of $30.2 million for the fourth quarter of 2023 decreased 19% compared to the third quarter of 2023 and 18% compared to the fourth quarter of 2022 due to fewer completed deals.

Corporate financing revenues of $131.1 million for the full year increased 5% compared to 2022 driven by an increase in completed equity financings which more than offset the decline in financial services debt and preferred transactions. Performance during the year was led by our market-leading healthcare franchise, which served as book runner on 45 of the 46 deals the team priced.

•Municipal financing revenues of $29.3 million for the fourth quarter of 2023 increased 47% compared to the third quarter of 2023 and 58% compared to the fourth quarter of 2022 driven by an increase in issuances among our specialty sector clients.

Municipal financing revenues of $83.4 million for 2023 decreased 23% compared to the year-ago period driven by a decline in issuances as market conditions remained challenging during most of the year due to increased interest rates and volatility combined with weak investor demand.

Institutional brokerage revenues of $102.9 million for the fourth quarter of 2023 increased 14% compared to the third quarter of 2023 and decreased 3% compared to the fourth quarter of 2022.

Institutional brokerage revenues of $377.5 million for the year decreased 7% compared to 2022.

•Equity brokerage revenues of $55.0 million for the fourth quarter of 2023 increased 9% compared to the third quarter of 2023 due to increased volumes and higher revenues from research services. Equity brokerage revenues decreased 3% compared to the fourth quarter of 2022 due to lower volatility and volumes.

Equity brokerage revenues of $209.5 million for 2023 were essentially flat compared to the prior year as market share gains offset the declines from lower volatility and volumes.

•Fixed income services revenues of $47.9 million for the fourth quarter of 2023 increased 19% compared to the third quarter of 2023 driven by increased activity from our depository clients. Fixed income services revenues decreased 3% compared to the fourth quarter of 2022 driven by reduced activity from our asset management and insurance client verticals.

Fixed income services revenues of $168.0 million for 2023 decreased 14% compared to the year-ago period as market conditions remained challenging during most of the year. Interest rate uncertainty and an increased focus to maintain higher levels of liquidity resulted in a decline in activity among our depository clients relative to the prior year.

Investment income/(loss) for the fourth quarter of 2023 was income of $20.2 million compared to a loss of $17.1 million for the third quarter of 2023 and income of $4.3 million for the fourth quarter of 2022. For 2023, we recorded investment income of $30.0 million compared to a loss of $23 thousand. The current and prior periods include amounts attributable to noncontrolling interests. For the current and prior periods, investment income/(loss) primarily related to the alternative asset management funds we manage.

NON-INTEREST EXPENSES

For the fourth quarter of 2023, non-interest expenses of $386.0 million increased 32% compared to the third quarter of 2023 and 11% compared to the fourth quarter of 2022.

Non-interest expenses of $1.23 billion for 2023 decreased 5% compared to the prior year.

•Compensation ratio of 63.8% for the fourth quarter of 2023 decreased compared to the third quarter of 2023 and the fourth quarter of 2022 resulting from increased net revenues including higher investment income attributable to noncontrolling interests. In addition, acquisition-related compensation expenses for the current quarter decreased compared to the fourth quarter of 2022.

Compensation ratio of 66.5% for 2023 decreased compared to 69.0% for the year-ago period driven by a decline in acquisition-related compensation expenses as well as higher investment income attributable to noncontrolling interests.

•Non-compensation expenses of $84.9 million for the fourth quarter of 2023 were essentially flat compared to the third quarter of 2023 and the fourth quarter of 2022.

Non-compensation expenses of $328.3 million for 2023 increased 7% compared to 2022 primarily driven by $21.5 million of expenses related to potential regulatory settlements with the Securities Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) regarding recordkeeping requirements for business-related communications. In addition, non-compensation expenses for 2023 included the write-off of a $7.5 million uncollectible receivable in our municipal financing business. The increase in non-compensation expenses compared to the prior year was offset in part by decreased marketing and business development expenses resulting from reduced travel.

PRE-TAX INCOME/(LOSS)

For the fourth quarter of 2023, we recorded pre-tax income of $85.8 million compared to a pre-tax loss of $3.5 million for the third quarter of 2023 and pre-tax income of $42.7 million for the fourth quarter of 2022.

Pre-tax income of $122.6 million for the year decreased 9% compared to 2022.

•Pre-tax margin of 18.2% for the fourth quarter of 2023 increased compared to negative 1.2% for the third quarter of 2023 and 10.9% for the fourth quarter of 2022 resulting from increased net revenues and a lower compensation ratio.

Pre-tax margin of 9.1% for 2023 decreased slightly compared to 9.4% for the prior year as the decrease in net revenues was offset by in part by a lower compensation ratio.

EFFECTIVE TAX RATE

For the current and prior periods, the effective tax rate is impacted by the level of noncontrolling interests, the amount of non-deductible expenses, and restricted stock award vestings. The effective tax rate for the fourth quarter of 2022 was also impacted by the reversal of a deferred tax asset valuation allowance on our U.K. legal entity, Piper Sandler Ltd.

The effective tax rate of 19.3% for 2023 included $16.6 million of tax benefits related to restricted stock award vestings. The effective tax rate of 24.7% for 2022 included $10.2 million of tax benefits related to restricted stock award vestings as well as the reversal of a deferred tax asset valuation allowance on our U.K. legal entity.

NET INCOME & EARNINGS PER SHARE

For the fourth quarter of 2023, we generated net income of $52.0 million, or $3.00 per diluted common share. Results for the current quarter increased compared to the third quarter of 2023 and the fourth quarter of 2022 due to higher net revenues and pre-tax margin.

For 2023, we generated net income of $85.5 million, or $4.96 per diluted common share. Results decreased compared to 2022 due to lower net revenues.

Non-GAAP Selected Financial Data

The following summarizes our results on an adjusted, non-GAAP basis.


	Three Months Ended													Twelve Months Ended
(Dollars in thousands, except per share data)	Dec. 31,			Sept. 30,			Dec. 31,			Change vs.				Dec. 31,			Dec. 31,
	2023			2023			2022			Q3-23		Q4-22		2023			2022			Change
Adjusted revenues
Investment banking:
Advisory services	$	284,317		$	154,560		$	221,064		84	%	29	%	$	709,316		$	776,428		-9	%
Corporate financing	30,178			37,171			36,816			-19	%	-18	%	131,077			125,342			5	%
Municipal financing	29,280			19,935			18,568			47	%	58	%	83,419			107,739			-23	%
Total investment banking	343,775			211,666			276,448			62	%	24	%	923,812			1,009,509			-8	%

Institutional brokerage:
Equity brokerage	55,003			50,243			56,449			9	%	-3	%	209,512			210,314			—	%
Fixed income services	47,892			40,250			49,603			19	%	-3	%	168,027			194,953			-14	%
Total institutional brokerage	102,895			90,493			106,052			14	%	-3	%	377,539			405,267			-7	%

Interest income	7,302			6,980			6,519			5	%	12	%	26,723			20,365			31	%
Investment income/(loss)	5,506			(2,010)			2,503			N/M		120	%	7,123			1,552			359	%
Adjusted total revenues	459,478			307,129			391,522			50	%	17	%	1,335,197			1,436,693			-7	%
Interest expense	2,085			921			650			126	%	221	%	5,000			2,980			68	%
Adjusted net revenues	457,393			306,208			390,872			49	%	17	%	1,330,197			1,433,713			-7	%

Adjusted operating expenses
Adjusted compensation and benefits	290,144			195,724			243,480			48	%	19	%	845,976			895,999			-6	%
Adjusted non-compensation expenses	68,182			63,760			71,889			7	%	-5	%	271,278			268,561			1	%
Adjusted total operating expenses	358,326			259,484			315,369			38	%	14	%	1,117,254			1,164,560			-4	%

Adjusted operating income	$	99,067		$	46,724		$	75,503		112	%	31	%	$	212,943		$	269,153		-21	%



Adjusted income tax expense	26,422			13,622			14,039			94	%	88	%	41,404			61,336			-32	%

Adjusted net income	$	72,374		$	31,477		$	59,839		130	%	21	%	$	166,393		$	201,317		-17	%

Adjusted earnings per diluted common share	$	4.03		$	1.76		$	3.33		129	%	21	%	$	9.28		$	11.26		-18	%

Adjusted ratios and margin
Adjusted compensation ratio	63.4		%	63.9		%	62.3		%					63.6		%	62.5		%
Adjusted non-compensation ratio	14.9		%	20.8		%	18.4		%					20.4		%	18.7		%
Adjusted operating margin	21.7		%	15.3		%	19.3		%					16.0		%	18.8		%
Adjusted effective tax rate	26.7		%	30.2		%	19.0		%					19.9		%	23.4		%

N/M — Not meaningful

Throughout this press release, including the table above, we present financial measures that are not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). Management believes that presenting results and measures on an adjusted basis alongside U.S. GAAP measures provides the most meaningful basis for comparison of its operating results across periods and enhances the overall understanding of our current financial performance by excluding certain items that may not be indicative of our core operating results. The non-GAAP financial measures should be considered in addition to, not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP. For a detailed explanation of the adjustments made to the corresponding U.S. GAAP measures, see "Reconciliation of U.S. GAAP to Selected Summary Financial Information."

See page 3 for a summary of additional business metrics.

ADJUSTED NET REVENUES

For the fourth quarter of 2023, adjusted net revenues of $457.4 million represent a strong finish to the year as market conditions across most of our businesses incrementally improved which led to increased client activity relative to the comparable quarters. Adjusted net revenues for the quarter increased 49% compared to the third quarter of 2023 and 17% compared to the fourth quarter of 2022.

Adjusted net revenues of $1.33 billion for 2023 decreased 7% compared to the prior year and represent our third strongest year on record. Market conditions were challenging throughout the industry and for most of our businesses during the year; however, strong relative performance combined with the diversification of our platform within and across our businesses provided some resiliency to our results.

ADJUSTED OPERATING EXPENSES

For the fourth quarter of 2023, adjusted operating expenses of $358.3 million increased 38% compared to the third quarter of 2023 and 14% compared to the fourth quarter of 2022.

Adjusted operating expenses of $1.12 billion for the current year decreased 4% compared to 2022.

•Adjusted compensation ratio of 63.4% for the fourth quarter of 2023 decreased compared to 63.9% for the third quarter of 2023 driven by higher adjusted net revenues. The adjusted compensation ratio for the current quarter increased compared to 62.3% for the fourth quarter of 2022 resulting from investments in the business.

Adjusted compensation ratio of 63.6% for 2023 increased compared to 62.5% for the prior year due to lower adjusted net revenues.

•Adjusted non-compensation expenses of $68.2 million for the fourth quarter of 2023 increased 7% compared to the third quarter of 2023 due to increased outside services expenses and higher reimbursed deal expenses. Non-compensation expenses decreased 5% compared to the fourth quarter of 2022 driven by lower marketing and business development expenses related to reduced travel as well as a decline in reimbursed deal expenses.

Adjusted non-compensation expenses of $271.3 million for the year were essentially flat compared to 2022. Higher other operating expenses driven by the write-off of a $7.5 million uncollectible receivable in our municipal financing business were offset in part by declines in marketing and business development expenses related to reduced travel, reimbursed deal costs and outside services expenses.

ADJUSTED OPERATING INCOME

For the fourth quarter of 2023, adjusted operating income of $99.1 million increased 112% compared to the third quarter of 2023 and 31% compared to the fourth quarter of 2022.

Adjusted operating income of $212.9 million for 2023 decreased 21% compared to the prior year.

•Adjusted operating margin of 21.7% for the fourth quarter of 2023 increased compared to 15.3% for the third quarter of 2023 and 19.3% for the fourth quarter of 2022 primarily due to higher adjusted net revenues.

Adjusted operating margin of 16.0% for the current year declined compared to 18.8% for 2022 resulting from lower adjusted net revenues and a higher adjusted compensation ratio.

ADJUSTED EFFECTIVE TAX RATE

For the fourth quarter of 2023, our adjusted effective tax rate of 26.7% decreased compared to 30.2% for the third quarter of 2023 driven by lower non-deductible expenses. The adjusted effective tax rate of 19.0% for the fourth quarter of 2022 was impacted by the reversal of a deferred tax asset valuation allowance on our U.K. legal entity, Piper Sandler Ltd.

The adjusted effective tax rate of 19.9% for 2023 decreased compared to 23.4% for the prior year driven by a higher tax benefit from restricted stock award vestings.

ADJUSTED NET INCOME & ADJUSTED EARNINGS PER SHARE

For the fourth quarter of 2023, we generated adjusted net income of $72.4 million, or $4.03 of adjusted earnings per diluted common share. Results for the current quarter increased compared to the third quarter of 2023 and the fourth quarter of 2022 driven primarily by higher adjusted net revenues and adjusted operating margin.

We generated adjusted net income of $166.4 million, or $9.28 of adjusted earnings per diluted common share, for 2023. Results for the year decreased compared to 2022 driven by lower adjusted net revenues and adjusted operating margin offset in part by a lower adjusted effective tax rate.

Capital

DIVIDENDS

On February 2, 2024, our Board of Directors declared a special cash dividend on the company's common stock of $1.00 per share related to our financial results for fiscal year 2023 to be paid on March 15, 2024, to shareholders of record as of the close of business on March 4, 2024. Including this special cash dividend, our total dividend related to fiscal year 2023 amounts to $3.40 per share of common stock, or a payout ratio of 37% of adjusted net income.

In addition, our Board of Directors declared a quarterly cash dividend on the company's common stock of $0.60 per share to be paid on March 15, 2024, to shareholders of record as of the close of business on March 4, 2024.

During the fourth quarter of 2023, we paid a quarterly cash dividend of $0.60 per share of common stock, for an aggregate of $10.2 million. For 2023, we returned an aggregate of $84.4 million, or $3.65 per share of common stock, to shareholders through quarterly cash dividends and a special cash dividend, which was paid in the first quarter of 2023.

SHARE REPURCHASES

During the fourth quarter of 2023, we repurchased approximately 20,000 shares, or $3.1 million, of the company's common stock, at an average price of $151.45 per share, from restricted stock award recipients selling shares upon the award vesting to meet their employment tax obligations.

During 2023, we repurchased approximately 495,000 shares, or $70.7 million, of the company's common stock, at an average price of $142.92 per share, from restricted stock award recipients selling shares upon the award vesting to meet their employment tax obligations. These share repurchases more than offset the share count dilution from the 2023 annual stock grants.

Additional Information


	Dec. 31,		Sept. 30,		Dec. 31,
	2023		2023		2022
Human Capital
Full-time employees	1,725		1,761		1,790
Corporate investment banking managing directors	169		168		159

Shareholder Information (amounts in millions)
Common shareholders’ equity	$	1,085.5	$	1,034.4	$	1,054.1

Shares outstanding:
Common shares outstanding	15.2		15.1		13.7
Restricted shares outstanding	2.6		2.7		4.2
Total shares outstanding	17.8		17.8		17.9

Market Share Data Sources

Market share positions and data presented within the press release are referenced from the following independent sources:

Mergermarket

•No. 2 advisor in U.S. M&A based on number of transactions announced for the period beginning January 1, 2023 and ending December 31, 2023 with a reported value of < $1 billion

S&P Capital IQ Pro

•No. 1 advisor in U.S. M&A for banks & thrifts based on number of announced transactions and aggregate deal value for the period beginning January 1, 2023 and ending December 31, 2023

Dealogic

•Top 5 investment bank based on the number of book run equity underwriting deals completed during 2023 for biopharma companies with less than $5 billion of market cap; includes deal values > $10 million for IPOs, follow-ons and converts, and deal values > $5 million for PIPEs/RDs

Management Conference Call

Chad Abraham, chairman and chief executive officer; Deb Schoneman, president; and Kate Clune, chief financial officer, will host a conference call to discuss the financial results on Friday, February 2, 2024, at 9 a.m. Eastern Time (8 a.m. Central Time). Participants can access the call by dialing 888 394-8218 (in the U.S.) or +1 773 305-6853 (outside the U.S.) and passcode number 7250922. Callers should dial in at least 15 minutes prior to the call time. The conference call will also be accessible as an audio webcast through the company's website at pipersandler.com/earnings. A replay of the conference call will be available beginning approximately three hours after the event through the same link.

About Piper Sandler

Piper Sandler Companies (NYSE: PIPR) is a leading investment bank driven to help clients Realize the Power of Partnership®. Securities brokerage and investment banking services are offered in the U.S. through Piper Sandler & Co., member SIPC and NYSE; in the U.K. through Piper Sandler Ltd., authorized and regulated by the U.K. Financial Conduct Authority; and in Hong Kong through Piper Sandler Hong Kong Limited, authorized and regulated by the Securities and Futures Commission. Alternative asset management and fixed income advisory services are offered through separately registered advisory affiliates.

Kate Clune

Tel: 212 466-7799

investorrelations@psc.com

Cautionary Note Regarding Forward-Looking Statements

This press release and the conference call to discuss the contents of this press release contain forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements and are subject to significant risks and uncertainties that are difficult to predict. These forward-looking statements cover, among other things, statements made about the outlook for future periods for corporate advisory (i.e., M&A), capital markets, and public finance transactions (including our performance in specific sectors), current deal pipelines (or backlogs), economic, geopolitical, and market conditions (including the outlook for equity markets, investment banking transactions, CEO confidence, and the interest rate environment), areas of potential growth and market share gains for the company, our recruiting pipeline, the state of our equity and fixed income brokerage businesses, anticipated financial results for future periods (including expectations regarding revenue levels, non-compensation expenses (e.g., potential regulatory settlements), effective tax rate, compensation ratio, compensation and benefits expense, operating margins, return on equity, and earnings per share), our strategic priorities, the payment of our quarterly and special cash dividends to our shareholders, our share repurchase program, or other similar matters.

Forward-looking statements involve inherent risks and uncertainties, both known and unknown, and important factors could cause actual results to differ materially from those anticipated or discussed in the forward-looking statements. These risks, uncertainties and important factors include, but are not limited to, the following:

•revenues from corporate advisory (i.e., M&A) engagements and equity and debt financings may vary materially depending on the number, size, and timing of completed transactions, and completed transactions do not generally provide for subsequent engagements;

•the volume of anticipated transactions – including corporate advisory (i.e., M&A), equity financing, and debt financing – and the corresponding revenues from the transactions may vary from quarter to quarter significantly, particularly if there is a decline in macroeconomic conditions or the financial markets;

•market, geopolitical and economic conditions or developments may be unfavorable, including in specific sectors in which we operate, and these conditions or developments, such as market fluctuations or volatility, may adversely affect our business, revenue levels and profitability;

•interest rate volatility, especially if the changes are rapid or severe, could negatively impact our fixed income institutional business and the negative impact could be exaggerated by reduced liquidity in the fixed income markets; and

•our stock price may fluctuate as a result of several factors, including but not limited to, changes in our revenues and operating results.

A further listing and description of these and other risks, uncertainties and important factors can be found in the sections titled "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022, and updated in our subsequent reports filed with the SEC (available at our Web site at www.pipersandler.com and at the SEC Web site at www.sec.gov).

Forward-looking statements speak only as of the date they are made, and readers are cautioned not to place undue reliance on them. We undertake no obligation to update them in light of new information or future events.

###

Piper Sandler Companies

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


	Three Months Ended						Twelve Months Ended
(Amounts in thousands, except per share data)	Dec. 31,		Sept. 30,		Dec. 31,			Dec. 31,		Dec. 31,
	2023		2023		2022			2023		2022
Revenues
Investment banking	$	343,775	$	211,666	$	276,448		$	923,812	$	1,009,509
Institutional brokerage	102,895		90,493		106,052			377,539		405,267
Interest income	7,302		6,980		6,519			26,723		20,365
Investment income/(loss)	20,235		(17,108)		4,305			30,039		(23)
Total revenues	474,207		292,031		393,324			1,358,113		1,435,118
Interest expense	2,356		2,546		2,275			10,146		9,480
Net revenues	471,851		289,485		391,049			1,347,967		1,425,638

Non-interest expenses
Compensation and benefits	301,154		207,282		262,742			897,034		983,524
Outside services	13,634		12,538		14,185			51,754		53,189
Occupancy and equipment	16,300		16,308		17,395			64,356		64,252
Communications	12,477		12,883		12,461			52,718		50,565
Marketing and business development	8,078		8,674		10,275			37,734		42,849
Deal-related expenses	8,017		6,653		10,005			28,189		31,874
Trade execution and clearance	5,340		4,864		5,104			19,972		20,185
Restructuring and integration costs	3,846		—		2,117			7,749		11,440

Intangible asset amortization	4,799		4,833		5,292			19,440		15,375
Other operating expenses	12,360		18,900		8,803			46,435		18,016
Total non-interest expenses	386,005		292,935		348,379			1,225,381		1,291,269

Income/(loss) before income tax expense	85,846		(3,450)		42,670			122,586		134,369
Income tax expense	21,273		10,227		4,656			23,613		33,189
Net income/(loss)	64,573		(13,677)		38,014			98,973		101,180
Net income/(loss) attributable to noncontrolling interests	12,548		(17,555)		(87)			13,482		(9,494)
Net income attributable to Piper Sandler Companies	$	52,025	$	3,878	$	38,101		$	85,491	$	110,674

Earnings per common share
Basic	$	3.44	$	0.26	$	2.79		$	5.72	$	7.92
Diluted	$	3.00	$	0.22	$	2.25		$	4.96	$	6.52

Dividends declared per common share	$	0.60	$	0.60	$	0.60		$	3.65	$	6.90

Weighted average common shares outstanding
Basic	15,143		15,105		13,663			14,958		13,982
Diluted	17,367		17,256		16,925			17,224		16,965

N/M — Not meaningful

Piper Sandler Companies

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


	Three Months Ended						Twelve Months Ended
	Dec. 31,		Sept. 30,		Dec. 31,			Dec. 31,		Dec. 31,
(Amounts in thousands, except per share data)	2023		2023		2022			2023		2022
Adjusted revenues
Investment banking	$	343,775	$	211,666	$	276,448		$	923,812	$	1,009,509
Institutional brokerage	102,895		90,493		106,052			377,539		405,267
Interest income	7,302		6,980		6,519			26,723		20,365
Investment income/(loss)	5,506		(2,010)		2,503			7,123		1,552
Adjusted total revenues	459,478		307,129		391,522			1,335,197		1,436,693
Interest expense	2,085		921		650			5,000		2,980
Adjusted net revenues (2)	457,393		306,208		390,872			1,330,197		1,433,713

Adjusted operating expenses
Adjusted compensation and benefits (3)	290,144		195,724		243,480			845,976		895,999
Adjusted non-compensation expenses (4)	68,182		63,760		71,889			271,278		268,561
Adjusted total operating expenses (5)	358,326		259,484		315,369			1,117,254		1,164,560

Adjusted operating income (6)	99,067		46,724		75,503			212,943		269,153
Interest expense on long-term financing	271		1,625		1,625			5,146		6,500
Adjusted income before adjusted income tax expense (7)	98,796		45,099		73,878			207,797		262,653
Adjusted income tax expense (8)	26,422		13,622		14,039			41,404		61,336
Adjusted net income (9)	$	72,374	$	31,477	$	59,839		$	166,393	$	201,317

Adjusted earnings per diluted common share (10)	$	4.03	$	1.76	$	3.33		$	9.28	$	11.26

Adjusted weighted average diluted common shares outstanding (11)	17,937		17,929		17,972			17,939		17,874

Adjusted ratios and margin
Adjusted compensation ratio (12)	63.4%		63.9%		62.3%			63.6%		62.5%
Adjusted non-compensation ratio (13)	14.9%		20.8%		18.4%			20.4%		18.7%
Adjusted operating margin (14)	21.7%		15.3%		19.3%			16.0%		18.8%
Adjusted effective tax rate (15)	26.7%		30.2%		19.0%			19.9%		23.4%

N/M — Not meaningful

This presentation includes non-GAAP measures. The non-GAAP measures are not meant to be considered in isolation or as a substitute for the corresponding U.S. GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with U.S. GAAP. For a detailed explanation of the adjustments made to the corresponding U.S. GAAP measures, see "Reconciliation of U.S. GAAP to Selected Summary Financial Information."

Piper Sandler Companies

Reconciliation of U.S. GAAP to Selected Summary Financial Information (1) (Unaudited)


	Three Months Ended						Twelve Months Ended
	Dec. 31,		Sept. 30,		Dec. 31,		Dec. 31,		Dec. 31,
(Amounts in thousands, except per share data)	2023		2023		2022		2023		2022
Net revenues:
Net revenues – U.S. GAAP basis	$	471,851	$	289,485	$	391,049	$	1,347,967	$	1,425,638
Adjustments:
Investment (income)/loss related to noncontrolling interests (16)	(14,729)		15,098		(1,802)		(22,916)		1,575
Interest expense on long-term financing	271		1,625		1,625		5,146		6,500
Adjusted net revenues	$	457,393	$	306,208	$	390,872	$	1,330,197	$	1,433,713

Compensation and benefits:
Compensation and benefits – U.S. GAAP basis	$	301,154	$	207,282	$	262,742	$	897,034	$	983,524
Adjustment:
Compensation from acquisition-related agreements	(11,010)		(11,558)		(19,262)		(51,058)		(87,525)
Adjusted compensation and benefits	$	290,144	$	195,724	$	243,480	$	845,976	$	895,999

Non-compensation expenses:
Non-compensation expenses – U.S. GAAP basis	$	84,851	$	85,653	$	85,637	$	328,347	$	307,745
Adjustments:
Non-compensation expenses related to noncontrolling interests (16)	(2,181)		(2,457)		(1,889)		(9,434)		(7,919)
Restructuring and integration costs	(3,846)		—		(2,117)		(7,749)		(11,440)

Amortization of intangible assets related to acquisitions	(4,799)		(4,833)		(5,292)		(19,440)		(15,375)
Non-compensation expenses from acquisition-related agreements	(658)		1,760		(4,450)		1,102		(4,450)
Non-compensation expenses from potential regulatory settlements	(5,185)		(16,363)		—		(21,548)		—
Adjusted non-compensation expenses	$	68,182	$	63,760	$	71,889	$	271,278	$	268,561

Income/(loss) before income tax expense:
Income/(loss) before income tax expense – U.S. GAAP basis	$	85,846	$	(3,450)	$	42,670	$	122,586	$	134,369
Adjustments:
Investment (income)/loss related to noncontrolling interests (16)	(14,729)		15,098		(1,802)		(22,916)		1,575
Interest expense on long-term financing	271		1,625		1,625		5,146		6,500
Non-compensation expenses related to noncontrolling interests (16)	2,181		2,457		1,889		9,434		7,919
Compensation from acquisition-related agreements	11,010		11,558		19,262		51,058		87,525
Restructuring and integration costs	3,846		—		2,117		7,749		11,440

Amortization of intangible assets related to acquisitions	4,799		4,833		5,292		19,440		15,375
Non-compensation expenses from acquisition-related agreements	658		(1,760)		4,450		(1,102)		4,450
Non-compensation expenses from potential regulatory settlements	5,185		16,363		—		21,548		—
Adjusted operating income	$	99,067	$	46,724	$	75,503	$	212,943	$	269,153
Interest expense on long-term financing	(271)		(1,625)		(1,625)		(5,146)		(6,500)
Adjusted income before adjusted income tax expense	$	98,796	$	45,099	$	73,878	$	207,797	$	262,653
Continued on next page

Piper Sandler Companies

Reconciliation of U.S. GAAP to Selected Summary Financial Information (1) (Unaudited)


	Three Months Ended						Twelve Months Ended
	Dec. 31,		Sept. 30,		Dec. 31,		Dec. 31,		Dec. 31,
(Amounts in thousands, except per share data)	2023		2023		2022		2023		2022
Income tax expense:
Income tax expense – U.S. GAAP basis	$	21,273	$	10,227	$	4,656	$	23,613	$	33,189
Tax effect of adjustments:
Compensation from acquisition-related agreements	2,507		2,250		6,387		10,467		20,872
Restructuring and integration costs	1,046		—		602		2,053		2,528

Amortization of intangible assets related to acquisitions	1,375		1,247		1,246		5,152		3,599
Non-compensation expenses from acquisition-related agreements	162		(454)		1,148		(292)		1,148
Non-compensation expenses from potential regulatory settlements	59		352		—		411		—
Adjusted income tax expense	$	26,422	$	13,622	$	14,039	$	41,404	$	61,336


Net income attributable to Piper Sandler Companies:
Net income attributable to Piper Sandler Companies – U.S. GAAP basis	$	52,025	$	3,878	$	38,101	$	85,491	$	110,674
Adjustments:
Compensation from acquisition-related agreements	8,503		9,308		12,875		40,591		66,653
Restructuring and integration costs	2,800		—		1,515		5,696		8,912

Amortization of intangible assets related to acquisitions	3,424		3,586		4,046		14,288		11,776
Non-compensation expenses from acquisition-related agreements	496		(1,306)		3,302		(810)		3,302
Non-compensation expenses from potential regulatory settlements	5,126		16,011		—		21,137		—
Adjusted net income	$	72,374	$	31,477	$	59,839	$	166,393	$	201,317

Earnings per diluted common share:
Earnings per diluted common share – U.S. GAAP basis	$	3.00	$	0.22	$	2.25	$	4.96	$	6.52
Adjustment for inclusion of unvested acquisition-related stock	(0.15)		(0.06)		(0.21)		(0.38)		(0.60)

	$	2.85	$	0.16	$	2.04	$	4.58	$	5.92
Adjustments:
Compensation from acquisition-related agreements	0.49		0.54		0.76		2.36		3.93
Restructuring and integration costs	0.16		—		0.09		0.33		0.53

Amortization of intangible assets related to acquisitions	0.20		0.21		0.24		0.83		0.69
Non-compensation expenses from acquisition-related agreements	0.03		(0.08)		0.20		(0.05)		0.19
Non-compensation expenses from potential regulatory settlements	0.30		0.93		—		1.23		—
Adjusted earnings per diluted common share	$	4.03	$	1.76	$	3.33	$	9.28	$	11.26

Weighted average diluted common shares outstanding:
Weighted average diluted common shares outstanding – U.S. GAAP basis	17,367		17,256		16,925		17,224		16,965
Adjustment:
Unvested acquisition-related restricted stock with service conditions	570		673		1,047		715		909
Adjusted weighted average diluted common shares outstanding	17,937		17,929		17,972		17,939		17,874

Piper Sandler Companies

Notes to Non-GAAP Financial Schedules

(1)Selected Summary Financial Information are non-GAAP measures. Management believes that presenting results and measures on an adjusted basis in conjunction with U.S. GAAP measures provides the most meaningful basis for comparison of its operating results across periods.

(2)A non-GAAP measure which excludes (a) investment (income)/loss related to noncontrolling interests (see (16) below) and (b) interest expense on long-term financing.

(3)A non-GAAP measure which excludes compensation expenses from acquisition-related agreements.

(4)A non-GAAP measure which excludes (a) non-compensation expenses related to noncontrolling interests (see (16) below), (b) restructuring and integration costs related to acquisitions and/or headcount reductions, (c) amortization of intangible assets related to acquisitions, (d) non-compensation expenses from acquisition-related agreements and (e) non-compensation expenses from potential regulatory settlements.

(5)A non-GAAP measure which is computed as the summation of adjusted compensation and benefits and adjusted non-compensation expenses (see (3) and (4) above).

(6)A non-GAAP measure which excludes (a) investment (income)/loss and non-compensation expenses related to noncontrolling interests (see (16) below), (b) interest expense on long-term financing, (c) compensation and non-compensation expenses from acquisition-related agreements, (d) restructuring and integration costs related to acquisitions and/or headcount reductions, (e) amortization of intangible assets related to acquisitions and (f) non-compensation expenses from potential regulatory settlements.

(7)A non-GAAP measure which excludes (a) investment (income)/loss and non-compensation expenses related to noncontrolling interests (see (16) below), (b) compensation and non-compensation expenses from acquisition-related agreements, (c) restructuring and integration costs related to acquisitions and/or headcount reductions, (d) amortization of intangible assets related to acquisitions and (e) non-compensation expenses from potential regulatory settlements.

(8)A non-GAAP measure which excludes the income tax effect of (a) compensation and non-compensation expenses from acquisition-related agreements, (b) restructuring and integration costs related to acquisitions and/or headcount reductions, (c) amortization of intangible assets related to acquisitions and (d) non-compensation expenses from potential regulatory settlements.

(9)A non-GAAP measure which represents net income attributable to Piper Sandler Companies excluding (a) compensation and non-compensation expenses from acquisition-related agreements, (b) restructuring and integration costs related to acquisitions and/or headcount reductions, (c) amortization of intangible assets related to acquisitions, (d) non-compensation expenses from potential regulatory settlements and (e) the income tax expense/(benefit) allocated to the adjustments.

(10)A non-GAAP measure which is computed based on a quotient of which the numerator is adjusted net income and the denominator is adjusted weighted average diluted common shares outstanding.

(11)A non-GAAP measure which assumes the vesting of restricted stock with service conditions granted pursuant to all acquisitions since January 1, 2020.

(12)A non-GAAP measure which represents adjusted compensation and benefits expenses as a percentage of adjusted net revenues.

(13)A non-GAAP measure which represents adjusted non-compensation expenses as a percentage of adjusted net revenues.

(14)A non-GAAP measure which represents adjusted operating income as a percentage of adjusted net revenues.

(15)A non-GAAP measure which represents adjusted income tax expense as a percentage of adjusted income before adjusted income tax expense.

(16)Noncontrolling interests include investment income/(loss) and non-compensation expenses from consolidated alternative asset management entities that are not attributable, either directly or indirectly, to Piper Sandler Companies.

Piper Sandler Companies (PIPR) 8-KDeclares Special Dividend of $1.00 Per Share and Quarterly Dividend of $0.60 Per Share