PIPER SANDLER COMPANIES

Non-interest expenses on a U.S. GAAP basis were $347.9 million for the three months ended June 30, 2025, compared to $310.9 million in the prior-year period. For the three months ended June 30, 2025, adjusted non-interest expenses were $332.0 million, compared with $295.1 million for the second quarter of 2024. The variance explanations for non-interest expenses and adjusted non-interest expenses are consistent on both a U.S. GAAP and non-GAAP basis unless stated otherwise. See "Explanation and Reconciliation of Non-GAAP Financial Measures" for a detailed explanation of the adjustments made to the corresponding U.S. GAAP measures and a reconciliation of U.S. GAAP to adjusted, non-GAAP financial information.

Compensation and Benefits

Compensation and benefits expenses, which are the largest component of our expenses, include salaries, incentive compensation, benefits, stock-based compensation, employment taxes, the reversal of expenses associated with the forfeiture of stock-based compensation and other employee-related costs. 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 and decreasing with lower revenues and operating profits. Other compensation costs, primarily base salaries and benefits, are more fixed in nature. The timing of incentive compensation payments, which is generally 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, restricted cash with service conditions, and restricted mutual fund shares of investment funds ("MFRS Awards"), 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 expected future acquisition-related compensation expense for restricted stock, restricted cash with service conditions, MFRS Awards and forgivable loans with service conditions, as well as expense estimates related to revenue-based earnout arrangements:

For the three months ended June 30, 2025, compensation and benefits expenses increased 10.0 percent to $258.2 million, compared with $234.7 million in the corresponding period of 2024, due to higher revenues. Compensation and benefits expenses as a percentage of net revenues decreased to 65.1 percent in the second quarter of 2025, compared to 69.2 percent in the second quarter of 2024. Our adjusted compensation ratio decreased to 62.0 percent in the second quarter of 2025, compared with 62.9 percent in the second quarter of 2024. In the current quarter, the decrease in our compensation ratio on both a U.S. GAAP and adjusted basis was primarily due to higher net revenues.

Outside Services

Outside services expenses include securities processing expenses, outsourced technology functions, outside legal fees, fund expenses associated with our consolidated alternative asset management funds and other professional fees. Outside services expenses increased 20.1 percent to $16.8 million in the second quarter of 2025, compared with $14.0 million in the corresponding period of 2024, primarily due to higher legal fees and increased professional fees associated with technology consulting services.

Occupancy and Equipment

For the three months ended June 30, 2025, occupancy and equipment expenses increased 4.1 percent to $17.4 million, compared with $16.8 million in the corresponding period of 2024, primarily due to incremental expenses as a result of relocating our Minneapolis corporate headquarters to a new building. We expect to incur additional occupancy costs related to this relocation for the remainder of 2025.

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 June 30, 2025, communication expenses decreased slightly to $14.3 million, compared with $14.6 million in the corresponding period of 2024.

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 June 30, 2025, marketing and business development expenses increased modestly to $11.8 million, compared with $11.4 million in the corresponding period of 2024.

Deal-Related Expenses

Deal-related expenses include costs we incurred over the course of a completed investment banking deal, which primarily consist of legal fees, offering expenses, and travel costs. For the three months ended June 30, 2025, deal-related expenses were $11.7 million, compared with $5.9 million for the three months ended June 30, 2024. 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 June 30, 2025, trade execution and clearance expenses increased slightly to $4.7 million, compared with $4.5 million in the corresponding period of 2024.

Restructuring and Integration Costs

For the three months ended June 30, 2025, we incurred restructuring and integration costs of $5.0 million. The expenses principally consisted of $2.9 million of severance benefits related to headcount reductions, as well as $1.8 million for vacated leased office space associated with our acquisition of Aviditi Advisors. We expect to incur additional restructuring and integration costs related to the announced acquisition of G Squared Capital Partners LLC for the remainder of 2025.

For the three months ended June 30, 2024, we incurred restructuring and integration costs of $1.0 million, primarily consisting of transaction costs related to our acquisition of Aviditi Advisors.

Intangible Asset Amortization

For the three months ended June 30, 2025, amortization of definite-lived intangible assets was $2.1 million, compared to $2.4 million in the corresponding period of 2024.

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

Other Operating Expenses

Other operating expenses primarily include insurance costs, license and registration fees, expenses related to our charitable giving program and litigation-related expenses, which consist of the amounts we accrue for and/or pay out related to legal and regulatory matters. Other operating expenses were $5.7 million in the second quarter of 2025, compared with $5.8 million in the corresponding period in 2024.