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PIPER SANDLER COMPANIES

For the period ended Dec 31, 2025. Filed Feb 26, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 26, 2026

PIPR$66.75-1.3%Stored close · as of Nov 10, 2026

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Income Taxes

NOTE 21| INCOME TAXES

Income tax expense is provided using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between amounts reported for income tax purposes and financial statement purposes, using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The disclosure requirements of ASU 2023-09 have been disclosed on a prospective basis for fiscal year 2025. See Note 3 for additional details on the Company's adoption of this guidance.

The components of income before income tax expense by jurisdiction, in accordance with the updated disclosure requirements of ASU 2023-09, are as follows:

Year Ended
December 31,
(Amounts in thousands)2025
Domestic$347,539
Foreign27,008
Total income before income tax expense$374,547

The components of income tax expense are as follows:

Year Ended December 31,
(Amounts in thousands)202520242023
Current
Federal$49,167$30,429$3,988
State19,69510,6795,292
Foreign6,2612,747684
Total current75,12343,8559,964
Deferred
Federal5,02810,32911,856
State5765,9131,546
Foreign(145)875247
Total deferred5,45917,11713,649
Total income tax expense$80,582$60,972$23,613

A reconciliation of federal income taxes at statutory rate to the Company's effective tax rate for the year ended December 31, 2025, in accordance with the updated disclosure requirements of ASU 2023-09, is as follows:

Year Ended December 31,
2025
(Amounts in thousands, except percentages)AmountPercent
Federal income tax expense at statutory rate$78,65521.0%
Increase/(decrease) in taxes resulting from:
State and local income taxes, net of federal tax benefit (1)21,3285.7
Foreign tax effects4440.1
Non-taxable or non-deductible items:
Non-deductible compensation11,8093.2
Vestings of stock awards(28,142)(7.5)
Tax-exempt interest income(1,603)(0.4)
(Income)/loss attributable to noncontrolling interests(2,653)(0.7)
Other non-taxable or non-deductible items2,5050.7
Total non-taxable or non-deductible items(18,084)(4.8)
Other, net(1,761)(0.5)
Total income tax expense and effective tax rate$80,58221.5%

(1)For the year ended December 31, 2025, state and local income taxes in New York, California, and New York City made up the majority (greater than 50 percent) of the tax effect in this category.

As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the reconciliation of federal income taxes at statutory rate to the Company's effective tax rate is as follows:

Year Ended December 31,
(Amounts in thousands)20242023
Federal income tax expense at statutory rate$45,867$25,743
Increase/(decrease) in taxes resulting from:
State and local income taxes, net of federal tax benefit13,4337,994
Tax-exempt interest income(1,332)(1,613)
Foreign jurisdictions tax rate differential1,076993
Non-deductible compensation8,3623,645
Change in valuation allowance—(159)
Vestings of stock awards(13,146)(13,714)
(Income)/loss attributable to noncontrolling interests4,972(2,831)
Other, net1,7403,555
Total income tax expense$60,972$23,613

In accordance with ASC 740, U.S. income taxes are not provided on undistributed earnings of international subsidiaries that are permanently reinvested. As of December 31, 2025, no deferred taxes have been provided for withholding taxes or other taxes that would result upon repatriation of the Company's foreign earnings to the U.S.

Deferred income tax assets and liabilities reflect the tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for the same items for income tax reporting purposes. The net deferred income tax assets consisted of the following items:

December 31,December 31,
(Amounts in thousands)20252024
Deferred tax assets
Deferred compensation$127,015$119,916
Accrued lease liabilities24,45420,588
Goodwill tax basis in excess of book basis28,87736,415
Net operating loss carryforwards—536
Liabilities/accruals not currently deductible1,2462,949
Other7,0495,252
Total deferred tax assets188,641185,656
Deferred tax liabilities
Right-of-use lease assets15,28315,564
Unrealized gains on firm investments3,9281,388
Fixed assets12,6916,545
Other615576
Total deferred tax liabilities32,51724,073
Net deferred tax assets$156,124$161,583

The realization of deferred tax assets is assessed and a valuation allowance is recorded to the extent that it is more likely than not that any portion of the deferred tax asset will not be realized. The Company believes that its future tax profits will be sufficient to recognize its deferred tax assets.

The Company accounts for unrecognized tax benefits in accordance with the provisions of ASC 740, which requires tax reserves to be recorded for uncertain tax positions on the consolidated statements of financial condition. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(Amounts in thousands)
Balance at December 31, 2022$2,151
Additions based on tax positions related to the current year—
Additions for tax positions of prior years—
Reductions for tax positions of prior years(42)
Settlements(305)
Balance at December 31, 2023$1,804
Additions based on tax positions related to the current year—
Additions for tax positions of prior years113
Reductions for tax positions of prior years—
Settlements—
Balance at December 31, 2024$1,917
Additions based on tax positions related to the current year—
Additions for tax positions of prior years283
Reductions for tax positions of prior years—
Settlements—
Balance at December 31, 2025$2,200

As of December 31, 2025 and 2024, $2.2 million and $1.9 million, respectively, of the Company's unrecognized tax benefits included above would impact the annual effective rate, if recognized.

The Company recognizes interest and penalties accrued related to unrecognized tax benefits as a component of income tax expense. The Company had $0.6 million, $0.5 million and $0.4 million accrued related to the payment of interest and penalties at December 31, 2025, 2024 and 2023, respectively. The Company or one of its subsidiaries files income tax returns with the various states and foreign jurisdictions in which the Company operates. The Company is not subject to examination by U.S. federal tax authorities for years before 2022 and is not subject to examination by state and local or non-U.S. tax authorities for taxable years before 2018.

The components of income taxes paid, in accordance with the updated disclosure requirements of ASU 2023-09, are as follows:

Year Ended
December 31,
(Amounts in thousands)2025
Federal$32,800
State5,848
Foreign
United Kingdom2,388
Other59
Total foreign2,447
Total income taxes paid$41,095

As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, income taxes paid were $10.9 million and $19.4 million, respectively.

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