Piper Sandler & Co.

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT INACCURATELY REPORTED THE M020 SPECIAL CONDITION INDICATOR TO THE REAL-TIME TRANSACTION REPORTING SYSTEM (RTRS) IN REPORTS OF TRANSACTIONS IN MUNICIPAL SECURITIES. THE FINDINGS STATED THAT THE FIRM'S SUPERVISORY SYSTEM DID NOT PROVIDE FOR SUPERVISION REASONABLY DESIGNED TO ACHIEVE COMPLIANCE WITH RESPECT TO THE APPLICABLE SECURITIES LAWS AND REGULATIONS AND THE RULES OF THE MUNICIPAL SECURITIES RULEMAKING BOARD (MSRB) CONCERNING THE ACCURATE REPORTING OF SPECIAL CONDITION INDICATOR CODES. Status: Final Sanction Detail: THE FIRM WAS CENSURED AND FINED $15,000.

Allegations: SEC ADMIN RELEASES 33-9837; 34-75231, JUNE 18, 2015: THE SECURITIES AND EXCHANGE COMMISSION DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE, AND HEREBY ARE, INSTITUTED AGAINST PIPER JAFFRAY & CO. ("RESPONDENT"). RESPONDENT WILLFULLY VIOLATED SECTION 17(A)(2) OF THE SECURITIES ACT. THIS MATTER INVOLVES VIOLATIONS OF AN ANTIFRAUD PROVISION OF THE FEDERAL SECURITIES LAWS IN CONNECTION WITH RESPONDENT'S UNDERWRITING OF CERTAIN MUNICIPAL SECURITIES OFFERINGS. RESPONDENT, A REGISTERED BROKER-DEALER, CONDUCTED INADEQUATE DUE DILIGENCE IN CERTAIN OFFERINGS AND AS A RESULT, FAILED TO FORM A REASONABLE BASIS FOR BELIEVING THE TRUTHFULNESS OF CERTAIN MATERIAL REPRESENTATIONS IN OFFICIAL STATEMENTS ISSUED IN CONNECTION WITH THOSE OFFERINGS. THIS RESULTED IN RESPONDENT OFFERING AND SELLING MUNICIPAL SECURITIES ON THE BASIS OF MATERIALLY MISLEADING DISCLOSURE DOCUMENTS. THE VIOLATIONS WERE SELF-REPORTED BY RESPONDENT TO THE COMMISSION PURSUANT TO THE DIVISION OF ENFORCEMENT'S (THE "DIVISION") MUNICIPALITIES CONTINUING DISCLOSURE COOPERATION (MCDC) INITIATIVE. Status: Final Sanction Detail: THE RESPONDENT SHALL CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION 17(A)(2)OF THE SECURITIES ACT, PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $500,000 AND COMPLY WITH THE UNDERTAKINGS ENUMERATED IN THE OFFER OF SETTLEMENT. Summary: IN ANTICIPATION OF THE INSTITUTION OF THESE PROCEEDINGS, RESPONDENT HAS SUBMITTED AN OFFER OF SETTLEMENT (THE "OFFER") WHICH THE COMMISSION HAS DETERMINED TO ACCEPT. SOLELY FOR THE PURPOSE OF THESE PROCEEDINGS AND ANY OTHER PROCEEDINGS BROUGHT BY OR ON BEHALF OF THE COMMISSION, OR TO WHICH THE COMMISSION IS A PARTY, AND WITHOUT ADMITTING OR DENYING THE FINDINGS, EXCEPT AS TO THE COMMISSION'S JURISDICTION OVER IT AND THE SUBJECT MATTER OF THESE PROCEEDINGS, WHICH ARE ADMITTED, RESPONDENT CONSENTS TO THE ENTRY OF THIS ORDER INSTITUTING ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933 AND SECTION 15(B) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS, AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER. IN VIEW OF THE FOREGOING, THE COMMISSION DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST TO IMPOSE THE SANCTIONS AGREED TO IN RESPONDENT'S OFFER. ACCORDINGLY, IT IS HEREBY ORDERED THAT RESPONDENT SHALL, CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF 17(A)(2)OF THE SECURITIES ACT; WITHIN TEN (10) DAYS OF THE ENTRY OF THIS ORDER, PAY A CIVIL MONEY PENALTY IN THE AMOUNT OF $500,000 TO THE SECURITIES AND EXCHANGE COMMISSION; AND RETAIN AN INDEPENDENT CONSULTANT TO CONDUCT A REVIEW OF RESPONDENT'S POLICIES AND PROCEDURES AS THEY RELATE TO MUNICIPAL SECURITIES UNDERWRITING DUE DILIGENCE.

Allegations: WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT UNTIMELY SUBMITTED DOCUMENTS RELATING TO PRIMARY OFFERINGS OF MUNICIPAL SECURITIES TO THE ELECTRONIC MUNICIPAL MARKET ACCESS DATABASE (EMMA). THE FINDINGS STATED THAT THE UNTIMELY SUBMISSIONS RESULTED FROM TURNOVER IN THE FIRM'S DEPARTMENT THAT HANDLED THE DOCUMENTS, A SITUATION THAT THE FIRM'S WSPS DID NOT ADEQUATELY ADDRESS. Status: Final Sanction Detail: THE FIRM WAS CENSURED AND FINED $12,500

Allegations: THE SECURITIES AND EXCHANGE COMMISSION ("SEC") ENTERED A SETTLED ORDER FINDING THAT PIPER SANDLER & CO. ("PIPER SANDLER") FAILED TO (1) MAINTAIN AND PRESERVE OFF-CHANNEL COMMUNICATIONS RELATED TO PIPER SANDLER'S BROKER-DEALER BUSINESS, IN WILLFUL VIOLATION OF SECTION 17(A) OF THE SECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT") AND RULE 17A-4(B)(4) THEREUNDER, AS WELL AS RELATED TO RECOMMENDATIONS MADE OR PROPOSED TO BE MADE AND ADVICE GIVEN OR PROPOSED TO BE GIVEN WITH RESPECT TO PIPER SANDLER'S INVESTMENT ADVISORY BUSINESS, IN WILLFUL VIOLATION OF SECTION 204 OF THE INVESTMENT ADVISERS ACT OF 1940 ("ADVISERS ACT") AND RULE 204-2(A)(7) THEREUNDER; AND (2) REASONABLY SUPERVISE ITS PERSONNEL WITH A VIEW TO PREVENTING OR DETECTING CERTAIN OF ITS EMPLOYEES' AIDING AND ABETTING VIOLATIONS OF SECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-4(B)(4) THEREUNDER, WITHIN THE MEANING OF SECTION 15(B)(4)(E) OF THE EXCHANGE ACT, AND SECTION 204 OF THE ADVISERS ACT AND RULE 204-2(A)(7) THEREUNDER, WITHIN THE MEANING OF SECTION 203(E)(6) OF THE ADVISERS ACT. Status: Final Sanction Detail: PIPER SANDLER ADMITTED TO THE FACTS IN THE SETTLEMENT ORDER, ACKNOWLEDGED ITS CONDUCT VIOLATED THE FEDERAL SECURITIES LAWS AND AGREED TO: (A) CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS OR ANY FUTURE VIOLATIONS OF SECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-4(B)(4) THEREUNDER AND SECTION 204 OF THE ADVISERS ACT AND RULE 204-2(A)(7) THEREUNDER, (B) BE CENSURED, (C) PAY A CIVIL MONETARY PENALTY IN THE AMOUNT OF $14,000,000, AND (D) COMPLY WITH CERTAIN UNDERTAKINGS RELATED TO THE RETENTION OF ELECTRONIC COMMUNICATIONS. THE CIVIL MONETARY PENALTY WILL BE PAID IN ACCORDANCE WITH THE TERMS OF THE SETTLEMENT ORDER. Summary: ON 8/14/24, THE SEC ENTERED INTO A SETTLEMENT ORDER WITH PIPER SANDLER TO SETTLE AN ADMINISTRATIVE ACTION FINDING THAT PIPER SANDLER FAILED TO (1) MAINTAIN AND PRESERVE OFF-CHANNEL COMMUNICATIONS RELATED TO PIPER SANDLER'S BROKER-DEALER BUSINESS, IN WILLFUL VIOLATION OF SECTION 17(A) OF THE SECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT") AND RULE 17A-4(B)(4) THEREUNDER, AS WELL AS RELATED TO RECOMMENDATIONS MADE OR PROPOSED TO BE MADE AND ADVICE GIVEN OR PROPOSED TO BE GIVEN WITH RESPECT TO PIPER SANDLER'S INVESTMENT ADVISORY BUSINESS, IN WILLFUL VIOLATION OF SECTION 204 OF THE INVESTMENT ADVISERS ACT OF 1940 ("ADVISERS ACT") AND RULE 204-2(A)(7) THEREUNDER; AND (2) REASONABLY SUPERVISE ITS PERSONNEL WITH A VIEW TO PREVENTING OR DETECTING CERTAIN OF ITS EMPLOYEES' AIDING AND ABETTING VIOLATIONS OF SECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-4(B)(4) THEREUNDER, WITHIN THE MEANING OF SECTION 15(B)(4)(E) OF THE EXCHANGE ACT, AND SECTION 204 OF THE ADVISERS ACT AND RULE 204-2(A)(7) THEREUNDER, WITHIN THE MEANING OF SECTION 203(E)(6) OF THE ADVISERS ACT. PIPER SANDLER ADMITTED TO THE FACTS IN THE SETTLEMENT ORDER, ACKNOWLEDGED ITS CONDUCT VIOLATED THE FEDERAL SECURITIES LAWS AND AGREED TO: (A) CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS OR ANY FUTURE VIOLATIONS OF SECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-4(B)(4) THEREUNDER AND SECTION 204 OF THE ADVISERS ACT AND RULE 204-2(A)(7) THEREUNDER, (B) BE CENSURED, (C) PAY A CIVIL MONETARY PENALTY IN THE AMOUNT OF $14,000,000, AND (D) COMPLY WITH CERTAIN UNDERTAKINGS RELATED TO THE RETENTION OF ELECTRONIC COMMUNICATIONS. THE CIVIL MONETARY PENALTY WILL BE PAID IN ACCORDANCE WITH THE TERMS OF THE SETTLEMENT ORDER.

Allegations: THE COMMODITY FUTURES TRADING COMMISSION ("CFTC") ENTERED A SETTLEMENT ORDER FINDING THAT PIPER SANDLER HEDGING SERVICES LLC ("PIPER HEDGING") FAILED TO (1) KEEP FULL, COMPLETE, AND SYSTEMATIC RECORDS OF ALL TRANSACTIONS RELATING TO ITS BUSINESS OF DEALING IN COMMODITY INTERESTS, IN VIOLATION OF SECTION 4G OF THE COMMODITY EXCHANGE ACT ("ACT") AND CFTC REGULATION 1.35 THEREUNDER; (2) KEEP CFTC-REQUIRED RECORDS IN SUCH A MANNER AS TO MAKE THEM "READILY ACCESSIBLE," IN VIOLATION OF CFTC REGULATION 1.31; AND (3) FAILED TO DILIGENTLY SUPERVISE MATTERS RELATED TO ITS BUSINESS AS A COMMISSION REGISTRANT IN VIOLATION OF CFTC REGULATION 166.3. Status: Final Sanction Detail: PIPER HEDGING ADMITTED TO THE FACTS IN THE SETTLEMENT ORDER, ACKNOWLEDGED ITS CONDUCT VIOLATED THE ACT AND CFTC REGULATIONS, AND AGREED TO: (A) CEASE AND DESIST FROM VIOLATING SECTION 4G OF THE ACT AND CFTC REGULATIONS 1.31, 1.35, AND 166.3 THEREUNDER; (B) PAY A CIVIL MONETARY PENALTY IN THE AMOUNT OF $2,000,000; AND (C) COMPLY WITH CERTAIN UNDERTAKINGS RELATED TO THE RETENTION OF ELECTRONIC COMMUNICATIONS. THE CIVIL MONETARY PENALTY WILL BE PAID IN ACCORDANCE WITH THE TERMS OF THE SETTLEMENT ORDER. Summary: ON SEPTEMBER 23, 2024, THE CFTC ENTERED INTO A SETTLEMENT ORDER WITH PIPER HEDGING TO SETTLE AN ADMINISTRATIVE ACTION FINDING THAT PIPER HEDGING FAILED TO(1) KEEP FULL, COMPLETE, AND SYSTEMATIC RECORDS OF ALL TRANSACTIONS RELATING TO ITS BUSINESS OF DEALING IN COMMODITY INTERESTS, IN VIOLATION OF SECTION 4G OF THE COMMODITY EXCHANGE ACT ("ACT") AND CFTC REGULATION 1.35 THEREUNDER; (2) KEEP CFTC-REQUIRED RECORDS IN SUCH A MANNER AS TO MAKE THEM "READILY ACCESSIBLE," IN VIOLATION OF CFTC REGULATION 1.31; AND (3) FAILED TO DILIGENTLY SUPERVISE MATTERS RELATED TO ITS BUSINESS AS A COMMISSION REGISTRANT IN VIOLATION OF CFTC REGULATION 166.3. PIPER HEDGING ADMITTED TO THE FACTS IN THE SETTLEMENT ORDER, ACKNOWLEDGED ITS CONDUCT VIOLATED THE ACT AND CFTC REGULATIONS, AND AGREED TO: (A) CEASE AND DESIST FROM VIOLATING SECTION 4G OF THE ACT AND CFTC REGULATIONS 1.31, 1.35, AND 166.3 THEREUNDER; (B) PAY A CIVIL MONETARY PENALTY IN THE AMOUNT OF $2,000,000; AND (C) COMPLY WITH CERTAIN UNDERTAKINGS RELATED TO THE RETENTION OF ELECTRONIC COMMUNICATIONS. THE CIVIL MONETARY PENALTY WILL BE PAID IN ACCORDANCE WITH THE TERMS OF THE SETTLEMENT ORDER.