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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| |
March
23, 2026 |
|
| |
Date of report (Date of
earliest event reported) |
|
| |
PIPER
SANDLER COMPANIES |
|
| |
(Exact Name of Registrant
as Specified in its Charter) |
|
| Delaware |
|
1-31720 |
|
30-0168701 |
| (State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
| 350
N 5th Street, Suite 1000 |
|
|
| Minneapolis,
Minnesota |
|
55401 |
| (Address of Principal Executive
Offices) |
|
(Zip Code) |
| |
(612) 303-6000 |
|
| |
(Registrant’s Telephone
Number, Including Area Code) |
|
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2):
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 23, 2026, Piper Sandler Companies
(the “Company”) filed an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware to effect the previously announced four-for-one forward stock split
(the “Stock Split”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), without
any change to its par value, and to proportionately increase the number of shares of the Company’s authorized Common Stock from
100,000,000 to 400,000,000 in connection with the Stock Split. The Amendment, which became effective at 4:30 p.m. Eastern Time on
March 23, 2026 (the “Effective Time”), is filed as Exhibit 3.1 to this Current Report on Form 8-K (this “Current
Report”). Trading of the Common Stock is expected to commence on a split-adjusted basis at market open on March 24, 2026. The
new CUSIP number for the Common Stock following the Stock Split is 724078209.
The information contained in Item 5.03 of this
Current Report is incorporated herein by reference.
The Company has registration statements on Form S-8
(File Nos. 333-111665, 333-122494, 333-142699, 333-150962, 333-159360, and 333-205229) on file with the Securities and Exchange Commission
(the “SEC”). SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offerings covered by
such registration statements. The information set forth in this Item 8.01 of this Current Report is hereby incorporated by reference into
each of the Company’s effective registration statements on Form S-8 listed above. Pursuant to Rule 416(b) under the
Securities Act of 1933, as amended, the number of shares of Common Stock registered under such registration statements is proportionately
adjusted to reflect the Stock Split as of the Effective Time.
| Item 9.01. | Financial
Statements and Exhibits. |
| |
(d) |
Exhibits. |
| |
3.1 |
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Piper Sandler Companies. |
| |
104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
SIGNATURE
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 hereunto
duly authorized.
| |
PIPER SANDLER COMPANIES |
| |
|
|
| Date: March 23, 2026 |
By |
/s/ John W. Geelan |
| |
|
John W. Geelan |
| |
|
General Counsel and Secretary |