[Form 4] PIPER SANDLER COMPANIES Insider Trading Activity

Rhea-AI Filing Summary

Philip E. Soran, a director of Piper Sandler Companies (PIPR), reported an acquisition on 09/30/2025 of 73 shares of phantom stock by electing to defer his quarterly director cash retainer. The filing shows 73 phantom shares recorded at $0 price and states those phantom shares become payable in common stock on the last day of the year in which his service as a director terminates. Following the reported transaction, the reporting person beneficially owned 19,815 common shares.

Positive

• Director alignment: Reporting person elected to defer cash retainer into phantom stock, aligning their compensation with equity outcomes.
• No cash outlay by issuer now: Phantom stock accrues rather than requiring immediate cash payment from the company.

Negative

• Potential future dilution: Phantom shares will convert to common stock upon the reporting person's service termination, creating possible future share issuance.
• Limited disclosure on conversion mechanics: The filing does not specify conversion ratio beyond stating payment in common stock at termination year-end.

Insights

Corporate Governance Expert

TL;DR: Director deferred cash compensation into phantom stock, aligning pay with stock ownership and deferring immediate cash payout.

The election to defer director cash retainer into phantom stock is a routine governance and compensation choice that ties director compensation to equity outcomes without immediate dilution. The phantom shares convert to common stock only upon termination of service, which preserves current share count until that event. This practice can enhance long-term alignment between the director and shareholders but has limited near-term impact given the small number of shares reported.

Financial Analyst

TL;DR: The 73-share accrual is immaterial to capital structure but marginally increases future potential share issuance upon conversion.

From a financial-materiality perspective, 73 phantom shares recorded at $0 and payable in stock upon director departure represent a negligible potential dilution relative to Piper Sandler's outstanding equity. The transaction reflects compensation deferral rather than a market purchase or sale. Investors should note the timing mechanism—conversion at termination year-end—when assessing potential future issuance, but the immediate impact on earnings per share or ownership percentages is minimal.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SORAN PHILIP

(Last) (First) (Middle)

350 NORTH 5TH STREET, SUITE 1000

(Street)

MINNEAPOLIS MN 55401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PIPER SANDLER COMPANIES [ PIPR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2025		A		73(1)	A	$0	19,815	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reporting person elected to defer receipt of quarterly director cash retainer fees resulting in the accrual to his account of 73 shares of phantom stock. The shares of phantom stock become payable, in common stock, on the last day of the year in which the reporting person's service as a director terminates.

Remarks:

	/s/ James Grant for Philip E. Soran	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Philip E. Soran report on Form 4 for PIPR?

He reported an acquisition on 09/30/2025 of 73 phantom stock shares resulting from deferral of his quarterly director cash retainer.

How many Piper Sandler (PIPR) shares does the reporting person own after this transaction?

The filing shows the reporting person beneficially owned 19,815 common shares following the reported transaction.

When do the phantom shares convert to common stock?

The phantom shares become payable in common stock on the last day of the year in which the reporting person's service as a director terminates.

Was there any purchase price paid for the phantom shares in the Form 4?

No purchase price was reported; the transaction price is listed as $0.

Does this Form 4 indicate a sale of shares by the director?

No. The Form 4 reports an acquisition (A) of 73 phantom shares via deferral of fees, not a disposition.