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[Form 4] PIPER SANDLER COMPANIES Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Brian R. Sterling, a director of Piper Sandler Companies (PIPR), reported an acquisition on 09/12/2025 of 25,371 shares of common stock delivered under the directors' deferred compensation plan. The transaction shows a price of $0, reflecting that these are dividend-equivalent phantom shares that were deemed reinvested into additional phantom stock. The filing indicates the 25,371 phantom shares are held directly and will be payable in an equal number of common shares on the last day of the year in which Mr. Sterling's service as a director terminates.

Positive
  • Director beneficial ownership increased by 25,371 shares through the plan, improving alignment with shareholders
  • Disclosure clarifies plan mechanics—dividend equivalents are reinvested and will convert to shares on termination, improving transparency
Negative
  • None.

Insights

TL;DR: Routine director deferred-compensation reinvestment increases reported ownership; not a market-moving disclosure.

The Form 4 documents a non-cash accrual under the directors' deferred compensation plan: dividend equivalents were converted into 25,371 phantom shares, recorded at a $0 transaction price because no cash changed hands. This is a standard governance-level disclosure showing increased beneficial ownership by a director due to plan mechanics rather than open-market purchases or sales. Impact on control and voting is limited until the phantom shares convert to actual shares upon termination as described.

TL;DR: Compensation plan mechanics increased reported holdings; reflects deferred pay reinvestment rather than equity grant.

The entry cites dividend-equivalent reinvestment into phantom stock under the directors' deferred compensation plan, which is consistent with non-qualified deferred compensation practices for board members. The filing clarifies timing of payment conversion — payable in shares on termination year-end — which is important for understanding when economic and voting rights transfer. This is a routine administrative update with limited immediate financial effect.

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Sterling Brian R

(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)
09/12/2025
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 09/12/2025 A 6(1) A $0 25,371 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. Dividend equivalents that are paid on shares of phantom stock are deemed reinvested in additional shares of phantom stock as of the payment date. These phantom shares accrue to the reporting person's account in the directors' deferred compensation plan. The shares of phantom stock become payable, in an equal number of shares of 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 Brian R. Sterling 09/15/2025
** 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 transaction did Brian R. Sterling report on Form 4 for PIPR?

The filing reports an acquisition on 09/12/2025 of 25,371 phantom shares tied to the directors' deferred compensation plan.

Why is the transaction price listed as $0 on the Form 4?

The $0 price reflects that these were dividend-equivalent phantom shares deemed reinvested, not an open-market cash purchase.

How will the phantom shares be paid out according to the filing?

The phantom shares accrue in the directors' deferred compensation plan and will be paid in an equal number of common shares on the last day of the year in which the reporting person's service as a director terminates.

Does the Form 4 indicate the ownership form for the reported shares?

Yes; the filing shows the reported 25,371 shares are held directly by the reporting person.

When was the Form 4 signed and filed?

The signature block shows the form was signed on 09/15/2025.
Piper Sandler Co`S

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