PIPR Form 4: Director Brian Sterling Adds 73 Phantom Shares; Ownership 25,444

Rhea-AI Filing Summary

Brian R. Sterling, a director of Piper Sandler Companies (PIPR), reported a non‑market acquisition on 09/30/2025 that increased his beneficial ownership to 25,444 shares. The Form 4 shows Mr. Sterling elected to defer his quarterly director cash retainer, which resulted in an accrual of 73 shares of phantom stock. Those phantom shares are payable in common stock on the last day of the year in which his service as a director terminates. The transaction was filed on a Form 4 signed on 10/01/2025.

Positive

• Increased insider ownership: Beneficial ownership rose to 25,444 shares, reinforcing alignment with shareholders.
• Deferred compensation alignment: Director converted cash retainer into phantom stock, strengthening long‑term incentives without immediate dilution.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director deferral increases insider alignment without a market trade; not a material company event.

The filing documents a common governance practice where a director defers cash compensation into phantom stock. This increases reported beneficial ownership modestly and aligns the director's economic interest with shareholders. The phantom shares convert to common stock only upon termination of service, so no immediate dilution or market transaction occurred. For governance review, this is a disclosure of customary deferred compensation rather than a substantive change to board composition or control.

Securities Analyst

TL;DR: Small, non‑market accrual of 73 phantom shares; immaterial to valuation or near‑term trading.

The transaction code indicates an award/accrual rather than an open‑market purchase or sale. The additional 73 phantom shares raise total beneficial ownership to 25,444 shares, but the conversion is contingent on end of directorship, so there is no immediate share issuance or cash impact. This disclosure is transparent and routine and is unlikely to affect investor valuation or trading dynamics.

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^*

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)
09/30/2025

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	25,444	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 Brian R. Sterling	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 Brian R. Sterling report on Form 4 for PIPR?

The Form 4 reports an accrual of 73 phantom shares on 09/30/2025, raising his beneficial ownership to 25,444 shares.

Why were 73 shares recorded as acquired at price $0?

The shares are phantom stock from deferring a quarterly director cash retainer, recorded at $0 because no cash purchase occurred.

When will 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.

Does this Form 4 indicate any open‑market trading by the director?

No. The filing shows an accrual (non‑market transaction) of phantom shares, not a purchase or sale in the market.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by James Grant for Brian R. Sterling and dated 10/01/2025.