PIPR

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

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):

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

On February 8, 2023, the Compensation Committee (the “Committee”) of the Board of Directors of Piper Sandler Companies (the “Company”) approved the grant of a special performance-based non-qualified stock option (an “Option”) to purchase 75,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to the Company’s Chairman and CEO, Chad R. Abraham, with an expected grant date fair value of approximately $3,375,000. The Option was granted in order to incentivize Mr. Abraham to further drive the Company’s growth and performance. Mr. Abraham was last awarded a special option grant in connection with his promotion to CEO in February 2018, which fully vested in February 2023.

Under the terms of the non-qualified stock option agreement (the “Option Agreement”) to be entered into between the Company and Mr. Abraham, the Option has a ten-year term from February 15, 2023 (the “Effective Date”), and vests in equal installments on each of the third, fourth and fifth anniversaries of the Effective Date as long as Mr. Abraham remains continuously employed by the Company during such period. The Option is premium-priced, with the exercise price per share of Common Stock underlying the Option equal to the closing price per share of Common Stock on the New York Stock Exchange on the Effective Date, plus 10% per share. The Option was granted pursuant to the Company’s Amended and Restated 2003 Annual and Long-Term Incentive Plan.

The foregoing description of the Option Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Option Agreement, a copy of which is filed hereto as Exhibit 10.1 and incorporated by reference in this Current Report on Form 8-K.

SIGNATURES

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.

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