UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| Date of report (Date of earliest event reported) |
| (Exact Name of Registrant as Specified in its Charter) |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
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| (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 |
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.
| Item 8.01. | Other Events. |
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 | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
PIPER SANDLER COMPANIES
Piper Sandler Companies, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:
1. The name of the Corporation is Piper Sandler Companies.
2. The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was April 28, 2003.
3. This Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Corporation (this “Certificate of Amendment”) was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
4. Article IV, Section 1 of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows:
“Authorization. The Corporation shall be authorized to issue 405,000,000 shares of capital stock, of which 400,000,000 shares shall be shares of Common Stock, par value $0.01 per share (“Common Stock”), and 5,000,000 shares shall be shares of Preferred Stock, par value $0.01 per share (“Preferred Stock”). Upon the effectiveness of the Certificate of Amendment inserting this sentence into the Certificate of Incorporation of the Corporation (the “Split Effective Time”), each share of Common Stock issued and outstanding, and each share of Common Stock held by the Corporation as treasury stock, in each case as of immediately prior to the Split Effective Time, shall automatically, without further action on the part of the Corporation or any holder thereof, be subdivided and reclassified into four validly issued, fully paid and nonassessable shares of Common Stock, reflecting a four to one stock split (the “Stock Split”). Following the Split Effective Time, each certificate representing shares of Common Stock issued and outstanding immediately prior to the Split Effective Time shall be deemed to represent the number of shares of Common Stock into which the shares represented thereby have been subdivided and reclassified pursuant to the Stock Split, until such certificate is surrendered to the Corporation for cancellation or exchange.”
5. This Certificate of Amendment shall become effective at 4:30 p.m., local time in Wilmington, Delaware, on March 23, 2026.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by John W. Geelan, its General Counsel and Secretary, this 23rd day of March, 2026.
| PIPER SANDLER COMPANIES | ||
| By: | /s/ John W. Geelan | |
| Name: | John W. Geelan | |
| Title: | General Counsel and Secretary | |