As filed with the Securities and Exchange Commission on May 21, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
Piper SANDLER Companies
(Exact name of registrant as specified in its charter)
| Delaware | 30-0168701 | |||
| (State or other jurisdiction of incorporation or organization) 350 North 5th Street, Suite 1000 Minneapolis, Minnesota (Address of Principal Executive Offices) |
(I.R.S. Employer Identification No.) 55401 (Zip Code) |
PIPER SANDLER COMPANIES AMENDED AND RESTATED
2003 ANNUAL AND LONG-TERM INCENTIVE PLAN
(as amended and restated May 17, 2023)
(Full title of the plan)
John W. Geelan
General Counsel and Secretary
Piper Sandler Companies
350 North 5th Street, Suite 1000
Minneapolis, Minnesota 55401
(Name and address of agent for service)
(612) 303-6000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x | Accelerated filer ¨ | |
| Non-accelerated filer ¨ | Smaller reporting company ¨ | |
| 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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering an additional 3,087,152 shares of common stock, par value $0.01 per share (the “Common Stock”), of Piper Sandler Companies, a Delaware corporation (the “Registrant”), to be issued pursuant to the Piper Sandler Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan (as amended and restated May 17, 2023) (the “Plan”). In accordance with Section E of the General Instructions to Form S-8, the contents of the following Registration Statements on Form S-8 relating to the Plan previously filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference File No. 333-111665, File No. 333-122494, File No. 333-142699, File No. 333-150962, File No. 333-159360, File No. 333-205229, File No. 333-228096, File No. 333-238598, File No. 333-268089, and File No. 333-272072.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
The following are filed as exhibits to this Registration Statement:
EXHIBIT INDEX
| Exhibit No. |
Description | Method of Filing | ||
| 4.1 | Amended and Restated Certificate of Incorporation of Piper Sandler Companies | (1) | ||
| 4.2 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Piper Sandler Companies | (2) | ||
| 4.3 | Amended and Restated Bylaws of Piper Sandler Companies (as of February 9, 2023) | (3) | ||
| 4.4 | Form of Specimen Certificate for Piper Sandler Companies Common Stock | (4) | ||
| 4.5 | Piper Sandler Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan (as amended and restated May 17, 2023) | (5) | ||
| 5.1 | Opinion of Faegre Drinker Biddle & Reath LLP | Filed herewith | ||
| 23.1 | Consent of Ernst & Young LLP | Filed herewith | ||
| 23.2 | Consent of Faegre Drinker Biddle & Reath LLP | Included in Exhibit 5.1 | ||
| 24.1 | Power of Attorney | Filed herewith | ||
| 107 | Filing Fee Table | Filed herewith | ||
| (1) | Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 18, 2023, and incorporated herein by reference. | |||
| (2) | Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on March 23, 2026, and incorporated herein by reference. | |||
| (3) | Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on February 10, 2023, and incorporated herein by reference. | |||
| (4) | Filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Commission on February 26, 2018, and incorporated herein by reference. | |||
| (5) | Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 18, 2023, and incorporated herein by reference. | |||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on May 21, 2026.
|
PIPER SANDLER COMPANIES (Registrant) | ||
| By: | /s/ Chad R. Abraham | |
|
Name: Chad R. Abraham Title: Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ Chad R. Abraham | Chairman and Chief Executive Officer | May 21, 2026 | ||
| Chad R. Abraham | (Principal Executive Officer) | |||
| /s/ Katherine P. Clune | Chief Financial Officer | May 21, 2026 | ||
| Katherine P. Clune | (Principal Financial Officer and Principal Accounting Officer) | |||
| * | Director | May 21, 2026 | ||
| Jonathan J. Doyle | ||||
| * | Director | May 21, 2026 | ||
| Stuart M. Essig | ||||
| * | Director | May 21, 2026 | ||
| Ann C. Gallo | ||||
| * | Director | May 21, 2026 | ||
| Victoria M. Holt | ||||
| * | Director | May 21, 2026 | ||
| Robbin Mitchell |
| * | Director | May 21, 2026 | ||
| Thomas S. Schreier, Jr. |
| * | Director | May 21, 2026 | ||
| Philip E. Soran |
| * | Director | May 21, 2026 | ||
| Brian R. Sterling |
| * | Director | May 21, 2026 | ||
| Scott C. Taylor |
| * | John W. Geelan, by signing his name hereto, does sign this document on behalf of the above noted individuals, pursuant to the powers of attorney duly executed by such individuals which have been filed as an exhibit to this Registration Statement. |
| By: | /s/ John W. Geelan | |
| Name: John W. Geelan | ||
| Title: Attorney-in-Fact |
Exhibit 5.1
| Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, Minnesota 55402 +1 612 766 7000 main +1 612 766 1600 fax |
May 21, 2026
Board of Directors of
Piper Sandler Companies
350 North 5th Street, Suite 1000
Minneapolis, Minnesota 55401
Ladies and Gentlemen:
We have acted as counsel to Piper Sandler Companies, a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), registering the offer and sale of up to an additional 3,087,152 shares of common stock, par value $0.01 per share, of the Company (the “Shares”), issuable by the Company pursuant to the Piper Sandler Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan (as amended and restated May 17, 2023, the “Plan”).
For purposes of this opinion letter, we have examined the Plan, the Registration Statement, the Amended and Restated Certificate of Incorporation of the Company, as amended and as currently in effect, the Amended and Restated Bylaws of the Company, as currently in effect, and the resolutions of the Company’s board of directors authorizing the issuance of the Shares. We have also examined a certificate of the Secretary of the Company dated as of the date hereof (the “Certificate”) and originals, or copies certified or otherwise authenticated to our satisfaction, of such corporate records and other records, agreements, instruments, certificates of public officials, and documents as we have deemed necessary as a basis for the opinions hereinafter expressed and have reviewed such matters of law as we have deemed relevant hereto. As to facts material to this opinion letter, we have relied upon certificates, statements or representations of public officials, of officers and other representatives of the Company (including the Certificate), and of others, without any independent verification thereof.
| Board of Directors of Piper Sandler Companies | Page 2 | May 21, 2026 |
In rendering the opinions set forth below, we have assumed: (i) the legal capacity of all natural persons; (ii) the genuineness of all signatures, including electronic signatures; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies; (v) the authenticity of the originals of such latter documents; (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the agreements, documents, instruments, certificates and records we have reviewed; and (vii) the absence of any undisclosed modifications to the agreements and instruments reviewed by us, without any independent verification or investigation thereof.
Based upon and subject to the foregoing and the other qualifications, assumptions and limitations set forth herein, it is our opinion that all necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of the Shares to be issued in accordance with the Plan and that, when the Shares are issued and sold as contemplated in the Registration Statement and the related prospectus and in accordance with the Plan and any applicable award agreement and, where applicable, the consideration for the Shares specified in the Plan and any applicable award agreement has been received by the Company, the Shares will be validly issued, fully paid and nonassessable.
We express no opinion concerning the laws of any jurisdiction other than, subject to the limitations and assumptions contained herein, the General Corporation Law of the State of Delaware.
This opinion letter speaks only as of the date the Registration Statement becomes effective under the Securities Act, and we assume no obligation to revise or supplement this opinion letter thereafter. This opinion letter is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ Faegre Drinker Biddle & Reath LLP | |
| FAEGRE DRINKER BIDDLE & REATH LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Piper Sandler Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan of our report dated February 26, 2026, with respect to the consolidated financial statements of Piper Sandler Companies and the effectiveness of internal control over financial reporting of Piper Sandler Companies included in its Annual Report (Form 10-K) for the year ended December 31, 2025, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
May 21, 2026
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That each person whose signature appears below, as a director and/or officer of Piper Sandler Companies (the “Company”), with its general offices in the City of Minneapolis, State of Minnesota, does hereby make, constitute and appoint Chad R. Abraham, Katherine P. Clune and John W. Geelan, or any one of them acting alone, his or her true and lawful attorneys, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities, to execute and sign a registration statement or registration statements on Form S-8 covering the registration of securities of the Company to be issued under the Piper Sandler Companies Amended and Restated 2003 Annual and Log-Term Incentive Plan (as amended and restated May 17, 2023) as approved by the Board of Directors of the Company, and any amendments or post-effective amendments to such registration statement or statements and documents in connection therewith, all to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, giving and granting unto said attorneys full power and authority to do and perform such actions as fully as they might have done or could do if personally present and executing any of said documents.
Dated and effective as of May 21, 2026.
| /s/ Chad R. Abraham | /s/ Robbin Mitchell | |
| Chad R. Abraham, Chairman and Chief Executive Officer | Robbin Mitchell, Director | |
| /s/ Katherine P. Clune | /s/ Thomas S. Schreier, Jr. | |
| Katherine P. Clune, Chief Financial Officer | Thomas S. Schreier, Jr., Director | |
| /s/ Jonathan J. Doyle | /s/ Philip E. Soran | |
| Jonathan J. Doyle, Director | Philip E. Soran, Director | |
| /s/ Stuart M. Essig | /s/ Brian R. Sterling | |
| Stuart M. Essig, Director | Brian R. Sterling, Director | |
| /s/ Ann C. Gallo | /s/ Scott C. Taylor | |
| Ann C. Gallo, Director | Scott C. Taylor, Director |
| /s/ Victoria M. Holt | ||
| Victoria M. Holt, Director |
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Calculation of Filing Fee Tables |
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Table 1: Newly Registered Securities |
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Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
|
|---|---|---|---|---|---|---|---|---|
| 1 |
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$
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$
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$
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Total Offering Amounts: |
$
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$
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Total Fee Offsets: |
$
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Net Fee Due: |
$
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Offering Note |
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1 |
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| Table 2: Fee Offset Claims and Sources |
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| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||