8-K

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 January 4, 2021, the Board of Directors (the “Board”) of Piper Sandler Companies (the “Company”) appointed Brian R. Sterling, former Managing Director, Financial Services Investment Banking of Piper Sandler & Co., a wholly owned subsidiary of the Company (“PS&C”), as a director of the Company effective as of such date.

As previously disclosed, on January 3, 2020, pursuant to the Agreement and Plans of Merger, dated as of July 9, 2019, by and among the Company (formerly, Piper Jaffray Companies), SOP Holdings, LLC and certain of its subsidiaries, including Sandler O'Neill & Partners, L.P. (collectively, “Sandler O'Neill”), and the other parties thereto (the “Merger Agreement”), the Company completed the acquisition of one hundred percent of the ownership interests of Sandler O’Neill (the “Transaction”). Pursuant to the terms of the Merger Agreement, Jonathan J. Doyle, Senior Managing Principal of Sandler O’Neill, had been appointed to the Board effective as of the closing of the Transaction and the parties agreed that a second, mutually agreed individual would be appointed to the Board in the first quarter of 2021. Mr. Sterling has been appointed to the Board as the second, mutually agreed individual in accordance with such terms.

On December 31, 2020, Mr. Sterling resigned from his position as Managing Director, Financial Services Investment Banking of PS&C, and entered into a Transition Services Agreement, dated December 31, 2020, with PS&C (the “Transition Services Agreement”). Pursuant to the terms of the Transition Services Agreement, Mr. Sterling will provide certain limited services exclusively to PS&C for a one-year term. Under the Transition Services Agreement, Mr. Sterling will be entitled to receive payments in connection with transactions for which Mr. Sterling provided services prior to the end of his employment with PS&C in the event that such transactions are successfully completed during 2021. Mr. Sterling also agreed under the Transition Services Agreement to continue certain non-competition and non-solicitation obligations and other restrictive covenants that he agreed to in connection with the Transaction.

Mr. Sterling received compensation from the Company for the year ended December 31, 2020 of $1,625,361. In addition, in connection with the Transaction, the Company granted Mr. Sterling $1.5 million in restricted shares of the Company’s common stock, which were vested by the Compensation Committee of the Board effective as of December 29, 2020.

Mr. Sterling will participate in the Company’s 2021 non-employee director compensation program, receiving a pro-rated $80,000 annual cash retainer, a $60,000 initial equity grant, and a $95,000 annual equity grant. Mr. Sterling will not serve on any committee of the Board.

Other than as described above, there are no arrangements or understandings between Mr. Sterling and any other persons pursuant to which Mr. Sterling was selected as a director of the Company. Other than as described above, there are no relationships or related transactions between Mr. Sterling and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

On January 4, 2021, the Company issued a press release announcing the appointment of Mr. Sterling to the Board, the text of which is furnished as Exhibit 99 hereto. The information contained in this Item 7.01 and Exhibit 99 is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under Section 18 of the Exchange Act. Furthermore, the information contained in this Item 7.01 and Exhibit 99 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

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.

Exhibit 99

F O R  I M M E D I A T E  R E L E A S E

PiperSandler Companies Elects Brian R. Sterling to

Boardof Directors ****

MINNEAPOLIS – January 4, 2021 – Piper Sandler Companies (NYSE: PIPR), a leading investment bank, is pleased to announce the addition of Brian R. Sterling to its board of directors.

After 18 years with Sandler O’Neill & Partners, L.P., Sterling joined Piper Sandler & Co. in 2020 in connection with the firms’ merger. While at Sandler O’Neill, Sterling was a principal and co-head of investment banking. Earlier in his career, he was a managing director at Merrill Lynch and worked in the corporate finance department at Wertheim Schroder & Co. Sterling began his career as an attorney with Skadden, Arps, Slate, Meagher & Flom.

Sterling retired from Piper Sandler & Co. on December 31, 2020, but will continue to provide consulting services through 2021.

“We are excited to have Brian join our board of directors. He has been a great partner and trusted advisor to us throughout the past year and he played a critical role in the successful merger between Piper and Sandler. As co-head of Sandler’s investment banking group, Brian helped grow that business into the industry leader for financial services. I know Brian will bring a valuable perspective to our board and we will continue to lean on his expertise to help us cultivate relationships across various sectors,” said Chad Abraham, Piper Sandler Companies chairman and chief executive officer.

Sterling earned a bachelor’s degree in economics from the Wharton School of the University of Pennsylvania and a Juris Doctor from Yale Law School.

About Piper Sandler

As a leading investment bank, we enable growth and success for our clients through deep sector expertise, candid advice and a differentiated, highly productive culture. We transcend transactions to define possibilities—enabling clients to achieve their short-term goals while realizing their long-term vision. Founded in 1895, the firm is headquartered in Minneapolis with offices across the United States and in London, Aberdeen and Hong Kong. Learn more at PiperSandler.com.

Piper Sandler Companies (NYSE: PIPR) is a leading investment bank driven to help clients Realize the Power of Partnership®. Securities brokerage and investment banking services are offered in the U.S. through Piper Sandler & Co., member SIPC and NYSE; in Europe through Piper Sandler Ltd., authorized and regulated by the U.K. Financial Conduct Authority; and in Hong Kong through Piper Sandler Hong Kong Limited, authorized and regulated by the Securities and Futures Commission. Private equity strategies and fixed income advisory services are offered through separately registered advisory affiliates.

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