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

February 4, 2026

Date of report (Date of earliest event reported)

_________________________________

_________________________________

_________________________________

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 | | Common Stock, par value $0.01 per share | PIPR | The New York Stock Exchange |

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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of February 4, 2026, upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the “Board”) of Piper Sandler Companies (the “Company”), the Board elected Stuart M. Essig to serve as a director of the Company for an initial term expiring at the Company’s 2026 annual meeting of shareholders. Following Mr. Essig’s election to the Board, the size of the Company’s Board increased by one, from nine to ten directors. Mr. Essig has been appointed to serve on the Audit Committee of the Board.

Mr. Essig was chief executive officer of Integra LifeSciences Corporation from 1997 to 2012, and has served as chairman of its board of directors since 2012, with service as executive chairman from 2024 to 2025. Mr. Essig is also currently a director of IDEXX Laboratories, a position he has held since 2017.

In connection with his service on the Board, Mr. Essig will participate in the Company’s 2026 non-employee director compensation program, receiving a pro-rated $100,000 annual cash retainer, a $60,000 initial equity grant, and a $150,000 annual equity grant following the 2026 annual shareholder’s meeting.

There are no arrangements or understandings between Mr. Essig and any other persons pursuant to which Mr. Essig was selected as a director of the Company. Mr. Essig has not engaged in any related person transactions (as defined in Item 404(a) of Regulation S-K) with the Company.

Item 7.01.    Regulation FD Disclosure.

On February 4, 2026, the Company issued a press release announcing the event discussed in Item 5.02 above, 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.

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.

Document

Exhibit 99

Piper Sandler Companies

350 North 5th Street, Suite 1000

Minneapolis, MN 55401

Contact

Kate Clune

Chief Financial Officer

Tel: 212 466-7799

investorrelations@psc.com

FOR IMMEDIATE RELEASE

Piper Sandler Companies Elects Stuart M. Essig to Board of Directors

MINNEAPOLIS – February 4, 2026 – Piper Sandler Companies (NYSE: PIPR), a leading investment bank, is pleased to announce the addition of Stuart M. Essig, Ph.D. to its board of directors.

“Stuart will be a great asset to our board of directors. He brings deep experience and knowledge of the healthcare and medical technology industries, which remain important sectors for our investment banking business. In addition, his proven track record of leading a growing, publicly traded company will provide valuable perspective to the board,” said Chad Abraham, Piper Sandler chairman and chief executive officer.

Essig previously served as chief executive officer and director of Integra LifeSciences Corporation, a global medical technology company focused on innovative solutions for neurosurgery, tissue reconstruction, and advanced wound care, from 1997 to 2012. Following that, he has served as chairman from 2012 until today and executive chairman during 2024 and 2025. During Essig’s tenure, Integra LifeSciences grew revenues from approximately $15 million to more than $1.6 billion. Before joining Integra, Essig was a managing director in the healthcare group at Goldman Sachs where he had 10 years of experience, serving as a senior mergers and acquisitions advisor to a broad range of domestic and international medical technology, pharmaceutical and biotechnology clients.

In addition to serving as chairman of Integra, Essig currently serves on the board of directors at IDEXX Laboratories. From 1999 to 2017, he served on the board of directors at St. Jude Medical and has also sat on the boards of Zimmer Biomet, Owens & Minor and Orthofix. Essig earned a bachelor’s degree from the School of Public and International Affairs at Princeton University, and M.B.A. and Ph.D. degrees in financial economics from the University of Chicago, Graduate School of Business.

About Piper Sandler

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 the U.K. through Piper Sandler Ltd., authorized and regulated by the U.K. Financial Conduct Authority; in the EU through Aviditi Capital Advisors Europe GmbH, a tied agent of AHP Capital Management GmbH, authorized and regulated by BaFin; in the Abu Dhabi Global Market through Piper Sandler MENA Ltd., authorized and regulated by the ADGM Financial Services Regulatory Authority; and in Hong Kong through Piper Sandler Hong Kong Ltd., authorized and regulated by the Securities and Futures Commission. Alternative asset management and fixed income advisory services are offered through separately registered advisory affiliates.

____________________________________________________________________________________________________________________________________________

Follow Piper Sandler: LinkedIn | Facebook | X

©2026. Since 1895. Piper Sandler Companies. 350 North 5th Street, Minneapolis, Minnesota 55401