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Cohen & Co Inc.

Cohen & Co Inc.COHN決算レポート

NYSE · 素材 · 証券ブローカー、ディーラー及び株式発行会社

George Cohen, Sons and Company was a scrap metal merchant with offices in Commercial Road, London. The company was founded by George Henry Cohen (d.1890) as Messrs. George Cohen & Co. in 1834 and changed its name to George Cohen, Sons and Co. in 1883 on the appointment of Michael Cohen, son of the founder. After the First World War the company won a number of large contracts to dispose of surplus munitions including "400,000 tons of high explosives and other shells". The company also engaged ...

What changed in Cohen & Co Inc.'s 10-K — 2024 vs 2025

Top changes in Cohen & Co Inc.'s 2025 10-K

810 paragraphs added · 796 removed · 570 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

315 edited+117 added−122 removed393 unchanged
Furthermore, because of the difficulty of determining the fair value of such an investment in the applicable SPAC's pre-business combination period, the Company has chosen to not elect the fair value option. • If a SPAC completed a business combination and the Company had an equity method investment in the associated sponsor entity, upon completing a business combination, the sponsor entity recorded income equal to the difference between the fair value of the restricted and unrestricted shares it received and the carrying value of its equity method investment in the SPAC.
Furthermore, because of the difficulty of determining the fair value of such an investment in the applicable SPAC's pre-business combination period, the Company has chosen not to elect the fair value option. • If a SPAC completed a business combination and the Company had an equity method investment in the associated sponsor entity, upon completing a business combination, the sponsor entity recorded income equal to the difference between the fair value of the restricted and unrestricted shares it received and the carrying value of its equity method investment in the SPAC.
Insurance JV and the CREO JV. The U.S. Insurance JV invests in USD denominated debt issued by small insurance and reinsurance companies. The CREO JV invests in primarily multi-family commercial real estate mortgage-backed loans. According to ASC 820, these investments are not categorized within the valuation hierarchy.
Insurance JV and CREO JV. The U.S. Insurance JV invests in USD denominated debt issued by small insurance and reinsurance companies. The CREO JV invests in primarily multi-family commercial real estate mortgage-backed loans. According to ASC 820, these investments are not categorized within the valuation hierarchy.
Generally, the employee's investment will be worthless if the SPAC in which the sponsor entity has invested is liquidated and it will become worth something if the SPAC completes its business combination. Therefore, the Company treats these grants as having a performance condition (i.e. the completion of the SPAC business combination).
Generally, the employee's investment will be worthless if the SPAC in which the sponsor entity has invested is liquidated and it will become worth something if the SPAC completes its business combination. Therefore, the Company treats these grants as having a performance condition (i.e. the completion of the SPAC business combination).
Further, at the time of the investments, the Company treats this performance condition as being non-probable. The effect of this is that the Company records no expense related to these investments until (and only if) the business combination is completed.
Further, at the time of the investments, the Company treats this performance condition as being non-probable. The effect of this is that the Company records no expense related to these investments until (and only if) the business combination is completed.
Upon completion of the business combination, the Company records compensation expense in an amount equal to the fair value of the grant.
Upon completion of the business combination, the Company records compensation expense in an amount equal to the fair value of the grant.
During 2024, the Company recorded a provision for credit losses of $2,556, which is included as a component of professional fees and other operating expenses in the statement of operations and we fully wrote off $306 of receivables. It is the Company's policy to fully write off the receivable and related allowance when it has abandoned collection efforts.
During 2024, the Company recorded a provision for credit losses of $2 ,556, which is included as a component of professional fees and other operating expenses in the statement of operations, and fully wrote off $306 of receivables. It is the Company's policy to fully write off the receivable and related allowance when it has abandoned collection efforts.
Pursuant to the 2024 Note, following September 1, 2024, the Operating LLC may not incur any Indebtedness that is a senior obligation to the 2024 Note. See notes 4 and 19. The 2020 Note On January 31, 2020, the Operating LLC entered into the Original Purchase Agreement with the JKD Investor and RNCS.
Pursuant to the 2024 Note, following September 1, 2024, the Operating LLC may not incur any Indebtedness that is a senior obligation to the 2024 Note. See notes 4. 2020 Note On January 31, 2020, the Operating LLC entered into the Original Purchase Agreement with the JKD Investor and RNCS.
F- 77 Table of Contents SPAC Sponsor Entities and Other In general, a SPAC is initially funded by a sponsor and that sponsor invests in and receives private placement and founder shares of the SPAC. The sponsor may be organized as a single legal entity or multiple entities under common control.
F- 77 Table of Contents E. SPAC Sponsor Entities and Other In general, a SPAC is initially funded by a sponsor and that sponsor invests in and receives private placement and founder shares of the SPAC. The sponsor may be organized as a single legal entity or multiple entities under common control.
From October 28, 2020 to June 18, 2024, the Company and Byline Bank have entered into several amendments that changed the terms such as: (i) interest rate; (ii) total line of credit; (iii) financial covenants; and (iv) maturity dates.
From October 28, 2020 to June 18, 2024, the Company and Byline Bank entered into several amendments that changed the terms such as: (i) interest rate; (ii) total line of credit; (iii) financial covenants; and (iv) maturity dates.
The Company's adoption of the provisions of ASU 2032 - 02, effective January 1, 2024, did not have an effect on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ): Improvements to Reportable Segment Disclosures.
The Company's adoption of the provisions of ASU 2023 - 02, effective January 1, 2024, did not have an effect on the Company’s consolidated financial statements. In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ): Improvements to Reportable Segment Disclosures.
Cohen has the ability to acquire at any time any of the DGC Trust’s assets, including the units of membership interests, by substituting other property of an equivalent value without the approval or consent of any person, including any trustee or beneficiary of the DGC Trust.
Cohen has the ability to acquire at any time any of the DGC Trust’s assets, including the units of membership interests, by substituting other property of an equivalent value without the approval or consent of any person, including any trustee or beneficiary of the DGC Trust. C.
Pursuant to the 2024 Note, the unpaid principal amount and all accrued but unpaid interest thereunder will be due and payable as follows: (i) $2,573 of the principal amount will be due and payable on August 31, 2025, and (ii) $2,573 will be due and payable on August 31, 2026.
Pursuant to the 2024 Note, the unpaid principal amount and all accrued but unpaid interest thereunder will be due and payable as follows: (i) $2,573 of the principal amount would be due and payable on August 31, 2025, and (ii) $2,573 would be due and payable on August 31, 2026.
F- 31 Table of Contents Investments in Certain Entities that Calculate Net Asset Value Per Share (or its Equivalent) The following table presents additional information about investments in certain entities that calculate NAV per share (regardless of whether the “practical expedient” provisions of ASC 820 have been applied), which are measured at fair value on a recurring basis as of December 31, 2024 and 2023 .
F- 31 Table of Contents Investments in Certain Entities that Calculate Net Asset Value Per Share (or its Equivalent) The following table presents additional information about investments in certain entities that calculate NAV per share (regardless of whether the “practical expedient” provisions of ASC 820 have been applied), which are measured at fair value on a recurring basis as of December 31, 2025 and 2024 .
At December 31, 2024 , the Company had open TBA and other forward MBS purchase agreements in the notional amount of $852,450 and open TBA and other forward MBS sale agreements in the notional amount of $883,900.
At December 31, 2024 , the Company had open TBA and other forward agency MBS purchase agreements in the notional amount of $852,450 and open TBA and other forward agency MBS sale agreements in the notional amount of $883,900.
Non-Controlling Interest The equity interests of any consolidated subsidiary that are not owned by the Company are treated as non-controlling interests. See note 21. R. Equity-Based Compensation The Company accounts for equity-based compensation issued to its employees using the fair value-based methodology prescribed by the provisions related to share-based payments included in FASB ASC 718, Compensation-Stock Compensation (“ASC 718” ).
Non-Controlling Interest The equity interests of any consolidated subsidiary that are not owned by the Company are treated as non-controlling interests. See note 21. Q. Equity-Based Compensation The Company accounts for equity-based compensation issued to its employees using the fair value-based methodology prescribed by the provisions related to share-based payments included in FASB ASC 718, Compensation-Stock Compensation (“ASC 718” ).
FTAC Zeus liquidated in 2023. FTAC Emerald Acquisition Corp. ("FTAC Emerald") is a SPAC. The sponsor of FTAC Emerald ("FTAC Emerald Sponsor") is a related party as it is an equity method investment of the Company.
FTAC Zeus liquidated in 2023. FTAC Emerald Acquisition Corp. ("FTAC Emerald") was a SPAC. The sponsor of FTAC Emerald ("FTAC Emerald Sponsor") is a related party as it is an equity method investment of the Company.
There have been no subsequent events, except as already disclosed, that occurred during such period that would require disclosure in this Form 10 -K or would be required to be recognized in the Consolidated Financial Statements as of and for the year ended December 31, 2024. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A.
There have been no subsequent events, except as already disclosed, that occurred during such period that would require disclosure in this Form 10 -K or would be required to be recognized in the Consolidated Financial Statements as of and for the year ended December 31, 2025 . 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A.
F-6 Table of Contents COHEN & COMPANY INC. Notes to Consolidated Financial Statements December 31, 2024 (Dollars in thousands, except share and per share information) 1. ORGANIZATION AND NATURE OF OPERATIONS Organizational History Cohen Brothers, LLC (“Cohen Brothers”) was formed on October 7, 2004 by Cohen Bros. Financial, LLC (“CBF”).
F-6 Table of Contents COHEN & COMPANY INC. Notes to Consolidated Financial Statements December 31, 2025 (Dollars in thousands, except share and per share information) 1. ORGANIZATION AND NATURE OF OPERATIONS Organizational History Cohen Brothers, LLC (“Cohen Brothers”) was formed on October 7, 2004 by Cohen Bros. Financial, LLC (“CBF”).
See note 11 for discussion of concentrations within the gestation repo operations. F- 16 Table of Contents W. Fair Value of Financial Instruments The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments. These determinations were based on available market information and appropriate valuation methodologies.
See note 11 for discussion of concentrations within the gestation repo operations. F- 16 Table of Contents V. Fair Value of Financial Instruments The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments. These determinations were based on available market information and appropriate valuation methodologies.
Second, JVB qualifies for an exemption under Footnote 74 of the SEC Release No. 34 - 70073 because it limits its business activities to certain activities allowed under this exemption and it does not hold customer funds or securities, carry customer accounts, and does not carry PAB accounts. F- 69 Table of Contents 28.
Second, Cohen Securities qualifies for an exemption under Footnote 74 of the SEC Release No. 34 - 70073 because it limits its business activities to certain activities allowed under this exemption and it does not hold customer funds or securities, carry customer accounts, and does not carry PAB accounts. F- 69 Table of Contents 28.
Diluted earnings per common share (“Diluted EPS”) reflects the potential dilution of common stock equivalents (such as restricted stock and restricted units entitled to forfeitable dividends, in-the-money stock options, and convertible debt, if they are not anti-dilutive). See note 26 for the computation of earnings/(loss) per common share. V.
Diluted earnings per common share (“Diluted EPS”) reflects the potential dilution of common stock equivalents (such as restricted stock and restricted units entitled to forfeitable dividends, in-the-money stock options, and convertible debt, if they are not anti-dilutive). See note 26 for the computation of earnings/(loss) per common share. U.
For every 10 shares of Series E Preferred Stock, the holders thereof are entitled to one vote on any such matter. Daniel G. Cohen, the Company’s executive chairman, is the sole holder of all 4,983,557 shares of Series E Preferred Stock outstanding as of December 31, 2024 . The Series E Preferred Stock held by Daniel G.
For every 10 shares of Series E Preferred Stock, the holders thereof are entitled to one vote on any such matter. Daniel G. Cohen, the Company’s executive chairman, is the sole holder of all 4,983,557 shares of Series E Preferred Stock outstanding as of December 31, 2025 . The Series E Preferred Stock held by Daniel G.
Revenue Recognition Net trading Net trading includes: (i) all gains, losses, interest income, dividend income, and interest expense from securities classified as investments-trading and trading securities sold, not yet purchased; (ii) interest income and expense from collateralized securities transactions; and (iii) commissions and riskless trading profits. Net trading is reduced by margin interest, which is recorded on an accrual basis.
Net trading Net trading includes: (i) all gains, losses, interest income, dividend income, and interest expense from securities classified as investments-trading and trading securities sold, not yet purchased; (ii) interest income and expense from collateralized securities transactions; and (iii) commissions and riskless trading profits. Net trading is reduced by margin interest, which is recorded on an accrual basis.
From that point forward, the shares received by the employee are treated as part of the non-controlling interest and allocated income, expense, gains, and losses accordingly until the applicable sponsor entity is liquidated or otherwise de-consolidated. F- 15 Table of Contents S.
From that point forward, the shares received by the employee are treated as part of the non-controlling interest and allocated income, expense, gains, and losses accordingly until the applicable sponsor entity is liquidated or otherwise de-consolidated. F- 15 Table of Contents R.
CCFESA is regulated by the ACPR and subject to certain minimum levels of capital. Shares Outstanding of Stockholders’ Equity of the Company The following table summarizes share transactions that occurred in stockholders’ equity during the years ended December 31, 2024 , 2023 , and 2022 . ROLLFORWARD OF SHARES OUTSTANDING OF COHEN & COMPANY INC.
CCFESA is regulated by the ACPR and subject to certain minimum levels of capital. Shares Outstanding of Stockholders’ Equity of the Company The following table summarizes share transactions that occurred in stockholders’ equity during the years ended December 31, 2025 , 2024 , and 2023 . ROLLFORWARD OF SHARES OUTSTANDING OF COHEN & COMPANY INC.
DiMaio, the vice chairman of the board of directors and vice chairman of the Operating LLC’s board of managers, and his spouse. On October 3, 2016, the Operating LLC and JKD Investor entered into the JKD Investment Agreement. The interest expense incurred relating to the JKD Investment Agreement is disclosed in the table below. See notes 4 and 15.
DiMaio, the vice chairman of the board of directors and vice chairman of the Operating LLC’s board of managers, and his spouse. On October 3, 2016, the Operating LLC and JKD Investor entered into the JKD Investment Agreement. The interest expense incurred relating to the JKD Investment Agreement is disclosed in the table below. See notes 4 and 20.
Revenue earned on the servicing contract is included as part of asset management in the table below. As of December 31, 2024 , the Company owned 7.5% of the equity of CREO JV. U.S. Insurance JV U.S. Insurance JV is considered a related party because it is an equity method investment of the Company.
Revenue earned on the servicing contract is included as part of asset management in the table below. As of December 31, 2025 , the Company owned 7.5% of the equity of CREO JV. U.S. Insurance JV U.S. Insurance JV is considered a related party because it is an equity method investment of the Company.
Other than its investment in these entities, the Company did not provide financial support to these VIEs during the years ended December 31, 2024 and 2023 , and had no liabilities, contingent liabilities, or guarantees (implicit or explicit) related to these VIEs at December 31, 2024 and 2023 . See table below.
Other than its investment in these entities, the Company did not provide financial support to these VIEs during the years ended December 31, 2025 and 2024 , and had no liabilities, contingent liabilities, or guarantees (implicit or explicit) related to these VIEs at December 31, 2025 and 2024 . See table below.
The Company may request a reduction in Byline Bank’s $15,000 commitment in a minimum amount of $1,000 and multiples of $500 thereafter upon not less than five days’ prior notice to Byline Bank. The Company may draw on the facility until June 18, 2025.
The Company may request a reduction in Byline Bank’s $15,000 commitment in a minimum amount of $1,000 and multiples of $500 thereafter upon not less than five days’ prior notice to Byline Bank. The Company may draw on the facility until June 18, 2026.
During the periods presented, all leases to which the Company was a party were classified as operating leases and rent expense was recognized on a straight-line basis and included as a component of business development, occupancy, and equipment in the consolidated statements of operations. Q.
During the periods presented, all leases to which the Company was a party were classified as operating leases and rent expense was recognized on a straight-line basis and included as a component of business development, occupancy, and equipment in the consolidated statements of operations. P.
If the Company were to change this determination in the future, a significant deferred tax benefit or deferred tax expense would be recognized as a component of earnings. The Company’s policy is to record penalties and interest as a component of income tax expense (benefit) in the consolidated statements of operations. T.
If the Company were to change this determination in the future, a significant deferred tax benefit or deferred tax expense would be recognized as a component of earnings. The Company’s policy is to record penalties and interest as a component of income tax expense / (benefit) in the consolidated statements of operations. S.
The Company determined the goodwill was not impaired as of 2024 , 2023 , and 2022 . The Company concluded there was no triggering event for the goodwill related to AFN. F- 40 Table of Contents 14. LEASES As of December 31, 2024 , all of the leases to which the Company was a party were operating leases.
The Company determined the goodwill was not impaired as of 2025 , 2024 , and 2023 . The Company concluded there was no triggering event for the goodwill related to AFN. F- 40 Table of Contents 14. LEASES As of December 31, 2025 , all of the leases to which the Company was a party were operating leases.
Loans (both principal and interest) made by Byline Bank under the amended and restated agreement are scheduled to mature and become immediately due and payable in full on June 18, 2025. The Company is subject to the following financial covenants in the Byline Credit Facility.
Loans (both principal and interest) made by Byline Bank under the amended and restated agreement are scheduled to mature and become immediately due and payable in full on June 18, 2026. The Company is subject to the following financial covenants in the Byline Credit Facility.
Vellar Opportunities GP, LLC On February 25, 2025, the Operating LLC entered into (i) a Limited Liability Company Interest Purchase Agreement with Jason Capone and Solomon Cohen, who is the son of our Executive Chairman, Daniel G.
Vellar Opportunities GP, LLC On February 25, 2025, the Operating LLC entered into (i) a Limited Liability Company Interest Purchase Agreement (the “Vellar Purchase Agreement”) with Jason Capone and Solomon Cohen, who is the son of our executive chairman, Daniel G.
The 2024 Note may, with at least 31 days’ prior written notice from the Operating LLC to the holder thereof, be prepaid in whole or in part at any time following January 31, 2025 without the prior written consent of the holder and without penalty or premium.
The 2024 Note could, with at least 31 days’ prior written notice from the Operating LLC to the holder thereof, be prepaid in whole or in part at any time following January 31, 2025, without the prior written consent of the holder and without penalty or premium.
With the exception of the junior subordinated notes included as a component of debt and the deferred tax liability, nearly all of the assets and liabilities included in the Company’s consolidated balance sheet are owned by the Operating LLC or its consolidated subsidiaries.
With the exception of the junior subordinated notes included as a component of debt and any deferred tax asset or liability, nearly all of the assets and liabilities included in the Company’s consolidated balance sheet are owned by the Operating LLC or its consolidated subsidiaries.
F- 27 Table of Contents The following tables present information about the Company’s assets and liabilities measured at fair value as of December 31, 2024 and 2023 , and indicate the valuation hierarchy of the valuation techniques utilized by the Company to determine such fair value.
F- 27 Table of Contents The following tables present information about the Company’s assets and liabilities measured at fair value as of December 31, 2025 and 2024 , and indicate the valuation hierarchy of the valuation techniques utilized by the Company to determine such fair value.
The fair value of these investments was included in other investments, at fair value on the consolidated balance sheets; any realized and unrealized gains on these investments was included in principle transactions and other income on the consolidated statements of operations and comprehensive income. All realized and unrealized gains (losses) are included in the table below.
The fair value of this investment was included in other investments, at fair value on the consolidated balance sheets; any realized and unrealized gains on these investments was included in principle transactions and other income on the consolidated statements of operations and comprehensive income. All realized and unrealized gains (losses) are included in the table below.
The Company carries the foreign currency forward contracts at fair value and includes them as a component of other investments, at fair value in the Company’s consolidated balance sheets. As of December 31, 2024 and 2023 , the Company had no outstanding foreign currency forward contracts.
The Company carries the foreign currency forward contracts at fair value and includes them as a component of other investments, at fair value in the Company’s consolidated balance sheets. As of December 31, 2025 and 2024 , the Company had no outstanding foreign currency forward contracts.
Other Repo Transactions In addition to the Company’s matched book repo business, the Company may also enter into reverse repos to acquire securities to cover short positions or as an investment. Additionally, the Company may enter into repos to finance the Company’s securities positions held in inventory.
Other Repo Transactions In addition to the Company’s gestation book repo business, the Company may also enter into reverse repos to acquire securities to cover short positions or as an investment. Additionally, the Company may enter into repos to finance the Company’s securities positions held in inventory.
F- 47 Table of Contents The 2024 Note On September 1, 2024, pursuant to the Redemption Agreement, the Operating LLC issued to JKD Investor the 2024 Note, which evidences the Operating LLC’s obligation to repay to the JKD Investor the original principal amount of $5,146.
F- 47 Table of Contents 2024 Note On September 1, 2024, pursuant to the Redemption Agreement, the Operating LLC issued to JKD Investor the 2024 Note, which evidenced the Operating LLC’s obligation to repay to the JKD Investor the original principal amount of $5,146.
F- 84 Table of Contents COHEN & COMPANY INC. CONDENSED FINANCIAL INFORMATION OF REGISTRANT COHEN & COMPANY INC. (PARENT COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS Unaudited (Dollars in thousands) The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements and related notes of Cohen & Company Inc.
F- 85 Table of Contents COHEN & COMPANY INC. CONDENSED FINANCIAL INFORMATION OF REGISTRANT COHEN & COMPANY INC. (PARENT COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS Unaudited (Dollars in thousands) The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements and related notes of Cohen & Company Inc.
Certain prior period amounts have been reclassified to conform to the current period presentation. The Company paid or received cash distributions to / from Cohen & Company, LLC as disclosed above in the statements of cash flow. F-85
Certain prior period amounts have been reclassified to conform to the current period presentation. The Company paid or received cash distributions to / from Cohen & Company, LLC as disclosed above in the statements of cash flow. F-86
As consideration for these services, the Company received an allocation of 35,000 founders shares of FTAC Emerald stock to the Operating LLC and recorded an equity method investment of $40 for the valuation of these services. The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table below.
As consideration for these services, the Company received an allocation of 35,000 founders shares of FTAC Emerald stock to the Operating LLC and recorded an equity method investment of $40 for the valuation of these services. The revenue earned on this arrangement is disclosed in principal transactions and other income, other SPAC entities in the table belo w.
Such financial assets accounted for at fair value include: • securities that would otherwise qualify for available for sale treatment; • investments in equity method affiliates that have the attributes in ASC 946 - 10 - 15 - 2 (commonly referred to as investment companies) or that have fair values that are readily determinable; and • investments in residential mortgage loans.
Such financial assets accounted for at fair value include: • securities that would otherwise qualify for available for sale treatment; and • investments in equity method affiliates that have the attributes in ASC 946 - 10 - 15 - 2 (commonly referred to as investment companies) or that have fair values that are readily determinable.
As of December 31, 2024 , there were 4,983,557 shares of Series E Preferred Stock issued and outstanding. See Non-Controlling Interest — Future Conversion / Redemption of Operating LLC Units below.
As of December 31, 2025 , there were 4,983,557 shares of Series E Preferred Stock issued and outstanding. See Non-Controlling Interest — Future Conversion / Redemption of Operating LLC Units below.
JVB is subject to net capital restrictions imposed by the SEC and FINRA, which require certain minimum levels of net capital to remain in this subsidiary. In addition, these restrictions could potentially impose notice requirements or limit the Company’s ability to withdraw capital above the required minimum amounts (excess capital) whether through distribution or loan.
Cohen Securities is subject to net capital restrictions imposed by the SEC and FINRA, which require certain minimum levels of net capital to remain in this subsidiary. In addition, these restrictions could potentially impose notice requirements or limit the Company’s ability to withdraw capital above the required minimum amounts (excess capital) whether through distribution or loan.
The restricted shares and restricted units of Common Stock typically may vest either quarterly, annually, or at the end of a specified term on a straight-line basis over the remaining term of the awards, assuming the recipient is continuing in service to the Company at such date, and, in the case of performance-based equity awards, the performance thresholds have been attained.
The restricted shares and restricted units typically may vest quarterly, annually, or at the end of a specified term on a straight-line basis over the remaining term of the awards, assuming the recipient is continuing in service to the Company at such date, and, in the case of performance-based equity awards, the performance thresholds have been attained.
First, JVB does not carry securities accounts for its customers or perform custodial functions relating to customer securities and, therefore, qualifies for an exemption under Rule 15c3 - 3 (k)( 2 )(ii).
First, Cohen Securities does not carry securities accounts for its customers or perform custodial functions relating to customer securities and, therefore, qualifies for an exemption under Rule 15c3 - 3 (k)( 2 )(ii).
Other income/(loss) includes foreign currency gains and losses, interest earned on cash and cash equivalents, interest earned and losses incurred on notes receivable, and other miscellaneous income including transaction break up fees and revenue from revenue sharing arrangements. O.
Other income/(loss) includes foreign currency gains and losses, interest earned on cash and cash equivalents, interest earned and losses incurred on notes receivable, and other miscellaneous income including transaction break up fees and revenue from revenue sharing arrangements. N.
No assurance can be made that the Company will have future taxable income or future capital gains to benefit from its NOL and NCL carry forwards. The Company has determined that its NOL and NCL carry forwards are not currently limited by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”).
No assurance can be made that the Company will have future taxable income or future capital gains to benefit from its NOL and NCL carryforwards. The Company has determined that its NOL and NCL carryforwards are not currently limited by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”).
The following table presents the Company’s derivative financial instruments and the amount and location of the fair value (unrealized gain / (loss)) presented in the consolidated balance sheets as of December 31, 2024 and 2023 .
The following table presents the Company’s derivative financial instruments and the amount and location of the fair value (unrealized gain / (loss)) presented in the consolidated balance sheets as of December 31, 2025 and 2024 .
The table below shows the Company’s maximum exposure to loss associated with these identified nonconsolidated VIEs in which it holds variable interests at December 31, 2024 and 2023 .
The table below shows the Company’s maximum exposure to loss associated with these identified nonconsolidated VIEs in which it holds variable interests at December 31, 2025 and 2024 .
As of December 31, 2024 , there were 22,429,541 shares of Series F Preferred Stock issued and outstanding . F- 52 Table of Contents Together, the Series E and Series F Preferred Stock enables Daniel G.
As of December 31, 2025 , there were 22,429,541 shares of Series F Preferred Stock issued and outstanding . F- 52 Table of Contents Together, the Series E and Series F Preferred Stock enables Daniel G.
For financial instruments held outside of JVB, the Company accounts for them under ASC 320. ASC 320 requires that the Company classify its investments as either (i) held to maturity, (ii) available for sale, or (iii) trading. This determination is made at the time a security is purchased.
For financial instruments held outside of Cohen Securities, the Company accounts for them under ASC 320. ASC 320 requires that the Company classify its investments as either (i) held to maturity, (ii) available for sale, or (iii) trading. This determination is made at the time a security is purchased.
GOODWILL Goodwill is comprised of the following. GOODWILL (Dollars in Thousands) December 31, 2024 December 31, 2023 AFN $ 109 $ 109 Goodwill $ 109 $ 109 The annual impairment testing date for AFN goodwill is October 1. The first testing date following the AFN Merger was October 1, 2010.
GOODWILL Goodwill is comprised of the following. GOODWILL (Dollars in Thousands) December 31, 2025 December 31, 2024 AFN $ 109 $ 109 Goodwill $ 109 $ 109 The annual impairment testing date for AFN goodwill is October 1. The first testing date following the AFN Merger was October 1, 2010.
The election is made on an instrument-by-instrument basis and is irrevocable. See note 9 for the information regarding the effects of applying the fair value option to the Company’s financial instruments on the Company’s consolidated financial statements. For financial instruments held by JVB, the Company accounts for them under ASC 940 - 320.
The election is made on an instrument-by-instrument basis and is irrevocable. See note 9 for the information regarding the effects of applying the fair value option to the Company’s financial instruments on the Company’s consolidated financial statements. For financial instruments held by Cohen Securities, the Company accounts for them under ASC 940 - 320.
In either case, the entity (or entities) is referred in this section as the sponsor of the applicable SPAC. The Company had the following transactions with various sponsors of SPACs that are related parties, which the Company does not consolidate. Fintech Acquisition Corp. V ("FTAC V") was a SPAC.
In either case, the entity (or entities) is referred in this section as the sponsor of the applicable SPAC. The Company had the following transactions with various sponsors of SPACs that are related parties, which the Company does not consolidate. FTAC Athena Acquisition Corp. ("FTAC Athena") was a SPAC.
The gestation repo business has been, and continues to be, concentrated as to reverse repo counterparties. The Company conducts this business with a limited number of reverse repo counterparties. As of December 31, 2024 and 2023 , the Company’s gestation reverse repos shown in the tables below represented balances from 7 and 7 counterparties, respectively.
The gestation repo business has been, and continues to be, concentrated as to reverse repo counterparties. The Company conducts this business with a limited number of reverse repo counterparties. As of December 31, 2025 and 2024 , the Company’s gestation reverse repos shown in the tables below represented balances from 2 and 7 counterparties, respectively.
The Series C Preferred Stock has a par value of $0.001 per share and 10,000 shares were authorized as of December 31, 2024 and 2023 .
The Series C Preferred Stock has a par value of $0.001 per share and 10,000 shares were authorized as of December 31, 2025 and 2024 .
COMMITMENTS AND CONTINGENCIES Lease Commitments The Company leases office space in several cities under lease agreements. As of December 31, 2024 , future minimum commitments under these operating leases are as follows.
COMMITMENTS AND CONTINGENCIES Lease Commitments The Company leases office space in several cities under lease agreements. As of December 31, 2025 , future minimum commitments under these operating leases are as follows.
Rent expense was recorded net of sublease income of $92, $94, and $102 for the years ended December 31, 2024, 2023 and 2022 , respectively. The lease commitments noted above represent the actual cash commitments and will not necessarily match the amount of rent expense recorded in the consolidated statements of operations.
Rent expense was recorded net of sublease income of $92, $92, and $94, for the years ended December 31, 2025, 2024 and 2023 , respectively. The lease commitments noted above represent the actual cash commitments and will not necessarily match the amount of rent expense recorded in the consolidated statements of operations.
New issue and advisory revenue is recognized when the Company’s performance obligations have been satisfied, and collectability is reasonably assured. However, in certain cases, collectability becomes doubtful at a later date. At each reporting period, the Company assesses the collectability of its new issue and advisory receivables.
Investment banking and new issue revenue is recognized when the Company’s performance obligations have been satisfied, and collectability is reasonably assured. However, in certain cases, collectability becomes doubtful at a later date. At each reporting period, the Company assesses the collectability of its investment banking and new issue receivables.
These valuations are based on a market approach. The Company classifies the fair value of these securities within level 2 of the valuation hierarchy. U.S. Government Agency Debt Securities : Callable and non-callable U.S. government agency debt securities are measured primarily based on quoted market prices obtained from third -party pricing services.
The Company classifies the fair value of these securities within level 2 of the valuation hierarchy. U.S. Government Agency Debt Securities : Callable and non-callable U.S. government agency debt securities are measured primarily based on quoted market prices obtained from third -party pricing services.
All of the investments for which the Company has elected the fair value option are included as a component of other investments, at fair value in the consolidated balance sheets.
All of the investmen ts for which the Company has elected the fair value option are included as a component of other investments, at fair value in the consolidated balance sheets.
Each receivable is unique and does not share similar characteristics to be pooled so they are evaluated on an individual basis. The company records an allowance when, in management’s judgement, one is necessary for credit losses.
Each receivable is unique and does not share similar characteristics to be pooled so they are evaluated on an individual basis. The Company records an allowance when, in management’s judgement, one is necessary fo r credit losses.
The Dekania Europe CDOs invest primarily in financial institution TruPS and insurance company subordinated debt denominated in Euros. DCM also manages the U.S. Insurance JV. 3. JVB is a wholly owned subsidiary of the Operating LLC.
The Dekania Europe CDOs invest primarily in financial institution TruPS and insurance company subordinated debt denominated in Euros. DCM also manages the U.S. Insurance JV. 3. Cohen Securities is a wholly owned subsidiary of the Operating LLC.
F- 75 Table of Contents 31 . RELATED PARTY TRANSACTIONS The Company has identified the following related party transactions for the years ended December 31, 2024 , 2023 , and 2022 .
F- 75 Table of Contents 31 . RELATED PARTY TRANSACTIONS The Company has identified the following related party transactions for the years ended December 31, 2025 , 2024 , and 2023 .
NET CAPITAL REQUIREMENTS JVB is subject to the net capital provision of Rule 15c3 - 1 under the Exchange Act, which requires the maintenance of minimum net capital, as defined therein. CCFESA, a subsidiary of the Company, is regulated by the ACPR in France.
NET CAPITAL REQUIREMENTS Cohen Securities is subject to the net capital provision of Rule 15c3 - 1 under the Exchange Act, which requires the maintenance of minimum net capital, as defined therein. CCFESA, a subsidiary of the Company, is regulated by the ACPR in France.
For derivative instruments, such as TBAs and other extended settlement trades, the fair value is generally based on market price quotations from third -party pricing services. F- 17 Table of Contents X. Investments in Special Purpose Acquisition Companies ("SPACs") Sponsor Entities The Company invested in the sponsor entities of SPACs.
For derivative instruments, such as TBAs and other extended settlement trades, the fair value is generally based on market price quotations from third -party pricing services. F- 17 Table of Contents W. Investments in Special Purpose Acquisition Companies ("SPACs") Sponsor Entities The Company invests in the sponsor entities of SPACs.
The Series E Preferred Stock effectively enables Daniel G. Cohen to exercise approximately 10.4% of the voting power of the Company’s total shares outstanding that were entitled to vote as of December 31, 2024 (in addition to the voting power he holds through his common share ownership and Series F Preferred Stock (defined below).
The Series E Preferred Stock effectively enables Daniel G. Cohen to exercise approximately 10.2% of the voting power of the Company’s total shares outstanding that were entitled to vote as of December 31, 2025 (in addition to the voting power he holds through his common share ownership and Series F Preferred Stock (defined below).
Other Comprehensive Income / (Loss) The Company reports the components of comprehensive income / (loss) within the consolidated statements of operations and comprehensive income / (loss). Comprehensive income / (loss) includes net income / (loss) from foreign translation adjustment. U.
Other Comprehensive Income / (Loss) The Company reports the components of comprehensive income / (loss) within the consolidated statements of operations and comprehensive income / (loss). Comprehensive income / (loss) includes net income / (loss) from foreign translation adjustment. T.
The offsetting long positions had income / (loss) of ( $20,919) and ( $83,707) for the twelve months ended December 31, 2024 and 2023, respectively. SFAs The Company has engaged in several transactions known as SFAs.
The offsetting long positions had income / (loss) of $0, ( $20,919), and ( $83,707) for the twelve months ended December 31, 2025 , 2024, and 2023, respectively. SFAs The Company had engaged in several transactions known as SFAs.
The shares of Series C Preferred Stock are not redeemable. There were no shares of Series C Preferred Stock issued and outstanding as of December 31, 2024 and 2023 .
The shares of Series C Preferred Stock are not redeemable. There were no shares of Series C Preferred Stock issued and outstanding as of December 31, 2025 and 2024 .
F- 53 Table of Contents Pursuant to the Rights Agreement, in the event that a person or entity becomes an Acquiring Person, each other holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company), having a value equal to two times the exercise price of the Right.
Pursuant to the Rights Agreement, in the event that a person or entity becomes an Acquiring Person, each other holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company), having a value equal to two times the exercise price of the Right.
Equity Securities : The fair value of equity securities that represent unrestricted investments in publicly traded companies (common or preferred shares, options, warrants, and other equity investments) are determined using the closing price of the security as of the reporting date.
Equity Securities : The fair value of equity securities that represent equity investments in publicly traded companies (common or preferred shares, options, warrants, and other equity investments) is determined using the closing price of the security as of the reporting date.
These investments differ from investments classified as trading securities sold, not yet purchased as they are either acquired for purposes of earning a return rather than supporting the Company’s trading or matched book operations or they are acquired as an economic hedge to investments classified as other investments, at fair value.
These investments differ from investments classified as trading securities sold, not yet purchased as they are either acquired for purposes of earning a return rather than supporting the Company’s trading or gestation repo operations or they are acquired as an economic hedge to investments classified as other investments, at fair value.
The Company recognized depreciation and amortization expense of $556, $563, and $557 for the years ended December 31, 2024 , 2023 , and 2022 , respectively, as a component of depreciation and amortization on the consolidated statements of operations, all of which represented depreciation of furniture, equipment, and leasehold improvements. F- 43 Table of Contents 17.
The Company recognized depreciation and amortization expense of $724, $556, and $563 for the years ended December 31, 2025 , 2024 , and 2023 , respectively, as a component of depreciation and amortization on the consolidated statements of operations, all of which represented depreciation of furniture, equipment, and leasehold improvements. F- 43 Table of Contents 17.
The Company specializes in a variety of products, including but not limited to: corporate bonds, asset backed securities (“ABS”), mortgage backed securities (“MBS”), residential mortgage backed securities (“RMBS”) , collateralized bond obligations (“CBOs”), co llateralized mortgage obligations (“CMOs”), municipal securities, to-be-announced securities (“TBAs”) and other forward agency MBS contracts, Small Business Administration (“SBA”) loans, U.S. government bonds, U.S. government agency securities, brokered deposits and certificates of deposit (“CDs”) for small banks, and hybrid capital of financial institutions including whole loans and other structured financial instruments.
The Company specializes in a variety of products, including but not limited to: corporate bonds and loans, special purpose acquisition corporation ("SPAC") equity, preferred equity, asset backed securities (“ABS”), mortgage backed securities (“MBS”), residential mortgage backed securities (“RMBS”) , collateralized bond obligations (“CBOs”), co llateralized mortgage obligations (“CMOs”), municipal securities, to-be-announced securities (“TBAs”) and other forward agency MBS contracts, Small Business Administration (“SBA”) loans, U.S. government bonds, U.S. government agency securities, brokered deposits and certificates of deposit (“CDs”) for small banks, and hybrid capital of financial institutions including whole loans and other structured financial instruments.
Cohen and the DGC Trust to exercise approximately 46.9% of the voting power of the Company’s total shares outstanding that were entitled to vote as of December 31, 2024 (in addition to the voting power held through his common share ownership and Series E Preferred Stock ownership).
Cohen and the DGC Trust to exercise approximately 46.0% of the voting power of the Company’s total shares outstanding that were entitled to vote as of December 31, 2025 (in addition to the voting power held through his common share ownership and Series E Preferred Stock ownership).

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Some aspects of the business that are subject to extensive regulation and/or examination by regulatory agencies, include: • sales methods, trading procedures and valuation practices; • investment decision making processes and compensation practices; • use and safekeeping of client funds and securities; • the manner in which we deal with clients; • the safeguarding of personally identifiable information; • capital requirements; • financial and reporting practices; • required record keeping and record retention procedures; • the licensing of employees; • the conduct of directors, officers, employees and affiliates; • systems and control requirements; • conflicts of interest including, but not limited to allocation of investment opportunities and targets for business combinations for SPACs; • restrictions on marketing, gifts and entertainment; and • client identification and anti-money laundering requirements. 28 Table of Contents The SEC, FINRA, ACPR, and various other domestic and international regulatory agencies also have stringent rules and regulations with respect to the maintenance of specific levels of net capital by broker-dealers.
Some aspects of the business that are subject to extensive regulation and/or examination by regulatory agencies, include: • sales methods, trading procedures and valuation practices; • investment decision making processes and compensation practices; • use and safekeeping of client funds and securities; • the manner in which we deal with clients; • the safeguarding of personally identifiable information; • capital requirements; • financial and reporting practices; • required record keeping and record retention procedures; • the licensing of employees; • the conduct of directors, officers, employees and affiliates; • systems and control requirements; • conflicts of interest including, but not limited to allocation of investment opportunities and targets for business combinations for SPACs; • restrictions on marketing, gifts and entertainment; and • client identification and anti-money laundering requirements. 29 Table of Contents The SEC, FINRA, ACPR, and various other domestic and international regulatory agencies also have stringent rules and regulations with respect to the maintenance of specific levels of net capital by broker-dealers.
We operate a matched gestation repo program. Gestation repo involves entering into repo and reverse repo transactions where the underlying collateral security represents a pool of newly issued mortgages. Our reverse repo counterparties are mortgage originators. This type of financing would only be of interest to mortgage originators.
We operate a gestation repo program. Gestation repo involves entering into repo and reverse repo transactions where the underlying collateral security represents a pool of newly issued mortgages. Our reverse repo counterparties are mortgage originators. This type of financing would only be of interest to mortgage originators.
We cannot assure you that we will be able to: • Expand our capabilities or systems effectively; • Successfully develop new products or services; • Allocate our human resources optimally; • Identify, hire or retain qualified employees or vendors; • Incorporate effectively the components of any business that we may acquire in our effort to achieve growth; • Sell businesses or assets at their fair market value; or • Effectively manage the costs associated with developing, growing, acquiring or exiting a business. 34 Table of Contents We may need to offer new investment strategies and products in order to continue to generate revenue.
We cannot assure you that we will be able to: • Expand our capabilities or systems effectively; • Successfully develop new products or services; • Allocate our human resources optimally; • Identify, hire or retain qualified employees or vendors; • Incorporate effectively the components of any business that we may acquire in our effort to achieve growth; • Sell businesses or assets at their fair market value; or • Effectively manage the costs associated with developing, growing, acquiring or exiting a business. 35 Table of Contents We may need to offer new investment strategies and products in order to continue to generate revenue.
In addition, the failure of a significant number of counterparties or a counterparty that holds a significant amount of derivatives exposure, or that has significant financial exposure to, or reliance on, the mortgage, asset-backed or related markets, could have a material adverse effect on the trading volume and liquidity in a particular market for which we provide brokerage services or on the broader financial markets. 21 Table of Contents We have policies and procedures to identify, monitor and manage these risks, through reporting and control procedures and by monitoring credit standards applicable to our clients.
In addition, the failure of a significant number of counterparties or a counterparty that holds a significant amount of derivatives exposure, or that has significant financial exposure to, or reliance on, the mortgage, asset-backed or related markets, could have a material adverse effect on the trading volume and liquidity in a particular market for which we provide brokerage services or on the broader financial markets. 22 Table of Contents We have policies and procedures to identify, monitor and manage these risks, through reporting and control procedures and by monitoring credit standards applicable to our clients.
We believe that competition for fund investors is based primarily on: • investment performance; • investor liquidity and willingness to invest; • investor perception of investment managers’ drive, focus and alignment of interest; • business reputation; • the quality of services provided to fund investors; • pricing; • fund terms (including fees); and • the relative attractiveness of the types of investments that have been or will be made. 24 Table of Contents We believe that competition for investment opportunities is based primarily on the pricing, terms and structure of a proposed investment and certainty of execution.
We believe that competition for fund investors is based primarily on: • investment performance; • investor liquidity and willingness to invest; • investor perception of investment managers’ drive, focus and alignment of interest; • business reputation; • the quality of services provided to fund investors; • pricing; • fund terms (including fees); and • the relative attractiveness of the types of investments that have been or will be made. 25 Table of Contents We believe that competition for investment opportunities is based primarily on the pricing, terms and structure of a proposed investment and certainty of execution.
Our primary sources of working capital and cash are expected to consist of: • revenue from operations, including net trading revenue, asset management revenue, new issue and advisory revenue, interest income and dividends from our investment portfolio and potential monetization of principal investments; • securities financing including repurchase agreements and margin loans; • interest income from temporary investments and cash equivalents; • sales of assets; and • proceeds from future borrowings or any offerings of our equity or debt securities.
Our primary sources of working capital and cash are expected to consist of: • revenue from operations, including net trading revenue, asset management revenue, investment banking and new issue revenue, interest income and dividends from our investment portfolio and potential monetization of principal investments; • securities financing including repurchase agreements and margin loans; • interest income from temporary investments and cash equivalents; • sales of assets; and • proceeds from future borrowings or any offerings of our equity or debt securities.
Substantial legal liability or significant regulatory or governmental action against us could materially adversely affect our business, financial condition or results of operations and cause significant reputational harm to us, which could seriously harm our business. 29 Table of Contents The competitive pressures we face as a result of operating in highly competitive markets could have a material adverse effect on our business, financial condition, liquidity and results of operations.
Substantial legal liability or significant regulatory or governmental action against us could materially adversely affect our business, financial condition or results of operations and cause significant reputational harm to us, which could seriously harm our business. 30 Table of Contents The competitive pressures we face as a result of operating in highly competitive markets could have a material adverse effect on our business, financial condition, liquidity and results of operations.
In addition, any principal gains and losses resulting from these positions could, from time to time, have a disproportionate positive or negative effect on our financial condition and results of operations for a particular reporting period. 22 Table of Contents Pricing and other competitive pressures may impair the revenues and profitability of our brokerage business.
In addition, any principal gains and losses resulting from these positions could, from time to time, have a disproportionate positive or negative effect on our financial condition and results of operations for a particular reporting period. 23 Table of Contents Pricing and other competitive pressures may impair the revenues and profitability of our brokerage business.
Additionally, others may use AI to increase the frequency and severity of cybersecurity attacks against us or our third-party service providers, which could adversely impact our business and results of operations. 26 Table of Contents Failure to protect client data or prevent breaches of our information systems could expose us to liability or reputational damage .
Additionally, others may use AI to increase the frequency and severity of cybersecurity attacks against us or our third-party service providers, which could adversely impact our business and results of operations. 27 Table of Contents Failure to protect client data or prevent breaches of our information systems could expose us to liability or reputational damage .
Daniel G. Cohen, our Executive Chairman, has significant ownership interests in the Operating LLC and competing duties to other entities (including Cohen Circle) that could create potential conflicts of interest and may result in decisions that are not in the best interests of other Cohen & Company Inc. stockholders. As of December 31, 2024, Daniel G.
Daniel G. Cohen, our Executive Chairman, has significant ownership interests in the Operating LLC and competing duties to other entities (including Cohen Circle) that could create potential conflicts of interest and may result in decisions that are not in the best interests of other Cohen & Company Inc. stockholders. As of December 31, 2025, Daniel G.
If we finance acquisitions by issuing equity securities or securities convertible into equity securities, our existing stockholders will also be diluted. 32 Table of Contents The issuance of the shares of Common Stock upon the redemption, if any, of the issued and outstanding LLC Units may cause substantial dilution to our existing stockholders and may cause the price of our Common Stock to decline.
If we finance acquisitions by issuing equity securities or securities convertible into equity securities, our existing stockholders will also be diluted. 33 Table of Contents The issuance of the shares of Common Stock upon the redemption, if any, of the issued and outstanding LLC Units may cause substantial dilution to our existing stockholders and may cause the price of our Common Stock to decline.
If our internal controls over financial reporting and disclosure controls and procedures are not effective, we may not be able to provide reliable financial information. Because we are a smaller reporting company, we are not required to obtain, nor have we voluntarily obtained, an auditor attestation regarding the effectiveness of our controls as of December 31, 2024.
If our internal controls over financial reporting and disclosure controls and procedures are not effective, we may not be able to provide reliable financial information. Because we are a smaller reporting company, we are not required to obtain, nor have we voluntarily obtained, an auditor attestation regarding the effectiveness of our controls as of December 31, 2025.
Changes in accounting interpretations or assumptions could materially impact our financial statements. 27 Table of Contents We may change our investment strategy, hedging strategy, asset allocation and operational policies without our stockholders’ consent, which may result in riskier investments and adversely affect the market value of our Common Stock.
Changes in accounting interpretations or assumptions could materially impact our financial statements. 28 Table of Contents We may change our investment strategy, hedging strategy, asset allocation and operational policies without our stockholders’ consent, which may result in riskier investments and adversely affect the market value of our Common Stock.
Therefore, as of December 31, 2024, we have only performed management’s assessment of the effectiveness of our internal controls and management has determined that our internal controls are effective as of December 31, 2024. Any failure to maintain effective controls in the future could adversely affect our business or cause us to fail to meet our reporting obligations.
Therefore, as of December 31, 2025, we have only performed management’s assessment of the effectiveness of our internal controls and management has determined that our internal controls are effective as of December 31, 2025. Any failure to maintain effective controls in the future could adversely affect our business or cause us to fail to meet our reporting obligations.
Such limitations could have a material adverse effect on our business and operations. As of December 31, 2024, we are in compliance with and meet the Section 3(a)(1)(C) exclusion. The soundness of other financial institutions and intermediaries affects us .
Such limitations could have a material adverse effect on our business and operations. As of December 31, 2025, we are in compliance with and meet the Section 3(a)(1)(C) exclusion. The soundness of other financial institutions and intermediaries affects us .
Unfavorable market conditions may also lead to a reduction in revenues from our new issue and advisory revenues, including from underwriting and placement activities. Our CCM revenue, in the form of advisory services and underwriting, is directly related to general economic conditions and corresponding financial market activity.
Unfavorable market conditions may also lead to a reduction in revenues from our investment banking and new issue revenues, including from underwriting and placement activities. Our CCM revenue, in the form of advisory services and underwriting, is directly related to general economic conditions and corresponding financial market activity.
Cohen may be deemed to be the beneficial owner of additional shares of our Common Stock representing 3.9%, which is owned by EBC 2013 Family Trust (“EBC”) as the result of Mr. Cohen’s position as trustee of the trust and as a result of the fact that Mr.
Cohen may be deemed to be the beneficial owner of additional shares of our Common Stock representing 3.8%, which is owned by EBC 2013 Family Trust (“EBC”) as the result of Mr. Cohen’s position as trustee of the trust and as a result of the fact that Mr.
Cohen as a shareholder of the Company could approve or reject actions based on his own interests as a stockholder that may or may not be in the best interests of the other the Company’s stockholders. 31 Table of Contents We are controlled by Daniel G.
Cohen as a shareholder of the Company could approve or reject actions based on his own interests as a stockholder that may or may not be in the best interests of the other the Company’s stockholders. 32 Table of Contents We are controlled by Daniel G.
If we are unable to manage any of these risks effectively, our results of operations and cash flows could be materially and adversely affected. 23 Table of Contents The historical returns of our funds and managed accounts may not be indicative of the future results of our funds and managed accounts.
If we are unable to manage any of these risks effectively, our results of operations and cash flows could be materially and adversely affected. 24 Table of Contents The historical returns of our funds and managed accounts may not be indicative of the future results of our funds and managed accounts.
Cohen, at any time, could become the owner of the membership interests in the Operating LLC currently held by the DGC Trust and, in turn, an additional 20.7% of the voting power of the Company. As a result of Mr. Cohen’s voting control of the Company, Mr.
Cohen, at any time, could become the owner of the membership interests in the Operating LLC currently held by the DGC Trust and, in turn, an additional 20.3% of the voting power of the Company. As a result of Mr. Cohen’s voting control of the Company, Mr.
A termination of any of these relationships could have a material adverse effect on our financial condition and results of operations. If we fail to maintain effective internal control over financial reporting and disclosure controls and procedures in the future, we may not be able to accurately report our financial results, which could have an adverse effect on our business.
A termination of any of these relationships could have a material adverse effect on our financial condition and results of operations. 36 Table of Contents If we fail to maintain effective internal control over financial reporting and disclosure controls and procedures in the future, we may not be able to accurately report our financial results, which could have an adverse effect on our business.
In addition, our management contracts may be terminated for various reasons. 25 Table of Contents Any agreement to indemnify a SPAC against certain claims could negatively affect our financial results.
In addition, our management contracts may be terminated for various reasons. 26 Table of Contents Any agreement to indemnify a SPAC against certain claims could negatively affect our financial results.
As of December 31, 2024, we have a substantial amount of debt with variable interest rates. We may experience material increases in our interest expense as a result of increases in general interest rate levels.
As of December 31, 2025, we have a substantial amount of debt with variable interest rates. We may experience material increases in our interest expense as a result of increases in general interest rate levels.
Although we may hedge our foreign currency risk, we may not be able to do so successfully and may incur losses that could adversely affect our financial condition or results of operations. The securities settlement process exposes us to risks that may adversely affect our business, financial condition and results of operations.
Although we may hedge our foreign currency risk, we may not be able to do so successfully and may incur losses that could adversely affect our financial condition or results of operations. 21 Table of Contents The securities settlement process exposes us to risks that may adversely affect our business, financial condition and results of operations.
In addition, the delisting of our Common Stock could significantly impair our ability to raise capital. 35 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS. None.
In addition, the delisting of our Common Stock could significantly impair our ability to raise capital. 37 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS. None.
Risks Related to Our Business and Our Industry : ● Difficult market conditions have adversely affected our business and may continue to do so. ● Economic slowdown, market volatility, a recession and increasing interest rates may impair investments and operating results. ● We may experience write downs of financial instruments and other losses due to the volatile and illiquid market conditions. ● We have incurred losses for certain periods covered by this report and in the recent past and may incur losses in the future. ● Continued difficulties in our Capital Markets segment due to intense competition has resulted in significant strain on our administrative, operational and financial resources and these difficulties may continue in the future. ● Our gestation repo business serves a narrow market and is likely subject to highly volatile demand. ● Our mortgage group’s revenue is highly dependent on the U.S. housing market, generally. ● Our Capital Markets segment depends significantly on a limited group of customers. ● Underwriting activities expose us to risk. ● Failure to retain senior management and qualified personnel may result in our not being able to execute our business strategy. ● Payment of severance could strain our cash flow. ● If additional cash is not available, our business and financial performance will be significantly harmed. ● Failure to obtain or maintain adequate capital and funding would adversely affect the growth and results of our operations. ● The lack of liquidity in certain investments may adversely affect our business, financial condition and results of operations. ● Our investments in the equity interests of SPACs and SPAC Sponsor Entities may expose us to increased risks and liabilities. ● Our investments in SPAC Sponsor Entities are highly speculative, subject to total loss, and completely illiquid prior to business combination. ● Our investments in post-business combination SPACs are carried at fair value but subject to sale restrictions which could result in significant losses to our business. ● Our failure to deal appropriately with actual, potential, or perceived conflicts of interest could damage our reputation and materially adversely affect our business. ● Our strategic relationship with Cohen Circle, LLC ("Cohen Circle"), formerly Fintech Masala, LLC could result in conflicts of interest and termination of such relationship could result in losses to our businesses. ● If we are unable to manage the risks of international operations effectively, our business could be adversely affected. ● The securities settlement process exposes us to risks that may adversely affect our business. ● We are exposed to the risk that third parties that are indebted to us will not perform their obligations. ● We are exposed to various risks related to margin requirements under repurchase agreements and securities financing arrangements and are highly dependent on our clearing relationships. ● We have market risk exposure from unmatched principal transactions entered into by our brokerage desks. ● Pricing and other competitive pressures may impair the revenues and profitability of our brokerage business. ● Increase in capital commitments in our trading business increases the potential for significant losses. ● Our principal trading and investments expose us to risk of loss. ● Our principal investments are subject to various risks and expose us to a significant risk of capital loss. ● Historical returns of our funds and managed accounts may not be indicative of their future results. ● There is increasing regulatory supervision of alternative asset management companies. ● Asset management clients generally may redeem their investments, which could reduce our asset management fee revenues. ● The investment management business is intensely competitive, which could have a material adverse impact on our business. ● Poor performance of our investment funds’ and separately managed accounts’ investments could result in a decline in our asset management revenue and earnings and investors terminating our management agreements. ● Any agreement to indemnify a SPAC against certain claims could negatively affect our financial results. ● We may make future loans to SPACs which may not be repaid. ● Our management may allocate some portion of their time to the business of the SPAC, which may create conflicts of interest. ● If our risk management systems for our businesses are ineffective, we may be exposed to material unanticipated losses. ● Failures in our information and communications systems could significantly disrupt our business. ● We may not be able to keep pace with continuing changes in technology. ● The development and use of artificial intelligence presents risks and challenges that could adversely impact our business, financial condition, and results of operations. ● Failure to protect client data or prevent breaches of our information systems could expose us to liability/reputational damage. ● We are largely dependent on Pershing LLC to provide clearing services and margin financing. ● Our substantial level of indebtedness could adversely affect our financial health and ability to compete. ● Changes in accounting interpretations or assumptions could adversely impact our financial statements. ● Any change of our investment strategy, hedging strategy, asset allocation and operational policies may result in riskier investments and adversely affect the market value of our Common Stock. ● Maintenance of our Investment Company Act exemption imposes limits on our operations. ● The soundness of other financial institutions and intermediaries affects us. 15 Table of Contents ● We operate in a highly regulated industry and may face increasing restrictions on, and examination of, the conduct of our operations. ● Substantial legal liability or significant regulatory action could materially affect our business. ● Highly competitive markets could have a material effect on our business. ● Employee misconduct or error could harm our business. ● We receive financial instruments instead of cash as consideration for some of our services, which may be illiquid, and the price we ultimately realize may be materially lower than current fair value. ● SFA transactions may obligate us to make payments on certain payments upon or subsequent to maturity which may adversely impact our liquidity.
These difficulties may continue in the future. ● Our gestation repo business serves a narrow market and is likely subject to highly volatile demand. ● Our mortgage group’s revenue is highly dependent on the U.S. housing market, generally. ● Our Capital Markets segment depends significantly on a limited group of customers. ● Underwriting activities expose us to risk. ● Failure to retain senior management and qualified personnel may result in our not being able to execute our business strategy. ● Payment of severance could strain our cash flow. ● If additional cash is not available, our business and financial performance will be significantly harmed. ● Failure to obtain or maintain adequate capital and funding would adversely affect the growth and results of our operations. ● The lack of liquidity in certain investments may adversely affect our business, financial condition and results of operations. ● Our investments in the equity interests of SPACs and SPAC Sponsor Entities may expose us to increased risks and liabilities. ● Our investments in SPAC Sponsor Entities are highly speculative, subject to total loss, and completely illiquid prior to business combination. ● Our investments in post-business combination SPACs are carried at fair value but subject to sale restrictions which could result in significant losses to our business. ● Our increasing involvement in digital-asset-related capital market transactions exposes us to significant market, regulatory, operational, and reputational risks. ● Our failure to deal appropriately with actual, potential, or perceived conflicts of interest could damage our reputation and materially adversely affect our business. ● Our strategic relationship with Cohen Circle, LLC ("Cohen Circle"), formerly Fintech Masala, LLC could result in conflicts of interest and termination of such relationship could result in losses to our businesses. ● If we are unable to manage the risks of international operations effectively, our business could be adversely affected. ● The securities settlement process exposes us to risks that may adversely affect our business. ● We are exposed to the risk that third parties that are indebted to us will not perform their obligations. ● We are exposed to various risks related to margin requirements under repurchase agreements and securities financing arrangements and are highly dependent on our clearing relationships. ● We have market risk exposure from unmatched principal transactions entered into by our brokerage desks. ● Pricing and other competitive pressures may impair the revenues and profitability of our brokerage business. ● Increase in capital commitments in our trading business increases the potential for significant losses. ● Our principal trading and investments expose us to risk of loss. ● Our principal investments are subject to various risks and expose us to a significant risk of capital loss. ● Historical returns of our funds and managed accounts may not be indicative of their future results. ● There is increasing regulatory supervision of alternative asset management companies. ● Asset management clients generally may redeem their investments, which could reduce our asset management fee revenues. ● The investment management business is intensely competitive, which could have a material adverse impact on our business. ● Poor performance of our investment funds’ and separately managed accounts’ investments could result in a decline in our asset management revenue and earnings and investors terminating our management agreements. ● Any agreement to indemnify a SPAC against certain claims could negatively affect our financial results. ● We may make future loans to SPACs which may not be repaid. ● Our management may allocate some portion of their time to the business of the SPAC, which may create conflicts of interest. ● If our risk management systems for our businesses are ineffective, we may be exposed to material unanticipated losses. ● Failures in our information and communications systems could significantly disrupt our business. ● We may not be able to keep pace with continuing changes in technology. ● The development and use of artificial intelligence presents risks and challenges that could adversely impact our business, financial condition, and results of operations. ● Failure to protect client data or prevent breaches of our information systems could expose us to liability/reputational damage. ● We are largely dependent on Pershing LLC to provide clearing services and margin financing. ● Our substantial level of indebtedness could adversely affect our financial health and ability to compete. ● Changes in accounting interpretations or assumptions could adversely impact our financial statements. ● Any change of our investment strategy, hedging strategy, asset allocation and operational policies may result in riskier investments and adversely affect the market value of our Common Stock. ● Maintenance of our Investment Company Act exemption imposes limits on our operations. 15 Table of Contents ● The soundness of other financial institutions and intermediaries affects us. ● We operate in a highly regulated industry and may face increasing restrictions on, and examination of, the conduct of our operations. ● Substantial legal liability or significant regulatory action could materially affect our business. ● Highly competitive markets could have a material effect on our business. ● Employee misconduct or error could harm our business. ● We receive financial instruments instead of cash as consideration for some of our services, which may be illiquid, and the price we ultimately realize may be materially lower than current fair value. ● SFA transactions may obligate us to make payments on certain payments upon or subsequent to maturity which may adversely impact our liquidity.
Certain subsidiaries of the Operating LLC have restrictions on the withdrawal of capital and otherwise in making distributions and loans. JVB is subject to net capital restrictions imposed by the SEC and FINRA, which require certain minimum levels of net capital to remain in JVB.
Certain subsidiaries of the Operating LLC have restrictions on the withdrawal of capital and otherwise in making distributions and loans. Cohen Securities is subject to net capital restrictions imposed by the SEC and FINRA, which require certain minimum levels of net capital to remain in Cohen Securities.
Cohen currently owns approximately 40.1% of the voting power of the Company as a result of his ownership of our outstanding Common Stock, Series E Preferred Stock and Series F Preferred Stock. Further, the DGC Family Fintech Trust (the “DGC Trust”), a trust formed by Mr. Cohen, owns 9,880,268 shares of our Series F Preferred Stock.
Cohen currently owns approximately 38.7% of the voting power of the Company as a result of his ownership of our outstanding Common Stock, Series E Preferred Stock and Series F Preferred Stock. Further, the DGC Family Fintech Trust (the “DGC Trust”), a trust formed by Mr. Cohen, owns 9,880,268 shares of our Series F Preferred Stock.
As of December 31, 2024, we had $35.3 million in other investments, at fair value. We may use our capital, including on a leveraged basis, for principal investments in both private and public company securities that may be illiquid and volatile.
As of December 31, 2025, we had $57.3 million in other investments, at fair value. We may use our capital, including on a leveraged basis, for principal investments in both private and public company securities that may be illiquid and volatile.
In addition, as of December 31, 2024 the DGC Trust owns 20,225,095 or 32.9% units of the membership interests in the Operating LLC. The DGC Trust was formed by Daniel G. Cohen. Although Daniel G.
In addition, as of December 31, 2025 the DGC Trust owns 20,225,095 or 32.6% units of the membership interests in the Operating LLC. The DGC Trust was formed by Daniel G. Cohen. Although Daniel G.
We may not be able to generate sufficient taxable income to fully realize our deferred tax asset, which would also have to be reduced if U.S. federal income tax rates are lowered. As of December 31, 2024, we have recorded a deferred tax asset of $2.3 million.
We may not be able to generate sufficient taxable income to fully realize our deferred tax asset, which would also have to be reduced if U.S. federal income tax rates are lowered. As of December 31, 2025, we have recorded a deferred tax asset of $4.1 million.
We have incurred losses for certain periods covered by this report and in the recent past and may incur losses in the future. Although the Company recorded net income of $8.2 and $10.4 million for the years ended December 31, 2024 and 2023, respectively we may incur losses in future periods.
We have incurred losses for certain periods covered by this report and in the recent past and may incur losses in the future. Although the Company recorded net income of $40.1 and $8.2 million for the years ended December 31, 2025 and 2024, respectively we may incur losses in future periods.
If our revenue does not increase sufficiently, or even if our revenue does increase but we are unable to manage our expenses, we will not achieve and maintain profitability in future periods. 17 Table of Contents We have experienced difficulties in our Capital Markets segment over the past several years due to intense competition in our industry, which has resulted in significant strain on our administrative, operational and financial resources.
If our revenue does not increase sufficiently, or even if our revenue does increase but we are unable to manage our expenses, we will not achieve and maintain profitability in future periods. 17 Table of Contents We have experienced intense competition in our Capital Markets segment, which has resulted in significant strain on our administrative, operational and financial resources.
Global economic conditions and global financial markets remain vulnerable to the potential risks posed by certain events, which could include, among other things, level and volatility of interest rates, economic growth or its sustainability, unforeseen changes to gross domestic product, inflation, fluctuations or other changes in both debt and equity capital markets and currencies, political and financial uncertainty in the United States and the European Union, ongoing concern about Asia’s economies, global supply disruptions, complications involving terrorism and armed conflicts around the world (including the conflict between Russia and Ukraine and in Israel and the surrounding areas), or other challenges to global trade or travel, such as those that have occurred due to the COVID-19 pandemic.
Global economic conditions and global financial markets remain vulnerable to the potential risks posed by certain events, which could include, among other things, level and volatility of interest rates, economic growth or its sustainability, unforeseen changes to gross domestic product, inflation, fluctuations or other changes in both debt and equity capital markets and currencies, political and financial uncertainty in the United States and the European Union, ongoing concern about Asia’s economies, global supply disruptions, complications involving terrorism and armed conflicts around the world (including the conflict between Russia and Ukraine), or other challenges to global trade or travel.
Cohen and/or his affiliates cease to beneficially own a majority of the voting securities of the Company. See notes 21 and 31. Additionally, as of December 31, 2024, Daniel G. Cohen directly owns 4.1% of our Common Stock. Further, as of such date, Mr.
Cohen and/or his affiliates cease to beneficially own a majority of the voting securities of the Company. See notes 21 and 31. Additionally, as of December 31, 2025, Daniel G. Cohen owns 2.5% of our Common Stock. Further, as of such date, Mr.
As of December 31, 2024, of the Company’s $23.4 million balance of investment in equity method affiliates, $17.8 million represents direct or indirect investments in SPAC sponsor entities. These investments are subject to transfer restrictions (as described in greater detail below), are completely illiquid and could be worthless if the underlying sponsor entities liquidate without completing a business combination.
As of December 31, 2025, of the Company’s $6.7 million balance of investment in equity method affiliates, $0.9 million represents direct or indirect investments in SPAC sponsor entities. These investments are subject to transfer restrictions (as described in greater detail below), are completely illiquid and could be worthless if the underlying sponsor entities liquidate without completing a business combination.
Our business, financial condition and results of operations may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflicts in Ukraine, Israel, or any other geopolitical tensions. ● Climate change concerns and incidents could disrupt our business, adversely affect the profitability of certain of our investments, adversely affect customer activity levels, adversely affect the creditworthiness of our counterparties, and damage our reputation. ● If we fail to control our costs effectively, our business could be disrupted and adversely affected. ● We may need to offer new investment strategies and products in order to continue to generate revenue. ● Our failure to deal appropriately with conflicts of interest could damage our reputation and adversely affect our business. ● Insurance may be inadequate to cover risks facing the Company. ● We depend on third-party software licenses and the loss of key licenses could adversely affect our brokerage services. ● Failure to maintain effective internal control over financial reporting and disclosure controls could harm our business. ● The market price of our Common Stock may be volatile and may be affected by market conditions beyond our control. ● Our Common Stock may be delisted, which may have a material adverse effect on the liquidity and our Common Stock value. 16 Table of Contents Risks Related to Our Business and Our Industry Difficult market conditions have adversely affected our business in many ways and may continue to adversely affect our business in a manner which could materially reduce our revenues.
Risks Related to General and Global Factors : ● Climate change concerns and incidents could disrupt our business, adversely affect the profitability of certain of our investments, adversely affect customer activity levels, adversely affect the creditworthiness of our counterparties, and damage our reputation. ● Cybersecurity incidents, data breaches, or operational failures could disrupt our business, compromise sensitive information, and adversely affect our financial condition and results of operations ● If we fail to control our costs effectively, our business could be disrupted and adversely affected. ● We may need to offer new investment strategies and products in order to continue to generate revenue. ● We may enter into new lines of business which may result in additional risks and uncertainties in our business ● Our failure to deal appropriately with conflicts of interest could damage our reputation and adversely affect our business. ● Insurance may be inadequate to cover risks facing the Company. ● We depend on third-party software licenses and the loss of key licenses could adversely affect our brokerage services. ● Failure to maintain effective internal control over financial reporting and disclosure controls could harm our business. ● The market price of our Common Stock may be volatile and may be affected by market conditions beyond our control. ● Our Common Stock may be delisted, which may have a material adverse effect on the liquidity and our Common Stock value. 16 Table of Contents Risks Related to Our Business and Our Industry Difficult market conditions have adversely affected our business in many ways and may continue to adversely affect our business in a manner which could materially reduce our revenues.
In 2024, numerous elections were held globally, including the recent U.S. presidential election. The outcomes of the elections are expected to result in changes in policy, which could also have adverse effects on us or the business environment in which we operate more generally.
In 2025, numerous elections were held globally. The outcomes of the elections are expected to result in changes in policy, which could also have adverse effects on us or the business environment in which we operate more generally.
There are 61,443,567 units of membership interests in the Operating LLC issued and outstanding, of which 22,975,501 units of membership interests in the Operating LLC are beneficially owned by Daniel G. Cohen. and 20,225,095 LLC Units are held by the DGC Family Fintech Trust of which Daniel G. Cohen is a beneficial owner.
There are 62,050,775 units of membership interests in the Operating LLC issued and outstanding, of which 22,725,822 units of membership interests in the Operating LLC are beneficially owned by Daniel G. Cohen. and 20,225,095 LLC Units are held by the DGC Family Fintech Trust of which Daniel G. Cohen is a beneficial owner.
These statutory, charter and bylaw provisions include the following: • the MGCL generally requires the affirmative vote of two-thirds of all votes entitled to be cast on the matter to approve a merger, consolidation, or share exchange involving us or the transfer of all or substantially all of our assets; • our board of directors has the power to classify and reclassify authorized and unissued shares of our Common Stock or preferred stock and, subject to certain restrictions in the Operating LLC Agreement, authorize the issuance of a class or series of Common Stock or preferred stock without stockholder approval; • our charter may be amended only if the amendment is declared advisable by our board of directors and approved by the affirmative vote of the holders of our Common Stock entitled to cast at least two-thirds of all of the votes entitled to be cast on the matter; • a director may be removed from office at any time with or without cause by the affirmative vote of the holders of our Common Stock entitled to cast at least two-thirds of the votes of the stock entitled to be cast in the election of directors; • an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders and nominations of persons for election to our board of directors at an annual or special meeting of our stockholders; • no stockholder is entitled to cumulate votes at any election of directors; and • our stockholders may take action in lieu of a meeting with respect to any actions that are required or permitted to be taken by our stockholders at any annual or special meeting of stockholders only by unanimous consent. 33 Table of Contents Risks Related to General and Global Factors We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflict between Russia and Ukraine.
These statutory, charter and bylaw provisions include the following: • the MGCL generally requires the affirmative vote of two-thirds of all votes entitled to be cast on the matter to approve a merger, consolidation, or share exchange involving us or the transfer of all or substantially all of our assets; • our board of directors has the power to classify and reclassify authorized and unissued shares of our Common Stock or preferred stock and, subject to certain restrictions in the Operating LLC Agreement, authorize the issuance of a class or series of Common Stock or preferred stock without stockholder approval; • our charter may be amended only if the amendment is declared advisable by our board of directors and approved by the affirmative vote of the holders of our Common Stock entitled to cast at least two-thirds of all of the votes entitled to be cast on the matter; • a director may be removed from office at any time with or without cause by the affirmative vote of the holders of our Common Stock entitled to cast at least two-thirds of the votes of the stock entitled to be cast in the election of directors; • an advance notice procedure for stockholder proposals to be brought before an annual meeting of our stockholders and nominations of persons for election to our board of directors at an annual or special meeting of our stockholders; • no stockholder is entitled to cumulate votes at any election of directors; and • our stockholders may take action in lieu of a meeting with respect to any actions that are required or permitted to be taken by our stockholders at any annual or special meeting of stockholders only by unanimous consent. 34 Table of Contents Risks Related to General and Global Factors Climate change concerns and incidents could disrupt our business, adversely affect the profitability of certain of our investments, adversely affect customer activity levels, adversely affect the creditworthiness of our counterparties, and damage our reputation.
Cohen, our Executive Chairman, individually and through an entity he wholly owns, Cohen Bros. Financial, LLC (“CBF”), owns 22,975,501 units of membership interests (including both unrestricted and restricted units), or 37.4% of the membership interests in the Operating LLC.
Cohen, our Executive Chairman, individually and through an entity he wholly owns, Cohen Bros. Financial, LLC (“CBF”), owns 27,725,822 units of membership interests (including both unrestricted and restricted units), or 36.6% of the membership interests in the Operating LLC.
At December 31, 2024, we had 404,791 shares of restricted stock outstanding to employees and directors of the Company and there were 385,400 shares available for future awards under our equity compensation plans. The Operating LLC also has issued 4,465,998 units that are restricted.
At December 31, 2025, we had 380,008 shares of restricted stock outstanding to employees and directors of the Company and there were 818,002 shares available for future awards under our equity compensation plans. The Operating LLC also has issued 3,266,002 units that are restricted.
Our broker-dealer relies on Pershing LLC to provide clearing services, as well as other operational and support functions that cannot be provided for internally. In addition, currently all of our margin financing is obtained from Pershing LLC. As of December 31, 2024, our total margin loan payable to Pershing LLC is $66.7 million.
Our broker-dealer relies on Pershing LLC to provide clearing services, as well as other operational and support functions that cannot be provided for internally. In addition, currently all of our margin financing is obtained from Pershing LLC. As of December 31, 2025, we had no margin payable, but we routinely borrowed on it throughout the year.
Since the disruptions in the global financial markets, we have had difficulty expanding our offerings which has inhibited our growth and harmed our competitive position in the asset management industry, and this may continue in the future. Our failure to deal appropriately with conflicts of interest could damage our reputation and adversely affect our business.
Since the disruptions in the global financial markets, we have had difficulty expanding our offerings which has inhibited our growth and harmed our competitive position in the asset management industry, and this may continue in the future.
If these securities do not trade at the applicable per share price levels for the requisite periods of time and, in turn, the transfer restrictions thereon are never lifted, we could suffer significant losses and these securities could be rendered illiquid and even worthless, which could result in significant harm to our business and results of operations.
If these securities do not trade at the applicable per share price levels for the requisite periods of time and, in turn, the transfer restrictions thereon are never lifted, we could suffer significant losses and these securities could be rendered illiquid and even worthless, which could result in significant harm to our business and results of operations. 20 Table of Contents In addition, certain of our employees also provide consulting and other SPAC-related services to Cohen Circle pursuant to contractual arrangements with the SPACs of which Cohen Circle is a sponsor.
In addition, our failure to satisfy the financial covenants in our debt agreements could result in a default and acceleration of repayment of the indebtedness thereunder. Our balance sheet includes approximately $57.8 million par value of recourse indebtedness. Our indebtedness could have important consequences to our stockholders.
Our substantial level of indebtedness could adversely affect our financial health and ability to compete. In addition, our failure to satisfy the financial covenants in our debt agreements could result in a default and acceleration of repayment of the indebtedness thereunder. Our balance sheet includes approximately $55.2 million par value of recourse indebtedness.
As part of our CCM business, we sometimes act as an underwriter in public offerings and other distributions of securities or as a financial advisor in connection with a capital raise.
Underwriting activities expose us to risks. As part of our CCM business, we sometimes act as an underwriter in public offerings and other distributions of securities or as a financial advisor in connection with a capital raise, or as placement agent undertaking certain additional liability in connection with registered direct securities offerings.
All of the foregoing could result in lost opportunities for our SPAC franchise, which could have negative impacts on our SPAC franchise and business as a whole. If we are unable to manage the risks of international operations effectively, our business could be adversely affected.
All of the foregoing could result in lost opportunities for our SPAC franchise, which could have negative impacts on our SPAC franchise and business as a whole.
The loss of or a significant reduction in demand for our services from any of these customers could have a material adverse effect on our business, financial condition and operating results. Underwriting activities expose us to risks.
None of our customers are obligated contractually to use our services. Accordingly, these customers may direct their activities to other firms at any time. The loss of or a significant reduction in demand for our services from any of these customers could have a material adverse effect on our business, financial condition and operating results.
If our relationship with Pershing LLC is terminated, there can be no assurance that the functions and margin loan financing previously provided could be replaced on comparable economic terms. Our substantial level of indebtedness could adversely affect our financial health and ability to compete.
If our relationship with Pershing LLC is terminated, there can be no assurance that the functions and margin loan financing previously provided could be replaced on comparable economic terms. An inability to access capital readily or on terms favorable to us could impair our ability to fund operations and could jeopardize our financial condition and results of operations.
As of December 31, 2024, out of the $35.3 million reported as other investments, at fair value, $10.6 million represented restricted shares of post-business combination SPACs that were subject to transfer restrictions and could not be sold and $12.9 million related to interest in SPVs and other receivables, which have no ready market.
As of December 31, 2025, out of the $57.3 million reported as other investments, at fair value, $20.0 million represented placement units and warrants which are equity interests in SPACs that do not have redemption rights and therefore become worthless if the SPAC does not complete a business combination, $13.9 million in restricted shares of post-business combination SPACs that were subject to transfer restrictions and could not be sold and $2.7 million related to interest in SPVs and notes receivables, which have no ready market.
If we and our directors, officers and employees fail to comply with the rules and regulations of these government agencies, we and they may be subject to claims or actions by such agencies. Substantial legal liability or significant regulatory action could have material adverse financial effects or cause significant reputational harm, either of which could seriously harm our business.
If we and our directors, officers and employees fail to comply with the rules and regulations of these government agencies, we and they may be subject to claims or actions by such agencies.
Further, the associated litigation process can place operational strain on our business. 18 Table of Contents If we do not retain our senior management and continue to attract and retain qualified personnel, we may not be able to execute our business strategy. The members of our senior management team have extensive experience in the financial services industry.
Further, the associated litigation process can place operational strain on our business. 18 Table of Contents Our future growth will depend on, among other things, our ability to successfully identify, recruit, develop, and retain talent and will require us to commit additional resources, and if we do not retain our senior management and continue to attract and retain qualified personnel, we may not be able to execute our business strategy.
The mortgage group primarily earns revenue by providing hedging execution, securities financing, and trade execution services to mortgage originators and other investors in mortgage backed securities. Therefore, this group’s revenue is highly dependent on the volume of mortgage originations in the U.S.
Therefore, demand for gestation repo financing is narrow and volumes will therefore be more volatile. Mortgage and U.S. Housing Market-Related Risks The mortgage group primarily earns revenue by providing hedging execution, securities financing, and trade execution services to mortgage originators and other investors in mortgage backed securities.
We may need to incur additional indebtedness to finance these payments to the extent our cash resources are insufficient to meet our obligations under the SFAs as a result of timing discrepancies or otherwise, and these obligations could negatively effect our business, financial condition, and results of operations. 30 Table of Contents Risks Related to Our Organizational Structure and Ownership of Our Common Stock We could repurchase shares of our Common Stock at price levels considered excessive, the amount of our Common Stock we repurchase may decrease from historical levels, or we may not repurchase any additional shares of our Common Stock in the future.
Any of these factors could cause a decline in the value of financial instruments which we hold. 31 Table of Contents Risks Related to Our Organizational Structure and Ownership of Our Common Stock We could repurchase shares of our Common Stock at price levels considered excessive, the amount of our Common Stock we repurchase may decrease from historical levels, or we may not repurchase any additional shares of our Common Stock in the future.
We have no control over these external factors and there is no effective way for us to hedge against these risks. Our mortgage group’s volumes and profitability will be highly impacted by these external factors. Our Capital Markets segment depends significantly on a limited group of customers.
Our mortgage group’s volumes and profitability will be highly impacted by these external factors. Our Capital Markets segment depends significantly on a limited group of customers. From time to time, based on market conditions, a small number of our customers may account for a significant portion of the revenues earned in our Capital Markets segment.
Origination activity is highly sensitive to interest rates, the U.S. job market, housing starts, sale activity of existing housing stock, as well as the general health of the U.S. economy. In addition, any new regulation that impacts U.S. government agency mortgage backed security issuance activity, residential mortgage underwriting standards, or otherwise impacts mortgage originators will impact our business.
Therefore, this group’s revenue is highly dependent on the volume of mortgage originations in the U.S. Origination activity is highly sensitive to interest rates, the U.S. job market, housing starts, sale activity of existing housing stock, as well as the general health of the U.S. economy.
Removed
Risks Related to General and Global Factors : ● We are currently operating in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability due to the ongoing military conflicts in Ukraine and in Israel and the surrounding areas.
Added
Risks Related to Our Business and Our Industry : ● Difficult market conditions have adversely affected our business and may continue to do so. ● Economic slowdown, market volatility, a recession and increasing interest rates may impair investments and operating results. ● We may experience write downs of financial instruments and other losses due to the volatile and illiquid market conditions. ● We have incurred losses for certain periods covered by this report and in the recent past and may incur losses in the future. ● We have experienced intense competition in our Capital Markets segment, which has resulted in significant strain on our administrative, operational and financial resources.
Removed
Therefore, demand for gestation repo financing is narrow and volumes will therefore be more volatile. Mortgage and U.S. Housing Market-Related Risks In recent years, our mortgage group has become an increasingly important component of our Capital Markets segment and the Company overall.
Added
In addition, any new regulation that impacts U.S. government agency mortgage backed security issuance activity, residential mortgage underwriting standards, or otherwise impacts mortgage originators will impact our business. We have no control over these external factors and there is no effective way for us to hedge against these risks.
Removed
From time to time, based on market conditions, a small number of our customers may account for a significant portion of the revenues earned in our Capital Markets segment. None of our customers are obligated contractually to use our services. Accordingly, these customers may direct their activities to other firms at any time.
Added
We have experienced significant growth in our Capital Markets segment over the past several years, which may be difficult to sustain at the same rate. Our business objectives are dependent, in part, on our ability to further grow our business to gain benefits related to scale.
Removed
Our strategic relationship with Cohen Circle, LLC (“Cohen Circle”) could terminate, which could adversely affect the growth and viability of our SPAC franchise, which, in turn would negatively affect our results of our operations, and our strategic relationship with Cohen Circle could also result in conflicts of interest which could negatively affect our SPAC franchise and our business.
Added
In addition, our business involves the delivery of professional services and is largely dependent on the talents and efforts of highly skilled individuals. Accordingly, our future growth will depend on, among other things, our ability to successfully identify and recruit individuals to join our Company. It typically takes time for these professionals to become profitable and effective.
Removed
Cohen Circle, an entity of which Daniel G. Cohen and his mother, Betsy Cohen, are members, is a fintech investing platform and the sponsor of third party SPACs.
Added
During that time, we may incur significant expenses and expend significant time and resources toward training, integration and business development aimed at developing this new talent.
Removed
We have entered into consulting agreements with Cohen Circle pursuant to which Betsy Cohen and other Cohen Circle representatives have provided and will continue to provide consulting services to us regarding our SPAC franchise and the SPAC entities of which we are sponsors.
Added
If we are unable to recruit and develop such professionals, we will not be able to implement our growth strategy and gain benefits related to scale, and our financial results could be materially adversely affected. Relatedly, the members of our senior management team have extensive experience in the financial services industry.
Removed
We anticipate that we will continue to enter into consulting arrangements with Cohen Circle in connection with the SPACs which we sponsor in the future.
Added
Our increasing involvement in digital-asset-related capital market A growing portion of our investment banking and capital markets activities involves clients operating in the digital asset ecosystem, including companies engaged in blockchain‑based financial services, token‑linked business models, and other participants in the digital asset markets.
Removed
In the event that our strategic relationship with Cohen Circle is terminated, the loss of the services of Cohen Circle’s personnel could significantly impair our SPAC franchise's ability to continue to succeed, which could hinder our ability to achieve and sustain profitability. 20 Table of Contents In addition, certain of our employees also provide consulting and other SPAC-related services to Cohen Circle pursuant to contractual arrangements with the SPACs of which Cohen Circle is a sponsor.
Added
We have also acted as an advisor, underwriter, or placement agent in transactions involving businesses with exposure to digital assets, including de‑SPAC PIPE transactions, M&A transactions, private placements, and initial public offerings. Digital asset markets are highly volatile, rapidly evolving, and subject to sudden and significant changes in value, liquidity, trading behavior, and investor sentiment.
Removed
Any of these factors could cause a decline in the value of financial instruments which we hold. SFA transactions may obligate the Company to make payments on a certain payments at, or subsequent to, maturity which may be made in cash, by returning the acquired interests in kind, or through a combination of both, which could affect our liquidity.
Added
As a result, our involvement in these markets exposes us to a number of risks, including, but not limited to: • Extreme market volatility. Digital assets have experienced, and may continue to experience, abrupt and significant value fluctuations.
Removed
A significant component of our principal investment revenue has come from SFAs. SFAs stipulate that we must make a payment to the SFA Counterparty on or subsequent to a certain maturity date, which may be in cash, by returning the acquired assets in kind, or a combination of both.
Added
Price swings may impair client demand for transactions, reduce transaction volumes, cause cancellations or delays in deals, and adversely affect valuations and compensation tied to financial instruments we receive as consideration in lieu of cash. • Regulatory uncertainty. Digital asset activities are subject to inconsistent, rapidly changing, and sometimes unforeseen regulatory developments in the United States and abroad.
Removed
Payment to the SFA Counterparty pursuant to the SFAs may have an adverse impact on our liquidity.
Added
These developments may include new interpretations of securities laws, enforcement actions, restrictions on trading, changes in jurisdictional oversight, or new compliance obligations. Any such regulatory actions could negatively affect our clients, disrupt the markets in which they operate, impair our ability to complete transactions, or increase our compliance costs. • Counterparty and operational risk.
Removed
Our business, financial condition and results of operations may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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The Cybersecurity Committee, including the Company’s director of technology, receives regular updates from the Company’s management on cybersecurity matters, results of mitigation efforts, and cybersecurity incident response and remediation. 36 Table of Contents
The Cybersecurity Committee, including the Company’s director of technology, receives regular updates from the Company’s management on cybersecurity matters, results of mitigation efforts, and cybersecurity incident response and remediation. 38 Table of Contents
Certain employees also obtain industry certifications, such as Certified Information Systems Security Professional or Certified Information Security Manager. The Company engages in cyber crisis response simulations to assess the Company’s ability to adapt to information and operational technology threats.
We rely on outsourced cybersecurity consultants to provide certified expertise and recognized credentials in the field of cybersecurity. The Company engages in cyber crisis response simulations to assess the Company’s ability to adapt to information and operational technology threats.

Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. PROPERTIES. The following table lists our current leases as of December 31, 2024. City Description Square Feet Expiration Date Status (1) New York, NY 3 Columbus Circle- 24th Floor 31,614 7/31/2035 Partially Occupied / Partially Subleased Philadelphia, PA 2929 Arch Street 9,501 11/30/2029 Partially Occupied / Partially Subleased Boca Raton, FL 1800 N.
ITEM 2. PROPERTIES. The following table lists our current leases as of December 31, 2025. City Description Square Feet Expiration Date Status (1) New York, NY 3 Columbus Circle- 24th Floor 31,614 7/31/2035 Partially Occupied / Partially Subleased Philadelphia, PA 2929 Arch Street - 17th Floor 9,501 11/30/2029 Partially Occupied / Partially Subleased Boca Raton, FL 1800 N.
Military Trail 3,776 3/31/2032 Occupied Paris, France 17 avenue de l'Opera 1,830 5/31/2030 Occupied Menlo Park, CA 2727 Sand Hill Road 2,735 8/31/2025 Occupied Memphis, TN 6000 Poplar Avenue 330 Month-to-month Occupied (1) For purposes of this table, “Partially Occupied / Partially Subleased” means we occupy a portion of the space and sublease the remaining portion to a third-party or third parties and “Occupied” means we fully utilize the space for our operations.
Military Trail - Suite 450 3,776 3/31/2032 Occupied Paris, France 17 avenue de l'Opera 1,830 5/31/2030 Occupied Menlo Park, CA 855 Oak Grove Avenue - Suite 203 3,369 8/1/2028 Occupied Memphis, TN 6075 Poplar Avenue - Suite 125 2,697 1/31/2033 Occupied Houston, TX 808 Travis St 1,000 Month-to-month Occupied (1) For purposes of this table, “Partially Occupied / Partially Subleased” means we occupy a portion of the space and sublease the remaining portion to a third-party or third parties and “Occupied” means we fully utilize the space for our operations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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MINE SAFETY DISCLOSURES. Not applicable. 37 Table of Contents PART II
MINE SAFETY DISCLOSURES. Not applicable. 39 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Financial Statements and Supplementary Data. 79 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 79 Item 9A. Controls and Procedures. 79
Financial Statements and Supplementary Data. 82 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 82 Item 9A. Controls and Procedures. 82
Item 4. Mine Safety Disclosures. 37 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 38 Item 6. Selected Financial Data. 38 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 39 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 77 Item 8.
Item 4. Mine Safety Disclosures. 39 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 40 Item 6. Selected Financial Data. 40 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 41 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 80 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Unregistered Sales of Equity Securities None Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet be Purchased under the Plans or Programs (1) October 1, 2024 - October 31, 2024 - $ - - $ - November 1, 2024 - November 30, 2024 - $ - - $ - December 1, 2024 - December 31, 2024 - $ - - $ - Total - - Equity Compensation Plans Information on certain of our equity compensation plans, for which shares of our common stock are authorized for issuance, is included in the section of our Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act in connection with the Company’s 2025 Annual Meeting of Stockholders under the headings “Cash and Equity Plan Compensation” and “Equity Compensation Plan Information” is incorporated herein by reference.
Unregistered Sales of Equity Securities None Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs October 1, 2025 - October 31, 2025 - $ - - November 1, 2025 - November 30, 2025 - $ - - December 1, 2025 - December 31, 2025 - $ - - Total - - Equity Compensation Plans Information on certain of our equity compensation plans, for which shares of our common stock are authorized for issuance, is included in the section of our Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act in connection with the Company’s 2026 Annual Meeting of Stockholders under the headings “Cash and Equity Plan Compensation” and “Equity Compensation Plan Information” is incorporated herein by reference.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information for Our Common Stock and Dividends Our Common Stock trades under the symbol "COHN" on the NYSE American Stock Exchange. The closing price of our Common Stock was $9.30 on March 5, 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information for Our Common Stock and Dividends Our Common Stock trades under the symbol "COHN" on the NYSE American Stock Exchange. The closing price of our Common Stock was $14.49 on February 27, 2026.
On July 29, 2021, our board of directors reinstated our quarterly dividend declaring a cash dividend of $0.25 per share. We have paid a cash dividend of $0.25 regularly since then. In addition to our routine quarterly distribution, on March 8, 2022, our board of directors declared a special dividend of $0.75 per share.
On July 29, 2021, our board of directors reinstated our quarterly dividend declaring a cash dividend of $0.25 per share. We have paid a cash dividend of $0.25 regularly since then.
We had 2,054,674 shares of Common Stock outstanding held by 57 holders of record as of March 5, 2025.
We had 2,448,559 shares of Common Stock outstanding held by 67 holders of record as of February 27, 2026.
Added
In addition to our routine quarterly distribution, on March 8, 2022 and December 22, 2025, our board of directors declared a special dividends of $0.75 per share and $2.00 per share, respectively.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Currently, our primary source of new issue and advisory revenue is from investment banking and advisory services through CCM, as well as originating assets for our U.S. and European insurance asset management business including our U.S. Insurance JV and for our CREO JV. A portion of our revenue is generated from management fees.
Currently, our primary source of investment banking and new issue revenue is from investment banking and advisory services through CCM, as well as originating assets for our U.S. and European insurance asset management business including our U.S. Insurance JV and for our CREO JV. A portion of our revenue is generated from management fees.
This may adversely affect the ultimate value realized from these investments. In addition, our net trading revenue also includes realized gains on certain proprietary trading positions. Our ability to derive trading gains from such trading positions is subject to overall market conditions.
This may adversely affect the ultimate value realized from these investments. In addition, our net trading revenue also includes realized gains on certain proprietary trading positions. Our ability to derive trading gains from such trading positions is subject to overall market conditions.
Due to the volatility and uncertainty in the capital markets generally, the net trading revenue recognized during the year may not be indicative of future results. Furthermore, from time to time, some of the assets included in the investments-trading line of our consolidated balance sheets represent level 3 valuations within the FASB valuation hierarchy.
Due to the volatility and uncertainty in the capital markets generally, the net trading revenue recognized during the year may not be indicative of future results. Furthermore, from time to time, some of the assets included in the investments-trading line of our consolidated balance sheets represent level 3 valuations within the FASB valuation hierarchy.
Level 3 assets are carried at fair value based on estimates derived using internal valuation models and other estimates. See notes 9 and 10 to our consolidated financial statements included in this Annual Report on Form 10-K. The fair value estimates made by us may not be indicative of the final sale price at which these assets may be sold.
Level 3 assets are carried at fair value based on estimates derived using internal valuation models and other estimates. See notes 9 and 10 to our consolidated financial statements included in this Annual Report on Form 10-K. The fair value estimates made by us may not be indicative of the final sale price at which these assets may be sold.
This determination is subjective and subject to many assumptions and factors including: profitability of our business in the future, the timing of that future income as compared to carryforward asset expiration, the character of future income (ordinary or capital), and the jurisdiction in which the income will be generated.
This determination is subjective and subject to many assumptions and factors including: profitability of our business in the future, the timing of that future income as compared to carryforward asset expiration, the character of future income (ordinary or capital), and the jurisdiction in which the income will be generated.
Further, the financial instruments we receive in these cases are often either (i) common stock investments that are restricted for resale for some period of time; (ii) convertible or non-convertible notes receivable that are not publicly traded; (iii) equity investments in special purpose entities that are not publicly traded; or (iv) unrestricted common stock investments in public companies with low trading volumes.
Further, the financial instruments we receive in these cases are often (i) common stock investments that are restricted for resale for some period of time, (ii) convertible or non-convertible notes receivable that are not publicly traded, (iii) equity investments in special purpose entities that are not publicly traded, or (iv) unrestricted common stock investments in public companies with low trading volumes.
Our response to this margin compression has included: (i) building a diversified fixed income trading platform; (ii) acquiring or building out new product lines and expanding existing product lines; (iii) building a hedging execution and funding operation to service mortgage originators; (iv) building out CCM, and (v) monitoring our fixed costs. Our cost management initiatives are ongoing.
Our response to this margin compression has included: (i) building a diversified trading platform, (ii) acquiring or building out new product lines and expanding existing product lines, (iii) building a hedging execution and funding operation to service mortgage originators, (iv) building out CCM, and (v) monitoring our fixed costs. Our cost management initiatives are ongoing.
Our business environment is rapidly changing. New risks and uncertainties emerge continuously and it is not possible for us to predict all the risks we will face. This may negatively impact our operating performance. A portion of our revenue is generated from net trading activity.
Our business environment is rapidly changing. New risks and uncertainties emerge continuously and it is not possible for us to predict all the risks we will face. New risks and uncertainties may negatively impact our operating performance. A portion of our revenue is generated from net trading activity.
Because earnings are recognized unevenly throughout the year and the non-controlling interest percentage may change during the period, the average effective non-controlling interest percentage may not equal the percentage at the end of any period or the simple average of the beginning and ending percentages. 61 Table of Contents Liquidity and Capital Resources Liquidity is a measurement of our ability to meet potential cash requirements including ongoing commitments to repay debt borrowings, make interest payments on outstanding borrowings, fund investments, and support other general business purposes.
Because earnings are recognized unevenly throughout the year and the non-controlling interest percentage may change during the period, the average effective non-controlling interest percentage may not equal the percentage at the end of any period or the simple average of the beginning and ending percentages. 64 Table of Contents Liquidity and Capital Resources Liquidity is a measurement of our ability to meet potential cash requirements including ongoing commitments to repay debt borrowings, make interest payments on outstanding borrowings, fund investments, and support other general business purposes.
See note 20 to our consolidated financial statements included in this Annual Report on Form 10-K. 63 Table of Contents If we are unable to raise sufficient capital on economically favorable terms, we may need to reduce the amount of capital invested for the uses described above, which may adversely impact earnings and our ability to pay dividends.
See note 20 to our consolidated financial statements included in this Annual Report on Form 10-K. 66 Table of Contents If we are unable to raise sufficient capital on economically favorable terms, we may need to reduce the amount of capital invested for the uses described above, which may adversely impact earnings and our ability to pay dividends.
The cash used in financing activities of $16,717 was comprised of (a) $2,573 used to repay our redeemable financial instrument; (b) $189 used to net settle equity awards; (c) $1,873 paid in dividends on Common Stock; (d) $4,819 paid in distributions to the convertible non-controlling interest; (e) $659 of redemptions of convertible non-controlling interest; and (f) $6,758 paid in distributions to the non-convertible non-controlling interest; partially offset by (g) $154 in proceeds from the issuance of Common Stock. 64 Table of Contents 2023 Cash Flows As of December 31, 2023, our cash and cash equivalents were $10,650, representing a decrease of $18,451 from December 31, 2022.
The cash used in financing activities of $16,717 was comprised of (a) $2,573 used to repay our redeemable financial instrument; (b) $189 used to net settle equity awards; (c) $1,873 paid in dividends on Common Stock; (d) $4,819 paid in distributions to the convertible non-controlling interest; (e) $659 of redemptions of convertible non-controlling interest; and (f) $6,758 paid in distributions to the non-convertible non-controlling interest; partially offset by (g) $154 in proceeds from the issuance of Common Stock. 2023 Cash Flows As of December 31, 2023, our cash and cash equivalents were $10,650, representing a decrease of $18,451 from December 31, 2022.
Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. 70 Table of Contents Financial instruments carried at contract amounts with short-term maturities (one year or less) are repriced frequently or bear market interest rates.
Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. 73 Table of Contents Financial instruments carried at contract amounts with short-term maturities (one year or less) are repriced frequently or bear market interest rates.
ASC 746 requires that we record a valuation allowance against these assets so that the net asset recognized is, in management's judgment, more likely than not to be realized. Each reporting period, management determines the expected amount of taxable income it will generate in each jurisdiction where the Company has NOLs.
ASC 740 requires that we record a valuation allowance against these assets so that the net asset recognized is, in management's judgment, more likely than not to be realized. Each reporting period, management determines the expected amount of taxable income it will generate in each jurisdiction where the Company has NOLs.
However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. 69 Table of Contents We consider the accounting policies discussed below to be the policies that are the most impactful to our financial statements and also subject to significant management judgment.
However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. 72 Table of Contents We consider the accounting policies discussed below to be the policies that are the most impactful to our financial statements and also subject to significant management judgment.
Our policy is to record penalties and interest as a component of provision for income taxes in our consolidated statements of operations. 71 Table of Contents Our voting-controlled subsidiary, the Operating LLC, is treated as a pass-through entity for U.S. federal income tax purposes and in most of the states in which we do business.
Our policy is to record penalties and interest as a component of provision for income taxes in our consolidated statements of operations. 74 Table of Contents Our voting-controlled subsidiary, the Operating LLC, is treated as a pass-through entity for U.S. federal income tax purposes and in most of the states in which we do business.
Also, the new Investment Vehicles often require warehouse and other third-party financing to fund the acquisition of investments. Finally, we generally will hire employees to manage new Investment Vehicles and will operate at a loss for a startup period. (3) To fund investments. We make principal investments (including sponsor and other investments in SPACs) to generate returns.
Also, the new Investment Vehicles often require warehouse and other third-party financing to fund the acquisition of investments. Finally, we generally will hire employees to manage new Investment Vehicles and will operate at a loss for a startup period. (3) To fund investments and operating losses. We make principal investments (including sponsor and other investments in SPACs) to generate returns.
Revenue Recognition Net trading Net trading includes: (i) all gains, losses, interest income, dividend income, and interest expense from securities classified as investments-trading and trading securities sold, not yet purchased; (ii) interest income and expense from collateralized securities transactions; and (iii) commissions and riskless trading profits. Net trading is reduced by margin interest, which is recorded on an accrual basis.
Net trading Net trading includes: (i) all gains, losses, interest income, dividend income, and interest expense from securities classified as investments-trading and trading securities sold, not yet purchased; (ii) interest income and expense from collateralized securities transactions; and (iii) commissions and riskless trading profits. Net trading is reduced by margin interest, which is recorded on an accrual basis.
To the extent management's determination changes, an adjustment will be made to the valuation allowance resulting in deferred tax expense or benefit. We recorded deferred tax expense in 2023 because expectations of future income decreased and the Company increased the valuation allowance it had applied against carryforward assets.
To the extent management's determination changes, an adjustment will be made to the valuation allowance resulting in deferred tax expense or benefit. We recorded deferred tax expense in 2024 because expectations of future income decreased and the Company increased the valuation allowance it had applied against carryforward tax assets.
If we determine that the collection of the remaining Maturity Consideration owed is not probable, we will not record the unpaid portion. 75 Table of Contents Recent Accounting Pronouncements The following is a list of recent accounting pronouncements that, we believe, will have a continuing impact on our financial statements going forward.
If we determine that the collection of the remaining Maturity Consideration owed is not probable, we will not record the unpaid portion. 78 Table of Contents Recent Accounting Pronouncements The following is a list of recent accounting pronouncements that, we believe, will have a continuing impact on our financial statements going forward.
Net Income/ (Loss) Attributable to the Non-Convertible Non-Controlling Interest Net income / (loss) attributable to the non-convertible non-controlling interest for the years ended December 31, 2024 and 2023 was comprised of the non-controlling interest related to member interests in consolidated subsidiaries of the Operating LLC other than interests held by us for the relevant periods.
Net Income/ (Loss) Attributable to the Non-Convertible Non-Controlling Interest Net income / (loss) attributable to the non-convertible non-controlling interest for the years ended December 31, 2025 and 2024 was comprised of the non-controlling interest related to member interests in consolidated subsidiaries of the Operating LLC other than interests held by us for the relevant periods.
We are organized into three business segments: Capital Markets, Asset Management, and Principal Investing. • Capital Markets : Our Capital Markets business segment consists primarily of fixed income sales, trading, gestation repo financing, new issue placements in corporate and securitized products, underwriting, and advisory services.
We are organized into three business segments: Capital Markets, Asset Management, and Principal Investing. • Capital Markets : Our Capital Markets business segment consists primarily of sales, trading, underwriting, gestation repo financing, new issue placements in corporate and securitized products, and advisory services.
We can potentially become involved with a VIE in three main ways: Our Principal Investing Portfolio For each investment made within the principal investing portfolio, we assess whether the investee is a VIE and if we are the primary beneficiary. If we determine the entity is a VIE and we are the primary beneficiary, we will consolidate it.
We can potentially become involved with a VIE in three main ways: Our Investment Portfolio For each investment made within the investment portfolio, we assess whether the investee is a VIE and if we are the primary beneficiary. If we determine the entity is a VIE and we are the primary beneficiary, we will consolidate it.
The ASU is effective for all entities for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. We are currently evaluating the new guidance to determine the impact it may have on our consolidated financial statements.
The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. We are currently evaluating the new guidance to determine the impact it may have on our consolidated financial statements.
The period-to-period comparisons of financial results are not necessarily indicative of future results. Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 The following table sets forth information regarding our consolidated results of operations for the years ended December 31, 2024 and 2023. COHEN & COMPANY INC.
The period-to-period comparisons of financial results are not necessarily indicative of future results. Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 The following table sets forth information regarding our consolidated results of operations for the years ended December 31, 2025 and 2024. COHEN & COMPANY INC.
Net Income / (Loss) Attributable to the Convertible Non-Controlling Interest Net income / (loss) attributable to the convertible non-controlling interest for the years ended December 31, 2023 and 2022 was comprised of the non-controlling interest related to member interests in the Operating LLC other than interests held by us for the relevant periods.
Net Income / (Loss) Attributable to the Convertible Non-Controlling Interest Net income / (loss) attributable to the convertible non-controlling interest for the years ended December 31, 2024 and 2023 was comprised of the non-controlling interest related to member interests in the Operating LLC other than interests held by us for the relevant periods.
In the case of consolidated sponsor entities, we will also record an offsetting entry to non-controlling interest. 74 Table of Contents Share Forward Arrangements We have also engaged in several transactions known as “share forward arrangements” (“SFAs”).
In the case of consolidated sponsor entities, we will also record an offsetting entry to non-controlling interest. 77 Table of Contents Share Forward Arrangements We have also engaged in several transactions known as “share forward arrangements” (“SFAs”).
Principal Investing: • Gains and losses (unrealized and realized) and income and expense earned on securities classified as other investments, at fair value and other investments sold, not yet purchased, which were not acquired as part of our CCM business; and • Income and loss earned on equity method investments. 39 Table of Contents Business Environment Our business in general and our Capital Markets business segment in particular do not produce predictable earnings.
Principal Investing • Gains and losses (unrealized and realized) and income and expense earned on securities classified as other investments, at fair value and other investments, sold not yet purchased, which were not acquired as part of the CCM business; and • Income and loss earned on equity method investments. 41 Table of Contents Business Environment Our business in general and our Capital Markets business segment in particular do not produce predictable earnings.
However, we are subject to significant limitations on our ability to make distributions from JVB such as the limitations imposed by FINRA under rule 15c3-1 (described immediately above) and limitations under our line of credit with Byline Bank (see note 20 to our consolidated financial statements included in this Annual Report on Form 10-K).
However, we are subject to significant limitations on our ability to make distributions from Cohen Securities such as the limitations imposed by FINRA under rule 15c3-1 (described immediately above) and limitations under our line of credit with Byline Bank (see note 20 to our consolidated financial statements included in this Annual Report on Form 10-K).
These factors may affect the financial decisions made by investors and companies, including their level of participation in the financial markets and their willingness to participate in corporate transactions. Severe market fluctuations or weak economic conditions could reduce our trading volume and revenues, negatively affect our ability to generate new issue and advisory revenue, and adversely affect our profitability.
These factors may affect the financial decisions made by investors and companies, including their level of participation in the financial markets and their willingness to participate in corporate transactions. Severe market fluctuations or weak economic conditions could reduce our trading volume and revenues, negatively affect our ability to generate investment banking and new issue revenue, and adversely affect our profitability.
Asset Management: • Asset management fees for our on-going asset management services provided to certain Investment Vehicles, which may include fees both senior and subordinate to the securities issued in the Investment Vehicle; and • Incentive management fees earned based on the performance of Investment Vehicles.
Asset Management • Asset management fees for our on-going asset management services provided to certain Investment Vehicles, which may include fees both senior and subordinate to the securities in the Investment Vehicle, and incentive management fees earned based on the performance of the various Investment Vehicles.
Cash compensation increased primarily due to an increase in incentive compensation related to the increase in new issue and advisory revenue and income from equity method affiliates, as well as the year over year overall improvement in operating performance. Equity-based compensation increased due to a higher number of restricted shares granted in 2024 as compared to 2023.
Cash compensation increased primarily due to an increase in incentive compensation related to the increase in investment banking and new issue revenue and income from equity method affiliates, as well as the year over year overall improvement in operating performance. Equity-based compensation increased due to a higher number of restricted shares granted in 2024 as compared to 2023.
These future adjustments may likewise result in material amounts of deferred tax benefit or expense going forward. 60 Table of Contents Net Income / (Loss) Attributable to the Non-Convertible Non-Controlling Interest Net income / (loss) attributable to the non-convertible non-controlling interest for the years ended December 31, 2023 and 2022 was comprised of the non-controlling interest related to member interests in consolidated subsidiaries of the Operating LLC other than interests held by us for the relevant periods.
These future adjustments may likewise result in material amounts of deferred tax benefit or expense going forward. 63 Table of Contents Net Income / (Loss) Attributable to the Non-Convertible Non-Controlling Interest Net income / (loss) attributable to the non-convertible non-controlling interest for the years ended December 31, 2024 and 2023 was comprised of the non-controlling interest related to member interests in consolidated subsidiaries of the Operating LLC other than interests held by us for the relevant periods.
These grants vest over a period of time and only have service based vesting criteria. In these cases, we determine the fair value of the grants by taking the closing stock price of Cohen & Company Inc. on the grant date and multiplying it by the number of restricted shares granted.
These grants vest over a period of time and only have service based vesting criteria. In these cases, we determine the fair value of the grants by taking the closing stock price of Cohen & Company Inc. on the day prior to the grant date and multiplying it by the number of restricted shares granted.
Other SPAC related is mainly comprised of an entity that we consolidated but do not wholly own that invests in other SPAC sponsor entities. 51 Table of Contents Net Income / (Loss) Attributable to the Convertible Non-Controlling Interest Net income / (loss) attributable to the convertible non-controlling interest for the years ended December 31, 2024 and 2023 was comprised of the non-controlling interest related to member interests in the Operating LLC other than interests held by us for the relevant periods.
Other SPAC related is mainly comprised of an entity that we consolidated but do not wholly own that invests in other SPAC sponsor entities. 54 Table of Contents Net Income / (Loss) Attributable to the Convertible Non-Controlling Interest Net income / (loss) attributable to the convertible non-controlling interest for the years ended December 31, 2025 and 2024 was comprised of the non-controlling interest related to member interests in the Operating LLC other than interests held by us for the relevant periods.
The increase was comprised of an increase in subscriptions and dues of $660 and an increase in clearing and execution of $14. Professional Fee and Other Operating Expenses Professional fee and other operating expenses increased by $5,125, or 55%, to $14,421 for the year ended December 31, 2024, as compared to $9,296 for the year ended December 31, 2023.
The increase was comprised of an increase in subscriptions and dues of $660 and an increase in clearing and execution of $14. 61 Table of Contents Professional Fee and Other Operating Expenses Professional fee and other operating expenses increased by $5,125, or 55%, to $14,421 for the year ended December 31, 2024, as compared to $9,296 for the year ended December 31, 2023.
Non-Operating Income and Expense Interest Expense, net Interest expense, net decreased by $705 to $5,821 for the year ended December 31, 2024, as compared to $6,526 for the year ended December 31, 2023.
Non-Operating Income and Expense Interest Expense, net Interest expense, net decreased by $705, or 11%, to $5,821 for the year ended December 31, 2024, as compared to $6,526 for the year ended December 31, 2023.
Because earnings are recognized unevenly throughout the year and the non-controlling interest percentage may change during the period, the average effective non-controlling interest percentage may not equal the percentage at the end of any period or the simple average of the beginning and ending percentages. 52 Table of Contents Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 The following table sets forth information regarding our consolidated results of operations for the years ended December 31, 2023 and 2022.
Because earnings are recognized unevenly throughout the year and the non-controlling interest percentage may change during the period, the average effective non-controlling interest percentage may not equal the percentage at the end of any period or the simple average of the beginning and ending percentages. 55 Table of Contents Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 The following table sets forth information regarding our consolidated results of operations for the years ended December 31, 2024 and 2023.
SUMMARY CALCULATION OF CONVERTIBLE NON-CONTROLLING INTEREST For the Year Ended December 31, 2023 Wholly Owned Subsidiaries Other Consolidated Subsidiaries Total Operating LLC Consolidated Cohen & Company Inc.
SUMMARY CALCULATION OF CONVERTIBLE NON-CONTROLLING INTEREST For the Year Ended December 31, 2025 Wholly Owned Subsidiaries Other Consolidated Subsidiaries Total Operating LLC Consolidated Cohen & Company Inc.
As of December 31, 2024 and December 31, 2023, we maintained cash and cash equivalents of $19,590 and $10,650, respectively. We generated cash from or used cash for the activities described below.
As of December 31, 2025 and December 31, 2024, we maintained cash and cash equivalents of $19,590 and $10,650, respectively. We generated cash from or used cash for the activities described below.
We consider our matched book repo business to be subject to significant concentration risk. See note 11 to our consolidated financial statements included in this Annual Report on Form 10-K. All net trading revenue is included in our Capital Markets segment. See note 29 to our consolidated financial statements included in this Annual Report on Form 10-K.
We consider our gestation repo business to be subject to significant concentration risk. See note 11 to our consolidated financial statements included in this Annual Report on Form 10-K. All net trading revenue is included in our Capital Markets segment. See note 29 to our consolidated financial statements included in this Annual Report on Form 10-K.
We consider our matched book repo business to be subject to significant concentration risk. See note 11 to our consolidated financial statements included in this Annual Report on Form 10-K. All net trading revenue is included in our Capital Markets segment. See note 29 to our consolidated financial statements included in this Annual Report on Form 10-K.
We consider our gestation repo business to be subject to significant concentration risk. See note 11 to our consolidated financial statements included in this Annual Report on Form 10-K. All net trading revenue is included in our Capital Markets segment. See note 29 to our consolidated financial statements included in this Annual Report on Form 10-K.
Because there is a fixed exchange ratio between units of the Operating LLC and shares of Cohen & Company Inc., the fair value of the grant is calculated by taking the closing stock price of Cohen & Company Inc. on the grant date, adjusting for the exchange ratio, and then multiplying by the number of units of the Operating LLC granted.
Because there is a fixed exchange ratio between units of the Operating LLC and shares of Cohen & Company Inc., the fair value of the grant is calculated by taking the closing stock price of Cohen & Company Inc. on the day prior to the grant date, adjusting for the exchange ratio, and then multiplying by the number of units of the Operating LLC granted.
As a U.S. broker-dealer, JVB is subject to the Uniform Net Capital Rule in Rule 15c3-1 under the Exchange Act. CCFESA is subject to the regulations of the ACPR. The amount of net assets that these subsidiaries may distribute is subject to restrictions under these applicable net capital rules.
As a U.S. broker-dealer, Cohen Securities is subject to the Uniform Net Capital Rule in Rule 15c3-1 under the Exchange Act. CCFESA is subject to the regulations of the ACPR. The amount of net assets that these subsidiaries may distribute is subject to restrictions under these applicable net capital rules.
Further, the financial instruments we receive in these cases are often either (i) common stock investments that are restricted for resale for some period of time; (ii) convertible or non-convertible debt investments that are not publicly traded; (iii) equity investments in special purpose entities that are not publicly traded; or (iv) unrestricted common stock investments in public companies with low trading volumes.
Further, the financial instruments we receive in these cases are often (i) common stock investments that are restricted for resale for some period of time, (ii) convertible or non-convertible notes receivable that are not publicly traded, (iii) equity investments in special purpose entities that are not publicly traded, or (iv) unrestricted common stock investments in public companies with low trading volumes.
Certain subsidiaries of the Operating LLC have restrictions on the withdrawal of capital and otherwise in making distributions and loans. JVB is subject to net capital restrictions imposed by the SEC and FINRA that require certain minimum levels of net capital to remain in this subsidiary.
Certain subsidiaries of the Operating LLC have restrictions on the withdrawal of capital and otherwise in making distributions and loans. Cohen Securities is subject to net capital restrictions imposed by the SEC and FINRA that require certain minimum levels of net capital to remain in this subsidiary.
We are dependent on taking distributions of income (and potentially returns of capital) from JVB to satisfy the cash needs outside of JVB, such as to cover losses incurred outside of JVB, to satisfy other obligations that come due outside of JVB, and to make investments outside of JVB.
We are dependent on taking distributions of income (and potentially returns of capital) from Cohen Securities to satisfy the cash needs outside of Cohen Securities, such as to cover losses incurred outside of Cohen Securities, to satisfy other obligations that come due outside of Cohen Securities, and to make investments outside of Cohen Securities.
The recipient is entitled to distributions that are declared and paid during the vesting period but they are paid only if (and to the extent) the unit grant ultimately vests. 73 Table of Contents Third, employees sometimes invest in the membership interests of consolidated SPAC sponsor entities (the Insurance SPAC Sponsor Entities, the Insurance SPAC II Sponsor Entities, and the Insurance SPAC III Sponsor Entities).
The recipient is entitled to distributions that are declared and paid during the vesting period but they are paid only if (and to the extent) the unit grant ultimately vests. 76 Table of Contents Third, employees sometimes invest in the membership interests of consolidated SPAC sponsor entities (Insurance SPAC Sponsor Entities, Insurance SPAC II Sponsor Entities, Insurance SPAC III Sponsor Entities, and Columbus Circle SPAC Sponsor Entities).
The interest rate of 8.85% (based on a 90-day SOFR rate in effect as of December 31, 2024 plus 4.00%) was used to compute the contractual interest payment in each period noted. The interest on the junior subordinated notes related to Sunset Financial Statutory Trust I is variable.
The interest rate of 8.10% (based on a 90-day SOFR rate in effect as of December 31, 2025 plus 4.00%) was used to compute the contractual interest payment in each period noted. The interest on the junior subordinated notes related to Sunset Financial Statutory Trust I is variable.
As a complement to the SPAC Fund, we established and became manager of two newly formed umbrella limited liability companies (the “SPAC Series Funds”) that issue a separate series of interest for each investment portfolio, which typically consist of investments in the sponsor entities of individual SPACs.
As a complement to the SPAC Fund, we established and became manager of two newly formed umbrella limited liability companies (the “SPAC Series Funds”) that issued a separate series of interest for each investment portfolio, which typically consisted of investments in the sponsor entities of individual SPACs.
Our fixed income sales and trading group provides trade execution to corporate investors, institutional investors, mortgage originators, and other smaller broker-dealers.
Our sales and trading group provides trade execution to corporate investors, institutional investors, mortgage originators, and other smaller broker-dealers.
Asset management fees from other increased primarily due to the recognition in 2024 of deferred performance fees related to certain PriDe Funds and the portfolio servicing fee on the notional amount of loans owned by the CREO JV. All asset management revenue is included in our asset management segment.
The increase is primarily due to the recognition in 2024 of deferred performance fees related to certain PriDe Funds and the portfolio servicing fee on the notional amount of loans owned by the CREO JV. All asset management revenue is included in our asset management segment.
Furthermore, counterparties to JVB have their own internal counterparty credit requirements. The specific requirements are not generally shared with us. However, if we take too much in capital distributions from JVB (beyond its net income), we may not be able to trade with certain counterparties, which may cause JVB’s operations to deteriorate.
Furthermore, counterparties to Cohen Securities have their own internal counterparty credit requirements. The specific requirements are not generally shared with us. However, if we take too much in capital distributions from Cohen Securities (beyond its net income), we may not be able to trade with certain counterparties, which may cause Cohen Securities' operations to deteriorate.
Our Capital Markets business segment also includes unrealized and realized gains and losses on our other investments, at fair value and other investments sold, not yet purchased, at fair value that were acquired as part of our CCM business. • Asset Management : Our Asset Management business segment manages assets within CDOs, managed accounts, joint ventures, and investment funds (collectively, “Investment Vehicles”).
Our Capital Markets business segment also includes unrealized and realized gains and losses on its other investments, at fair value and other investments sold, not yet purchased, at fair value that were acquired as part of our CCM business. • Asset Management : Our Asset Management business segment manages assets within investment funds, managed accounts, joint ventures, and collateralized debt obligations ("CDOs") (collectively referred to as “Investment Vehicles”).
Effective April 1, 2023, the Vellar GP began consolidating the SPAC Fund. The Vellar GP primarily invests in share forward arrangements. On February 25, 2025, the Operating LLC sold its 33.4% interest in the Vellar GP pursuant to the Vellar Purchase Agreement and will no longer consolidate Vellar GP.
Effective April 1, 2023, the Vellar GP began consolidating the SPAC Fund. The Vellar GP primarily invested in share forward arrangements. On February 25, 2025, the Operating LLC sold its 33.4% interest in the Vellar GP pursuant to the Vellar Purchase Agreement and no longer consolidates Vellar GP.
CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in Thousands) Year Ended December 31, Favorable / (Unfavorable) 2024 2023 $ Change % Change Revenues Net trading $ 36,409 $ 30,926 $ 5,483 18 % Asset management 9,009 7,337 1,672 23 % New issue and advisory 63,422 28,264 35,158 124 % Principal transactions and other income (29,242 ) 16,454 (45,696 ) (278 )% Total revenues 79,598 82,981 (3,383 ) (4 )% Operating expenses Compensation and benefits 56,388 52,092 (4,296 ) (8 )% Business development, occupancy, equipment 6,617 5,204 (1,413 ) (27 )% Subscriptions, clearing, and execution 9,639 8,965 (674 ) (8 )% Professional fee and other operating 14,421 9,296 (5,125 ) (55 )% Depreciation and amortization 556 563 7 1 % Total operating expenses 87,621 76,120 (11,501 ) (15 )% Operating income / (loss) (8,023 ) 6,861 (14,884 ) (217 )% Non-operating income / (expense) Interest expense, net (5,821 ) (6,526 ) 705 11 % Income / (loss) from equity method affiliates 21,704 15,609 6,095 39 % Income / (loss) before income taxes 7,860 15,944 (8,084 ) (51 )% Income tax expense / (benefit) (329 ) 5,545 5,874 106 % Net income / (loss) 8,189 10,399 (2,210 ) (21 )% Less: Net income (loss) attributable to the non-convertible non-controlling interest 8,675 19,590 10,915 56 % Enterprise net income (loss) (486 ) (9,191 ) 8,705 95 % Less: Net income (loss) attributable to the convertible non-controlling interest (357 ) (4,078 ) (3,721 ) (91 )% Net income / (loss) attributable to Cohen & Company Inc. $ (129 ) $ (5,113 ) $ 4,984 97 % Revenues Revenues decreased by $3,383, or 4%, to $79,598 for the year ended December 31, 2024, as compared to $82,981 for the year ended December 31, 2023.
CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in Thousands) Year Ended December 31, Favorable / (Unfavorable) 2024 2023 $ Change % Change Revenues Investment banking and new issue $ 40,778 $ 23,952 $ 16,826 70 % Net trading 36,409 30,926 5,483 18 % Asset management 9,009 7,337 1,672 23 % Principal transactions and other income (6,598 ) 20,766 (27,364 ) (132 )% Total revenues 79,598 82,981 (3,383 ) (4 )% Operating expenses Compensation and benefits 56,388 52,092 (4,296 ) (8 )% Business development, occupancy, equipment 6,617 5,204 (1,413 ) (27 )% Subscriptions, clearing, and execution 9,639 8,965 (674 ) (8 )% Professional fee and other operating 14,421 9,296 (5,125 ) (55 )% Depreciation and amortization 556 563 7 1 % Total operating expenses 87,621 76,120 (11,501 ) (15 )% Operating income / (loss) (8,023 ) 6,861 (14,884 ) (217 )% Non-operating income / (expense) Interest expense, net (5,821 ) (6,526 ) 705 11 % Income / (loss) from equity method affiliates 21,704 15,609 6,095 39 % Income / (loss) before income taxes 7,860 15,944 (8,084 ) (51 )% Income tax expense / (benefit) (329 ) 5,545 5,874 106 % Net income / (loss) 8,189 10,399 (2,210 ) (21 )% Less: Net income (loss) attributable to the non-convertible non-controlling interest 8,675 19,590 10,915 56 % Enterprise net income (loss) (486 ) (9,191 ) 8,705 95 % Less: Net income (loss) attributable to the convertible non-controlling interest (357 ) (4,078 ) (3,721 ) (91 )% Net income / (loss) attributable to Cohen & Company Inc. $ (129 ) $ (5,113 ) $ 4,984 97 % Revenues Revenues decreased by $3,383, or 4%, to $79,598 for the year ended December 31, 2024, as compared to $82,981 for the year ended December 31, 2023.
More recently, a significant component of our principal investment revenue has come from SPAC related equity investments, primarily in entities that have been the result of sponsored SPAC business combinations, share forward arrangements ("SFAs"), CCM engagements, or related party sponsored SPAC business combinations. Access to these investments is reliant on a robust SPAC market.
More recently, a significant component of our principal investment revenue has come from SPAC related equity investments, primarily in entities that have been the result of sponsored SPAC business combinations or related party sponsored SPAC business combinations. Access to these investments is reliant on a robust SPAC market.
As of December 31, 2024, the Company had a federal net operating loss (“NOL”) of approximately $92,543, which will be available to offset future taxable income, subject to limitations described below. If not used, this NOL will begin to expire in 2028.
As of December 31, 2025, the Company had a federal net operating loss (“NOL”) of approximately $72,735, which will be available to offset future taxable income, subject to limitations described below. If not used, this NOL will begin to expire in 2028.
The interest rate of 9.02% (based on a 90-day SOFR rate in effect as of December 31, 2024 plus 4.15%) was used to compute the contractual interest payment in each period noted. (2) Represents material operating contracts for various services.
The interest rate of 8.10% (based on a 90-day SOFR rate in effect as of December 31, 2025 plus 4.15%) was used to compute the contractual interest payment in each period noted. (2) Represents material operating contracts for various services.
Our Capital Markets business segment utilizes capital (i) to fund securities inventory to facilitate client trading activities; (ii) for risk trading for our own account; (iii) to fund our collateralized securities lending activities; (iv) for temporary capital needs associated with underwriting activities; (v) to fund business expansion into existing or new product lines including additional capital dedicated to our mortgage group as well as our matched book repo business; and (vi) to fund any operating losses incurred.
Our Capital Markets business segment utilizes capital (i) to fund securities inventory to facilitate client trading activities; (ii) for risk trading for our own account; (iii) to fund our collateralized securities lending activities; (iv) for temporary capital needs associated with underwriting activities; and (v) to fund business expansion into existing or new product lines including additional capital dedicated to our mortgage group as well as our gestation repo business.
A portion of our revenue is generated from new issue and advisory engagements. The fees charged and volume of these engagements are sensitive to the overall business environment. We provide origination services in Europe through our subsidiary CCFESA, and new issue and advisory services in the U.S. through our subsidiary JVB.
A portion of our revenue is generated from investment banking and new issue engagements. The fees charged and volume of these engagements are sensitive to the overall business environment. We provide origination services in Europe through our subsidiary CCFESA, and investment banking and new issue services in the U.S. through our subsidiary Cohen Securities.
The revenue share arrangement noted in the table above entitles us to a percentage of revenue earned by IIFC. The IIFC revenue share arrangement expires at the earlier of (i) the dissolution of IIFC or (ii) when we have earned a cumulative $20,000 in revenue share payments. To date, we have earned $8,175.
The revenue share arrangement noted in the table above entitles us to a percentage of revenue earned by IIFC. The IIFC revenue share arrangement expires at the earlier of (i) the dissolution of IIFC or (ii) when we have earned a cumulative $20,000 in revenue share payments. As of December 31, 2024, we had earned $8,175.
When factoring in the discount, the yield to maturity of the junior subordinated notes as of December 31, 2024 on a combined basis was 20.55% assuming the variable rate in effect on the last day of the reporting period remains in effect until maturity. (2) Represents the interest rate in effect as of the last day of the reporting period.
When factoring in the discount, the yield to maturity of the junior subordinated notes as of December 31, 2025 on a combined basis was 19.07% assuming the variable rate in effect on the last day of the reporting period remains in effect until maturity. (2) Represents the interest rate in effect as of the last day of the reporting period.
The Company also had net capital losses (“NCLs”) in excess of capital gains of $57,239 as of December 31, 2024, which can be carried forward to offset future capital gains. If not used, this carryforward will begin to expire in 2025.
The Company also had net capital losses (“NCLs”) in excess of capital gains of $59,382 as of December 31, 2025, which can be carried forward to offset future capital gains. If not used, this carryforward will begin to expire in 2026.
These investments are a component of our other investments, at fair value, other investments sold, not yet purchased, and investments in equity method affiliates in our consolidated balance sheet. We generate our revenue by business segment primarily through the following activities.
These investments are included in other investments, at fair value; other investments sold, not yet purchased; and investments in equity method affiliates in our consolidated balance sheets. We generate our revenue by business segment primarily through the following activities.
Cohen (the “Vellar Purchase Agreement”); and (ii) a Transition Services Agreement (the “Vellar Transition Services Agreement” and, together with the Vellar Purchase Agreement, the “Vellar Agreements”) with Vellar GP. Prior to entering into the Vellar Agreements, the Operating LLC was the managing member and owner of 33.4% of Vellar GP.
Cohen, and (ii) a Transition Services Agreement (the “Vellar Transition Services Agreement” and, together with the Vellar Purchase Agreement, the “Vellar Agreements”) with Vellar Opportunities GP LLC, a Delaware limited liability company (“Vellar GP”). Prior to entering into the Vellar Agreements, the Operating LLC was the managing member and owner of 33.4% of Vellar GP.
DETAIL OF DEBT (Dollars in Thousands) Description December 31, 2024 December 31, 2023 Interest Rate Terms Interest (2) Maturity Non-convertible debt: 12.00% senior note (the "2024 Note") $ 5,146 $ - Fixed 12.00 % August 2026 12.00% senior note (the "2020 Note") 4,500 4,500 Fixed 12.00 % January 2026 Junior subordinated notes (1): Alesco Capital Trust I 28,125 28,125 Variable 8.85 % July 2037 Sunset Financial Statutory Trust I 20,000 20,000 Variable 9.02 % March 2035 Less unamortized discount (22,867 ) (22,909 ) 25,258 25,216 Byline Credit Facility - - Variable N/A June 2025 Total $ 34,904 $ 29,716 67 Table of Contents (1) The junior subordinated notes represent debt the Company owes to the two trusts noted above.
DETAIL OF DEBT (Dollars in Thousands) Description December 31, 2025 December 31, 2024 Interest Rate Terms Interest (2) Maturity Non-convertible debt: 12.00% senior note (the "2024 Note") $ 2,573 $ 5,146 Fixed 12.00 % August 2026 12.00% senior note (the "2020 Note") 4,500 4,500 Fixed 12.00 % January 2026 Junior subordinated notes (1): Alesco Capital Trust I 28,125 28,125 Variable 8.10 % July 2037 Sunset Financial Statutory Trust I 20,000 20,000 Variable 8.10 % March 2035 Less unamortized discount (22,303 ) (22,867 ) 25,822 25,258 Byline Credit Facility - - Variable N/A June 2026 Total $ 32,895 $ 34,904 70 Table of Contents (1) The junior subordinated notes represent debt the Company owes to the two trusts noted above.
Sale of Membership Interests in Vellar GP On February 25, 2025, the Operating LLC entered into (i) a Limited Liability Company Interest Purchase Agreement with Jason Capone and Solomon Cohen, who is the son of our Executive Chairman, Daniel G.
Vellar Opportunities GP, LLC On February 25, 2025, the Operating LLC entered into (i) a Limited Liability Company Interest Purchase Agreement (the “Vellar Purchase Agreement”) with Jason Capone and Solomon Cohen, who is the son of our executive chairman, Daniel G.
In some cases, CCM will receive financial instruments in lieu of cash for its advisory transactions. In these cases, we record advisory revenue equal to the fair value of the instruments received. Subsequent to receipt, the instruments are carried at fair value as a component of other investments, at fair value in our consolidated balance sheets.
In some cases, CCM will receive financial instruments in lieu of cash for its investment banking and new issue engagements. In these cases, we record revenue equal to the fair value of the instruments received. Subsequent to receipt, the instruments are carried at fair value as a component of other investments, at fair value in our consolidated balance sheets.
In some cases, CCM will receive financial instruments in lieu of cash for its advisory transactions. In these cases, we record advisory revenue equal to the fair value of the instruments received. Subsequent to receipt, the instruments are carried at fair value as a component of other investments, at fair value in our consolidated balance sheets.
In some cases, CCM will receive financial instruments in lieu of cash for its investment banking and new issue engagements. In these cases, we record revenue equal to the fair value of the instruments received. Subsequent to receipt, the instruments are carried at fair value as a component of other investments, at fair value in our consolidated balance sheets.
For several of the investments described below, we also had an investment in the same company accounted for at fair value as a component of other investments, at fair value during the periods presented. See discussion of principal transactions above. Year Ended December 31, 2023 2022 Change Heliogen, Inc.
For several of the investments described below, we also had an investment in the same company accounted for at fair value as a component of other investments, at fair value during the periods presented. See discussion of principal transactions above. Year Ended December 31, 2025 2024 Change African Agriculture Holdings Inc.
Other income is recorded in all three of our segments. See note 29 to our consolidated financial statements included in our Annual Report on Form 10-K. 47 Table of Contents Operating Expenses Operating expenses increased by $11,501, or 15%, to $87,621 for the year ended December 31, 2024, as compared to $76,120 for the year ended December 31, 2023.
See note 29 to our consolidated financial statements included in our Annual Report on Form 10-K. 60 Table of Contents Operating Expenses Operating expenses increased by $11,501, or 15%, to $87,621 for the year ended December 31, 2024, as compared to $76,120 for the year ended December 31, 2023.
REDEEMABLE FINANCIAL INSTRUMENTS (Dollars in thousands) December 31, 2024 December 31, 2023 JKD Investor $ - $ 7,868 $ - $ 7,868 Off-Balance Sheet Arrangements Other than as described in note 10 (derivative financial instruments) and note 18 (variable interest entities) to our consolidated financial statements included in this Annual Report on Form 10-K, there were no material off balance sheet arrangements as of December 31, 2024. 68 Table of Contents Contractual Obligations The table below summarizes our significant contractual obligations as of December 31, 2024 and the future periods in which such obligations are expected to be settled in cash.
Off-Balance Sheet Arrangements Other than as described in note 10 (derivative financial instruments) and note 18 (variable interest entities) to our consolidated financial statements included in this Annual Report on Form 10-K, there were no material off balance sheet arrangements as of December 31, 2025. 71 Table of Contents Contractual Obligations The table below summarizes our significant contractual obligations as of December 31, 2025 and the future periods in which such obligations are expected to be settled in cash.
Performance of the resulting principal investments can be materially impacted by overall performance of the equity markets. See note 8 to our consolidated financial statements included in this Annual Report on Form 10-K. The SPAC Market In 2018, we began sponsoring a series of SPACs.
Performance of the resulting principal investments can be materially impacted by overall performance of the equity markets. See note 8 to our consolidated financial statements included in this Annual Report on Form 10-K. The SPAC Market In 2018, we began sponsoring a series of SPACs. In addition, we invest in other SPACs at various stages of their business life cycle.
As a result, we recorded significant principal transaction losses and equity method losses during the years ended December 31, 2023 and 2024 in certain SPAC related investments. Continued declines in the equity prices of these companies will result in further losses for us.
As a result, we recorded significant principal transaction losses and equity method losses in certain SPAC related investments. Continued declines in the equity prices of these companies will result in further losses for us.
Interests in Public Companies These investments represent our direct and indirect investments in certain public companies. These investments may be in the form of unrestricted common stock, restricted common stock, equity derivatives, convertible notes, non-convertible notes, fair value receivables, as well as equity interest in SPVs that have investments in these public companies.
These investments may be in the form of unrestricted common stock, restricted common stock, equity derivatives, convertible notes, non-convertible notes, fair value receivables, as well as equity interest in SPVs that have investments in these public companies.
We believe our available cash and cash equivalents, as well as our investment in our trading portfolio and related borrowing capacity, will provide sufficient liquidity to meet the cash needs of our ongoing operations in the near term. 2024 Cash Flows As of December 31, 2024, our cash and cash equivalents were $19,590, representing an increase of $8,940 from December 31, 2023.
We believe our available cash and cash equivalents, as well as our investment in our trading portfolio and related borrowing capacity, will provide sufficient liquidity to meet the cash needs of our ongoing operations in the near term. 2025 Cash Flows As of December 31, 2025, our cash and cash equivalents were $56,762, representing an increase of $37,172 from December 31, 2024.
Income / (Loss) from Equity Method Affiliates Income / (loss) from equity method affiliates increased by $36,540 to $15,609 for the year ended December 31, 2023, as compared to ($20,931) for the year ended December 31, 2022. See note 12 to our consolidated financial statements included in this Annual Report on Form 10-K.
Income / (Loss) from Equity Method Affiliates Income / (loss) from equity method affiliates increased by $6,095 to $21,704 for the year ended December 31, 2024, as compared to $15,609 for the year ended December 31, 2023. See note 12 to our consolidated financial statements included in this Annual Report on Form 10-K.
The cash used in operating activities of $23,488 was comprised of (a) net cash outflows of $23,461 related to working capital fluctuations; (b) net cash inflows of $4,365 from trading activities comprised of our investments-trading, trading securities sold, not yet purchased, securities sold under agreement to repurchase, receivables under resale agreements, and receivables and payables from brokers, dealers, and clearing agencies, as well as the changes in unrealized gains and losses on the investments-trading and trading securities sold, not yet purchased; and (c) net cash outflows from other earnings items of $4,392 (which represents net income or loss adjusted for the following non-cash operating items: deferred taxes, other income / (expense), non-cash advisory revenue, realized and unrealized gains and losses on other investments, at fair value, other investments sold, not yet purchased, income / (loss) from equity method affiliates, equity-based compensation, depreciation, impairment of goodwill, and amortization).
The cash provided from operating activities of $27,350 was comprised of (a) net cash inflow of $71,816 related to working capital fluctuations; (b) net cash outflow of $45,098 from trading activities comprised of our investments-trading, trading securities sold, not yet purchased, securities sold under agreement to repurchase, receivables under resale agreements, and receivables and payables from brokers, dealers, and clearing agencies, as well as the changes in unrealized gains and losses on the investments-trading and trading securities sold, not yet purchased; and (c) net cash outflow from other earnings items of $632 (which represents net income or loss adjusted for the following non-cash operating items: deferred taxes, other income / (expense), non-cash advisory revenue, realized and unrealized gains and losses on other investments, at fair value, other investments sold, not yet purchased, income / (loss) from equity method affiliates, equity-based compensation, depreciation, and amortization).
Unrealized and realized gains and losses on securities classified as other investments, at fair value, and other investments sold, not yet purchased in the consolidated balance sheets are recorded as a component of principal transactions and other income in the consolidated statements of operations.
Unrealized and realized gains and losses on securities classified as other investments, at fair value, and other investments sold, not yet purchased in the consolidated balance sheets are either recorded as an adjustment to investment banking and new issue revenue or recorded as a component of principal transactions and other income in the consolidated statements of operations.
As discussed in more detail below, the change was comprised of (i) an increase of $1,802 in compensation and benefits; (ii) an increase of $128 in business development, occupancy, and equipment; (iii) an increase of $691 in subscriptions, clearing, and execution; (iv) an increase of $1,143 in professional fee and other operating; and (v) an increase of $6 in depreciation and amortization.
As discussed in more detail below, the change was comprised of (i) an increase of $121,130 in compensation and benefits; (ii) an increase of $1,280 in business development, occupancy, and equipment; (iii) an increase of $6,288 in subscriptions, clearing, and execution; (iv) a decrease of $330 in professional fee and other operating; and (v) an increase of $168 in depreciation and amortization.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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We seek to earn net interest income on these matched transactions. 78 Table of Contents In our gestation repo business, we will generally ensure that the maturity dates of our reverse repurchase agreements match the maturity dates of the matched repurchase agreements.
We seek to earn net interest income on these matched transactions. 81 Table of Contents In our gestation repo business, we will generally ensure that the maturity dates of our reverse repurchase agreements match the maturity dates of the matched repurchase agreements.
As of December 31, 2024, a 100 bps change in the three-month SOFR would have resulted in a change in our annual cash to be paid for interest in the amount of $481.
As of December 31, 2025, a 100 bps change in the three-month SOFR would have resulted in a change in our annual cash to be paid for interest in the amount of $481.
However, some of our TBA and other forward agency MBS activities are done without initial margin or cash deposits. Risks Related to our Matched Book Repo Business We enter into repurchase and reverse repurchase agreements as part of our matched book repo business.
However, some of our TBA and other forward agency MBS activities are done without initial margin or cash deposits. Risks Related to our Gestation Repo Business We enter into repurchase and reverse repurchase agreements as part of our gestation repo business.
A 100 bps adverse change in the market yield to maturity would have resulted in an increase in the fair value of the debt in the amount of $2,618 as of December 31, 2024. 77 Table of Contents Counterparty Risk and Settlement Risk We are subject to counterparty risk primarily in two areas: (1) our collateralized securities transactions described in note 11 to our consolidated financial statements included in this Annual Report on Form 10-K and (2) our TBA and other forward agency MBS activities described in note 10 to our consolidated financial statements included in this Annual Report on Form 10-K.
A 100 bps adverse change in the market yield to maturity would have resulted in an increase in the fair value of the debt in the amount of $2,462 as of December 31, 2025. 80 Table of Contents Counterparty Risk and Settlement Risk We are subject to counterparty risk primarily in two areas: (1) our collateralized securities transactions described in note 11 to our consolidated financial statements included in this Annual Report on Form 10-K and (2) our TBA and other forward agency MBS activities described in note 10 to our consolidated financial statements included in this Annual Report on Form 10-K.
With respect to the matched book repo financing activities, our risk is that the counterparty does not fulfill its obligation to repurchase the underlying security when it is due.
With respect to the gestation repo financing activities, our risk is that the counterparty does not fulfill its obligation to repurchase the underlying security when it is due.
Based on this analysis, as of December 31, 2024, our equity price sensitivity was $1,189 and our foreign exchange currency sensitivity was $0. As of December 31, 2023, our equity price sensitivity was $1,383 and our foreign exchange currency sensitivity was $0. Other Securities: These investments are primarily made up of residual interests in securitization entities.
Based on this analysis, as of December 31, 2025, our equity price sensitivity was $5,142 and our foreign exchange currency sensitivity was $0. As of December 31, 2024, our equity price sensitivity was $1,189 and our foreign exchange currency sensitivity was $0. Other Securities: These investments are primarily made up of residual interests in securitization entities.
As of December 31, 2023, we would have incurred a loss of $1,368 if the yield curve rose 100 bps across all maturities and a gain of $1,364 if the yield curve fell 100 bps across all maturities. Equity Securities : We hold equity interests in both public and private entities. These investments are subject to equity price risk.
As of December 31, 2024, we would have incurred a loss of $3,159 if the yield curve rose 100 bps across all maturities and a gain of $3,156 if the yield curve fell 100 bps across all maturities. Equity Securities : We hold equity interests in both public and private entities. These investments are subject to equity price risk.
Based on this analysis, as of December 31, 2024, we would have incurred a loss of $3,159 if the yield curve rose 100 bps across all maturities and a gain of $3,156 if the yield curve fell 100 bps across all maturities.
Based on this analysis, as of December 31, 2025, we would have incurred a loss of $1,543 if the yield curve rose 100 bps across all maturities and a gain of $1,539 if the yield curve fell 100 bps across all maturities.

Other COHN 10-K year-over-year comparisons