What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-03-12 compared with 2024-03-06 · 395 added, 426 removed, 1011 unchanged (45% of the section changed)

10 unchanged sentences

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, and advisory services.

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.

Our fixed income sales and trading group provides trade execution to corporate investors, institutional investors, mortgage originators, and other smaller broker-dealers.

We specialize in a variety of products, including but not limited to:

corporate bonds, ABS, MBS, RMBS, CDOs, CLOs, CBOs, CMOs, municipal securities, TBAs and other forward agency MBS contracts, U.S.

corporate bonds, ABS, MBS, RMBS, CBOs, CMOs, municipal securities, TBAs and other forward agency MBS contracts, SBA loans, U.S.

government bonds, U.S.

government agency securities, brokered deposits and CDs for small banks, and hybrid capital of financial institutions including TruPS, whole loans, and other structured financial instruments.

government agency securities, brokered deposits and CDs for small banks, and hybrid capital of financial institutions including whole loans and other structured financial instruments.

We carry out our capital markets activities primarily through our subsidiaries:

JVB in the United States and CCFESA in Europe.

A division of JVB, Cohen & Company Capital Markets ("CCM") is our full-service boutique investment bank that provides innovative strategic and financial advice in M&A, capital markets, and SPAC advisory.

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 :

5 unchanged sentences

Our Asset Management business segment includes our fee-based asset management operations, which include on-going base and incentive management fees.

As of December 31, 2023, we had approximately $2.4 billion in assets under management (“AUM”) of which 42% was in CDOs.

As of December 31, 2024, we had approximately $2,325 in assets under management (“AUM”) of which 42% was in CDOs.

A significant portion of our asset management revenue is earned from the management of CDOs.

4 unchanged sentences

Principal Investing :

Our Principal Investing business segment is comprised of investments that we hold related to our SPAC franchise and other investments we have made for the purpose of earning an investment return rather than investments to support our Capital Markets business segment activities.

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.

2 unchanged sentences

Our trading activities, which include execution and brokerage services, riskless trading activities, as well as gains and losses (unrealized and realized) and income and expense earned on securities classified as trading;

Revenue earned on our gestation repo financing activities;

New issue and advisory revenue comprised of (a) origination fees for newly created financial instruments originated by us, (b) revenue from advisory services, and (c) new issue revenue associated with originating, arranging, or placing newly created financial instruments.

Revenue earned on our gestation repo financing program;

New issue and advisory revenue comprised of (a) origination fees for newly created financial instruments originated by us, (b) revenue from advisory services, (c) underwriting;

and (d) revenue associated with originating, arranging, or placing newly created financial instruments;

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 acquired in connection with our CCM business.

Asset Management:

2 unchanged sentences

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;

Income and loss earned on equity method investments.

26 unchanged sentences

through our subsidiary JVB.

A division of JVB, CCM is our full-service boutique investment bank that provides innovative strategic and financial advice in M&A, capital markets, and SPAC advisory.

A division of JVB, CCM is our full-service boutique investment bank that provides innovative strategic and financial advice in M&A, capital markets, and SPAC advisory services.

In some cases, CCM will receive financial instruments in lieu of cash for its advisory transactions.

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.

Any change in the fair value of these instruments subsequent to recording the new issue revenue will be recorded as principal transactions gain or loss in our consolidated statement of operations.

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.

17 unchanged sentences

and investments in equity method affiliates in our consolidated balance sheets.

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"), or related party sponsored SPAC business combinations.

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.

49 unchanged sentences

Federal Reserve began a process of raising the federal funds rate and quantitative tightening to address rising inflation.

These actions have the effect of increasing interest rates, which negatively impacts our business in several ways:

Rising rates reduce the fair value of the fixed income securities we hold on our balance sheet.

Rising rates create instability in the equity markets, which has reduced equity financing and business combination volumes and negatively impacted CCM.

Recently, the U.S.

Federal Reserve reduced interest rates for the first time in several years.

It is unclear as to whether or how quickly interest rates will continue to decline, if at all.

For most of the periods presented herein, rates were rising or elevated versus historical lows, which negatively impacted our business in the following ways:

Rising rates reduced the fair value of the fixed income securities we hold on our balance sheet.

Rising rates created instability in the equity markets, which has reduced equity financing and business combination volumes and negatively impacted CCM.

Rising rates reduced the volumes of new issue fixed income instruments, which has negatively impacted our CREO JV.

Rising rates significantly reduce mortgage activity.

Rising rates significantly reduced mortgage activity.

Our mortgage group's profitability is mainly impacted by the volume of mortgage activity in the U.S.

6 unchanged sentences

Recent Events and Transactions

Consolidation of the SPAC Fund

Prior to March 31, 2023, the Vellar GP had an investment in the SPAC Fund, the potential to earn incentive fees, and did not consolidate the SPAC Fund.

Effective April 1, 2023, all of the investors in the SPAC Fund, other than the Vellar GP, redeemed all of their interests in the SPAC Fund.

As a result, effective April 1, 2023, the Vellar GP became the sole owner of the SPAC Fund and began consolidating it.

We own an interest in and consolidates the Vellar GP.

Effective April 1, 2023, we began consolidating the SPAC Fund as well.

We recorded the following entry upon consolidation:

Asset/(Liability)

Cash and cash equivalents

Receivables from brokers, dealers, and clearing agencies

Other investments, at fair value

Accounts payable and other liabilities

Other investments sold, not yet purchased

Vellar GP's remaining investment in the SPAC Fund

As of December 31, 2023, all amounts due to the redeeming investors in the SPAC Fund were paid in full.

The 2020 Senior Note s

On January 31, 2020, the Operating LLC entered into a note purchase agreement (the “Original Purchase Agreement”) with JKD Capital Partners I LTD, a New York corporation (“JKD Investor”), and RN Capital Solutions LLC, a Delaware limited liability company (“RNCS”).

The JKD Investor is owned by Jack DiMaio, Jr., the vice chairman of our board of directors, and his spouse.

The note purchased by the JKD Investor is herein referred to as the “JKD Note.”

Pursuant to the Original Purchase Agreement, JKD Investor and RNCS each purchased a senior promissory note in the principal amount of $2,250 (for an aggregate investment of $4,500).

The senior promissory notes bore interest at a fixed rate of 12% per annum and matured on January 31, 2022.

On January 31, 2022, the Operating LLC and JKD Investor entered into a note purchase agreement (the "2022 Purchase Agreement"), pursuant to which, among other things, on such date, (i) JKD Investor paid to the Operating LLC an additional $2,250 and (ii) in consideration for such funds, the Operating LLC issued to JKD Investor an amended and restated senior promissory note in the aggregate principal amount of $4,500 (the “Amended and Restated Note”), which Amended and Restated Note amended and restated the JKD Note in its entirety.

The 2022 Purchase Agreement contains customary representations and warranties on the part of each of JKD Investor and the Operating LLC.

We used these proceeds to retire the $2,250 of 2020 Senior Notes held by RNCS.

See note 20 and 31.

On January 5, 2024, the Operating LLC and JKD Investor entered into an amendment to the Amended and Restated Note, pursuant to which the Amended and Restated Note was amended to (a) extend (i) the maturity date thereof from January 31, 2024 to January 31, 2026, (ii) the date following which the Amended and Restated Note may be redeemed by JKD Investor from January 31, 2023 to January 31, 2025, and (iii) the date following which the Amended and Restated Note may be prepaid by the Operating LLC from January 31, 2023 to January 31, 2025;

and (b) increase the interest rate payable under the Amended and Restated Note from 10% per annum to 12% per annum effective as of January 31, 2024.

Redemption of Redeemable Financial Instrument and Issuance of the 2024 Note

Effective September 1, 2024, we entered into the Redemption Agreement, which terminated the JKD Investment Agreement in its entirety.

As of September 1, 2024, the investment balance under the JKD Investment Agreement was $7,719.

Pursuant to the Redemption Agreement, we (i) paid $2,573 of the investment balance in cash, and (ii) issued a senior promissory note (the “2024 Note”) in the aggregate principal amount of $5,146, representing the remaining balance payable under the JKD Investment Agreement.

The 2024 Note bears interest at 12% and its principal is to be repaid 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.

The 2024 Note may not be prepaid in whole or in part prior to January 31, 2025.

The 2024 Note may, with at least 31 days’ prior written notice to the holder of the 2024 Note, be prepaid in whole or in part at any time following January 31, 2025, without penalty or premium.

See notes 4 and 19 to our consolidated financial statements included in this Annual Report on Form 10-K for additional information relating to the Redemption Agreement and 2024 Note.

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.

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.

Pursuant to the Vellar Purchase Agreement, the Operating LLC sold all of its 33.4% interest in Vellar GP for an aggregate of $10.

As of February 25, 2025 and as a result of the consummation of the transactions contemplated by the Vellar Purchase Agreement, the Company no longer had any investment in Vellar GP.

Pursuant to the Vellar Purchase Agreement, the Operating LLC resigned as the managing member of Vellar GP, effective February 25, 2025.

In the first quarter of 2025, we expect to record a net loss of $404 related to Vellar GP which includes both the loss on sale and results of operations for the 2025 period prior to the sale.

Pursuant to the Vellar Transition Services Agreement, in exchange for The Operating LLC’s agreement to provide certain transitional services to Vellar GP, Vellar GP agreed to pay to The Operating LLC certain defined net revenue share amounts up to an aggregate of $4,234;

and (ii) agreed to decrease the amount which The Operating LLC had previously agreed to pay to Vellar GP in connection with the funding of certain Vellar GP litigation expenses from $2,121 to $1,084.

Consolidated Results of Operations

23 unchanged sentences

Income / (loss) from equity method affiliates

Other non operating income

Income / (loss) before income taxes

5 unchanged sentences

Net income / (loss) attributable to Cohen & Company Inc.

Revenues increased by $38,594, or 87%, to $82,981 for the year ended December 31, 2023, as compared to $44,387 for the year ended December 31, 2022.

As discussed in more detail below, the change was comprised of (i) a decrease of $9,083 in net trading revenue;

(ii) a decrease of $1,667 in asset management revenue;

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.

As discussed in more detail below, the change was comprised of (i) an increase of $5,483 in net trading revenue;

(ii) an increase of $1,672 in asset management revenue;

(iii) an increase of $35,158 in new issue and advisory revenue;

and (iv) an increase of $45,801 in principal transactions and other income.

Net trading revenue decreased by $9,083, or 23%, to $30,926 for the year ended December 31, 2023, as compared to $40,009 for the year ended December 31, 2022.

and (iv) a decrease of $45,696 in principal transactions and other income.

Net trading revenue increased by $5,483, or 18%, to $36,409 for the year ended December 31, 2024, as compared to $30,926 for the year ended December 31, 2023.

The following table shows the detail by trading group.

16 unchanged sentences

See note 11 to our consolidated financial statements included in this Annual Report on Form 10-K.

The Company recorded a gross loss of $1,752 and $5,454 in connection with the FGMC reverse repo for the years ended December 31, 2023 and 2022, respectively.

Of the $1,752 los s in 2023, $1,748 was r ecorded as a reduction in net trading revenue an d $4 was rec orded in professional fees and other operating expense.

Of the $5,454 los s in 2022, $5,244 was r ecorded as a reduction in net trading revenue an d $210 was rec orded in professional fees and other operating expense.

Of the $1,748 recorded in net trading revenue in 2023, $1,500 is included in the mortgage group and $248 is included in the matched book repo group in the table above.

Of the $5,244 recorded in net trading revenue in 2022, $4,330 is included in the mortgage group and $914 is included in the matched book repo group in the table above.

See note 11 to our consolidated financial statements included in Item 1 of 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.

Asset Management

15 unchanged sentences

In the case where no management fees are earned, the net assets are included.

Asset management fees decreased by $1,667, or 19%, to $7,337 for the year ended December 31, 2023, as compared to $9,004 for the year ended December 31, 2022, as discussed in more detail below.

Asset management fees increased by $1,672, or 23%, to $9,009 for the year ended December 31, 2024, as compared to $7,337 for the year ended December 31, 2023, as discussed in more detail below.

ASSET MANAGEMENT

1 unchanged sentence

Year Ended December 31,

A significant portion of our asset management fees are earned from the management of CDOs.

We have not completed a new securitization since 2008.

As a result, our asset management revenue from CDOs has declined from its historical highs as the assets of the CDOs decline due to maturities, repayments, auction call redemptions, liquidations, and defaults.

Our ability to complete securitizations in the future will depend upon, among other things, our asset origination capacity and success, our ability to arrange warehouse financing to originate assets, our willingness and capacity to fund required amounts to obtain warehouse financing and securitized financings, and the demand in the markets for such securitizations.

Asset management fees from CDOs decreased primarily because the one of the securitizations we manage completed a successful auction during 2022.

As a result, we received payment of deferred subordinated management fees of $1,600 in 2022.

Otherwise, asset management fees from CDOs declined by $216 during 2023 mainly due to a decline in AUM due to liquidations and principal paydowns of collateral.

Asset management fees from other investment vehicles remained relatively flat.

Asset management fees from CDOs remained relatively unchanged.

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.

See note 29 to our consolidated financial statements included in this Annual Report on Form 10-K.

New Issue and Advisory Revenue

1 unchanged sentence

Year Ended December 31,

Cohen & Company Capital Markets

Commercial Real Estate Originations

9 unchanged sentences

These costs are included as a component of either subscriptions, clearing and execution, or professional fees and other.

CCM is our full-service boutique investment bank that provides innovative strategic and financial advice in M&A, capital markets, and SPAC advisory.

All new issue 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.

CCM is our full-service boutique investment bank that provides innovative strategic and financial advice in M&A, capital markets, and SPAC advisory services.

In addition, we generate new issue revenue by originating new assets for the U.S.

Insurance JV, CREO JV, and for our PriDe funds in Europe.

Insurance JV, CREO JV, and our PriDe Funds in Europe.

In some cases, CCM will receive financial instruments in lieu of cash for its advisory transactions.

1 unchanged sentence

Subsequent to receipt, the instruments are carried at fair value as a component of other investments, at fair value in our consolidated balance sheets.

Any future income or loss related to these instruments will be recorded as principal transactions gain or loss in the consolidated statement of operations.

Any change in the fair value of these instruments subsequent to recording the new issue revenue will be recorded as principal transactions gain or loss in our consolidated statement of operations.

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.

As a result, it may take us a significant period of time to liquidate these financial instruments.

We may suffer significant principal transactions loss prior to final liquidation of these financial instruments.

See Principal Transactions and Other Income below.

Principal Transactions and Other Income

Principal transactions and other income increased by $45,801 to $16,454 for the year ended December 31, 2023, as compared to ($29,347) for the year ended December 31, 2022.

Principal transactions and other income decreased by $45,696 to ($29,242) for the year ended December 31, 2024, as compared to $16,454 for the year ended December 31, 2023.

PRINCIPAL TRANSACTIONS & OTHER INCOME

1 unchanged sentence

Year Ended December 31,

SFA transactions

US Insurance JV

Stoa / FlipOS

Interests in public companies:

Abpro Corporation (NASDQ:

Next.e.GO N.V.

Baird Medical Investment Holdings Limited (NASDQ:

Brand Engagement Network, Inc.

Captivision Inc.

CERo Therapeutics Holdings, Inc.

Crown LNG Holdings Limited (NASDAQ:

DevvStream Corp.

GCT Semiconductor Holding, Inc.

(NYSE American:

Psyence Biomedical Ltd.

Rezolve AI Limited (NASDAQ:

Rubicon Technologies (OTC:

Semilux International Ltd.

Stardust Power Inc.

Tevogen Bio Holdings, Inc.

Zapata Computing Holdings Inc.

Zoomcar Holdings, Inc.

Capital markets principal transactions

Interests in public companies:

Brand Engagement Network, Inc.

Critical Metals Corp.

Heliogen, Inc.

Holdco Nuvo Group DG Ltd.

Payoneer Global Inc.

Rezolve AI Limited (NASDAQ:

Syntec Optics Holdings, Inc.

Tevogen Bio Holdings, Inc.

Zoomcar Holdings, Inc.

Stoa USA Inc./FlipOs

Investing principal transactions

Total principal transactions

IIFC revenue share

All other income / (loss)

All other income

Total principal transactions and other income

Principal Transactions

For all investments discussed below, see note 9 to our consolidated financial statements included in this Annual Report on Form 10-K for information about how we determine the value of these instruments.

For several of the investments described below, we also had an investment in the same company that was accounted for under the equity method during the periods presented.

See discussion of equity method income / (loss) below.

SFT was a publicly traded company.

As of December 31, 2023, the total carrying value of our investment in SFT was $13.

LMND represents equity positions of Lemonade, Inc.

LMND), a publicly traded company that acquired Metromile, Inc.

As of December 31, 2023, the total carrying value of our investment in LMND was $0.

REE represents equity positions of REE Automotive Ltd.

REE), a publicly traded company that closed a business combination with 10X Capital Venture Acquisition Corp.

As of December 31, 2023, we had a total investment in REE carried at fair value of $130, which was included as a component of other investments, at fair value.

RBT represents equity positions of Rubicon Technologies, Inc.

RBT), a publicly traded company that closed a business combination with Founder SPAC.

As of December 31, 2023, we had a total investment in RBT carried at fair value of $0, which was included as a component of other investments, at fair value.

HLGN represents equity positions of Heliogen, Inc.

HLGN), a publicly traded company that closed a business combination with Athena Technology Acquisition Corp.

As of December 31, 2023, we had a total investment in HLGN carried at fair value of $29, which was included as a component of other investments, at fair value.

PAYO represents equity positions of Payoneer Global, Inc.

PAYO), a publicly traded company that closed a business combination with FTAC Olympus Acquisition Corp.

As of December 31, 2023, we had a total investment in PAYO carried at fair value of $1,443, which was included as a component of other investments, at fair value.

PWP represents equity positions of Perella Weinberg Partners (NASDAQ:

PWP), a publicly traded company that closed a business combination with FTAC IV Acquisition Corp.

As of December 31, 2023, we had a total investment in PWP carried at fair value of $317, which was included as a component of other investments, at fair value.

FOXO represents equity positions of FOXO Technologies Inc.

FOXO), a publicly traded company that closed a business combination with Delwinds Insurance Acquisition Corp.

As of December 31, 2023, we had a total investment in FOXO carried at fair value of $21, which was included as a component of other investments, at fair value.

BURU represents equity positions of Nuburu, Inc.

(NYSE American:

BURU), a publicly traded company that closed a business combination with Tailwind Acquisition Corp.

As of December 31, 2023, we had a total investment in BURU carried at fair value of $7, which was included as a component of other investments, at fair value.

OPTX represents equity positions of Syntec Optics Holdings, Inc.

OPTX), a publicly traded company that closed a business combination with OmniLit Acquisition Corp.

As of December 31, 2023, we had a total investment in OPTX carried at fair value of $1,317, which was included as a component of other investments, at fair value.

CAPT represents equity positions of Captivision, Inc.

CAPT), a publicly traded company that closed a business combination with Jaguar Global Growth Corp.

As of December 31, 2023, we had a total investment in CAPT carried at fair value of $3,791, which was included as a component of other investments, at fair value.

EGOX represents equity positions of Next.e.GO, BV (NASDAQ:

EGOX), a publicly traded company that closed a business combination with Athena Consumer Acquisition Corp.

As of December 31, 2023, we had a total investment in EGOX carried at fair value of $7,854, which was included as a component of other investments, at fair value.

WEJO represents equity positions of Wejo Group, Ltd.

WEJO), a publicly traded company that closed a business combination with Virtuoso Acquisition Corp.

As of December 31, 2023, we had a total investment in WEJO carried at fair value of $0, which was included as a component of other investments, at fair value.

We have engaged in several SFAs.

In a typical SFA transaction, we acquire an interest in a publicly traded company and enter into an offsetting derivative with the same company.

Both the interest in the public company and the offsetting derivative are carried at fair value.

The amount shown in the table above represents the net change in fair value recorded during the period.

The interests we hold in SFA Counterparties are included as a component of other investments, at fair value.

The derivatives are included as a component of other investments sold, not yet purchased, at fair value.

See note 10 to our consolidated financial statements included in Item 1 of this Annual Report on Form 10-K for more information regarding our SFAs.

In 2022, we entered into a bridge loan arrangement with an early stage growth company.

The principal of the bridge loan was repaid in full during 2023.

We earned a gross exit fee, initially valued at $3,040, comprised of a cash component of $1,050 and a share component of $1,990.

The cash component was paid in full.

The share component remains outstanding and is carried at fair value and included in the SFA amounts shown in the table.

In the table above, our principal transactions are broken out into two groups:

Capital Markets Principal Transactions :

In some cases, CCM acquires financial instruments or receives financial instruments in lieu of cash for its advisory transactions.

We carry these instruments at fair value with changes in fair value included as a component of principal transactions and other income in our consolidated income statement.

Gains and losses on these instruments are included in our Capital Markets segment as these instruments were acquired as part of CCM's activities.

See note 29 to our consolidated financial statements included in this Annual Report on Form 10-K.

Principal Investing Principal Transactions :

In other cases, we will acquire a financial instrument for the purposes of earning an investment return.

We also carry these instruments at fair value with changes in fair value included as a component of principal transactions and other income in our consolidated income statement.

However, gains and losses on these instruments are included in our Principal Investing segment as these investments were acquired to earn a return.

Note that a particular instrument may be included in both categories if it was acquired as part of CCM's activities and separately acquired to earn an investment return.

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 and non-convertible notes receivable, as well as equity interest in SPVs that have investments in these public companies.

The name and stock symbol of each public company in which we have a direct or indirect investment is listed in the table above.

The amounts shown represent the change in the fair value of our investment during each time period noted in the table.

Many of the interests in the public companies listed above were acquired as non-cash compensation related to new issue and advisory engagements.

When we received these investments, we recorded new issue and advisory revenue for the fair value of those instruments at that time.

Other Principal Investments

The CREO JV invests in primarily multi-family commercial real estate mortgage-backed loans.

We carry our investment in the CREO JV at its reported NAV.

Insurance JV invests in insurance company debt.

1 unchanged sentence

Insurance JV at its reported NAV.

As of December 31, 2023, we had a total investment in the U.S.

Insurance JV carried at fair value of $3,107, which was included as a component of other investments, at fair value.

The CREO JV invests in commercial real estate debt.

We carry our investment in the CREO JV at its reported NAV.

As of December 31, 2023, we had a total investment in the CREO JV carried at fair value of $4,783, which was included as a component of other investments, at fair value.

Stoa USA Inc.

1 unchanged sentence

During 2023, Stoa USA Inc.

/ FlipOS announced that it had ceased operations.

We wrote off our investment during 2023 and recorded a principal transactions loss.

/ FlipOS announced it had ceased operations.

We wrote off our investment in 2023.

We have no remaining investment in Stoa USA Inc.

/ FlipOS as of December 31, 2023.

We have engaged in several SFA transactions.

In a typical SFA transaction, we acquire an interest in a publicly traded company and enter into an offsetting derivative with the same company.

Both the interest in the public company and the offsetting derivative are carried at fair value.

The amount shown in the table above represents the net change in fair value recorded during the periods presented.

The interests we hold in SFA Counterparties are included as a component of other investments, at fair value.

The derivatives are included as a component of other investments sold, not yet purchased, at fair value.

See note 8 to our consolidated financial statements included in this Annual Report on Form 10-K for more information regarding our SFAs.

The bridge loan exit fee was earned on a bridge loan made to an early stage growth company.

Other principal investments consist of realized and unrealized gains and losses from other investments reported at fair value.

Other income / (loss) is comprised of an ongoing revenue share arrangement as well as other miscellaneous operating income items.

Other income is comprised of an ongoing revenue share arrangement as well as other miscellaneous operating income items.

The revenue share arrangement noted in the table above entitles us to a percentage of revenue earned by IIFC.

1 unchanged sentence

To date, we have earned $8,175.

Also, in any particular year, the revenue share earned by us cannot exceed $2,000.

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.

Operating Expenses

4 unchanged sentences

(iv) an increase of $5,125 in professional fee and other operating;

and (v) an increase of $6 in depreciation and amortization.

and (v) a decrease of $7 in depreciation and amortization.

Compensation and Benefits

8 unchanged sentences

Our headcount decreased to 113 as of December 31, 2024 from 118 as of December 31, 2023.

Cash compensation increased primarily due to an increase in incentive compensation related to the increase in overall revenue and income from equity method affiliates.

Equity-based compensation remained relatively flat.

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.

Business Development, Occupancy, and Equipment

Business development, occupancy, and equipment increased by $1,413, or 27%, to $6,617 for the year ended December 31, 2024, as compared to $5,204 for the year ended December 31, 2023.

This increase was comprised of an increase in occupancy and equipment of $297, partially offset by a decrease in business development of $169.

This increase was comprised of an increase in business development of $867 and an increase in other occupancy of $546.

Subscriptions, Clearing, and Execution

4 unchanged sentences

The increase was comprised of an increase in professional fees of $1,913 and an increase in other operating expenses of $3,212.

A large portion of the increase in other operating expense was the result of bad debt expense of $2,556 recorded during 2024 related to CCM accounts receivable.

Depreciation and Amortization

Depreciation and amortization increased by $6, or 1%, to $563 for the year ended December 31, 2023, as compared to $557 for the year ended December 31, 2022.

Depreciation and amortization decreased by $7, or 1%, to $556 for the year ended December 31, 2024, as compared to $563 for the year ended December 31, 2023.

Non-Operating Income and Expense

Interest Expense, net

Interest expense, net increased by $1,544 to $6,526 for the year ended December 31, 2023, as compared to $4,982 for the year ended December 31, 2022.

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.

INTEREST EXPENSE

2 unchanged sentences

Junior subordinated notes

2020 Senior Notes

2017 Convertible Note

2020/2024 Notes

Redeemable Financial Instrument - JKD Capital Partners I LTD

4 unchanged sentences

Year Ended December 31,

Insurance SPACs

SPAC Sponsor Entities

9 unchanged sentences

Year Ended December 31,

As of December 31, 2023, our equity method investment in the sponsor entity of the predecessor SPAC of HLGN was $0.

As of December 31, 2023, our equity method investment in the sponsor entity of the predecessor SPAC of WEJO was $0.

We held an equity method investment in the sponsor of the predecessor SPAC of Alpha Tau Medical, LTD (NASDAQ:

As of December 31, 2023, our equity method investment in the sponsor entity of the predecessor SPAC of DRTS was $0.

As of December 31, 2023, our equity method investment in the sponsor entity of the predecessor SPAC of FOXO was $0.

As of December 31, 2023, our equity method investment in the sponsor entity of the predecessor SPAC of OPTX was $0.

We held an equity method investment in the sponsor of the predecessor SPAC of Zoomcar Holdings, Inc.

As of December 31, 2023, our equity method investment in the sponsor entity of the predecessor SPAC of ZCAR was $0.

We hold an equity method investment in the sponsor of the predecessor SPAC of African Agriculture Holdings Inc.

AAGR and its predecessor SPAC completed a business combination during 2023.

Our remaining equity method investment as of December 31, 2023 of $2,357 represents the fair value of the equity interests attributable to us that remain in the sponsor entity.

These interests should be distributed to us in 2024.

The remaining other investments in SPAC Sponsor Entities represent direct and indirect investments in sponsor entities that have not yet completed a business combination.

See note 12 to our consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-K.

Rezolve AI Limited (NASDAQ:

Critical Metals Corp.

Zoomcar Holdings, Inc.

Syntec Optics Holdings, Inc.

Next.e.GO N.V.

African Agriculture Holdings Inc.

Brand Engagement Network, Inc.

Tevogen Bio Holdings, Inc.

Murano Global Investments Plc (NASDAQ:

Holdco Nuvo Group DG Ltd.

See note 12 to our consolidated financial statements included in this Annual Report on Form 10-K.

Income Tax Expense / (Benefit)

Income tax expense / (benefit) was ($329) for the year ended December 31, 2024, as compared to $5,545 for the year ended December 31, 2023.

See note 23 to our consolidated financial statements included in our Annual Report on Form 10-K.

The tax benefit recognized in 2024 was comprised of a deferred tax benefit of $677 and current tax expense of $348.

The current tax expense incurred was the result of foreign, state, and local income tax.

The deferred tax benefit was due to routine timing differences between recognition of income and expense items for GAAP and tax purposes.

The tax expense recognized in 2023 was comprised of a deferred tax expense of $5,354 and current tax expense of $191.

The current tax expense incurred was the result of foreign, state, and local income tax.

The deferred tax expense was U.S.

federal, state, and local tax expense, which was the result of the increase in the valuation allowance applied against the Company's carryforward tax assets.

We have significant carryforward tax assets.

4 unchanged sentences

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.

The income tax expense / (benefit) was $5,545 for the year ended December 31, 2023, as compared to $4,794 for the year ended December 31, 2022.

See note 23 to our consolidated financial statements included in our Annual Report on Form 10-K.

The tax expense recognized in 2023 was comprised of a deferred tax expense of $5,354 and current tax expense of $191.

The current tax expense incurred was the result of foreign, state, and local income tax.

The deferred tax expense was a U.S.

federal, state, and local tax expense, which was the result of the increase in the valuation allowance applied against the Company's NOL and NCL tax assets.

The tax expense recognized in 2022 was comprised of a deferred tax expense of $4,579 and current tax expense of $215.

The current tax expense incurred was the result of foreign, state, and local income tax.

The deferred tax expense was a U.S.

federal, state, and local tax expense, which was the result of the increase in the valuation allowance applied against the Company's NOL and NCL tax assets.

Each reporting period, management determines the expected amount of taxable income it will generate in each jurisdiction where the Company has NOLs.

3 unchanged sentences

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 2022 and 2023 because expectations of future income decreased and the Company increased the valuation allowance it had applied against carryforward assets.

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.

Due to the magnitude of the Company's carryforward assets as well as the volatility of the Company's operating results, significant adjustments to the valuation allowance are likely going forward.

4 unchanged sentences

Year Ended December 31,

Insurance SPAC III Sponsor Entities

Other SPAC related

Insurance SPAC III Sponsor Entities are the sponsor entities formed by us for our sponsored SPACs.

Prior to March 31, 2023, the Vellar GP was the general partner of the SPAC Fund but did not consolidate it.

1 unchanged sentence

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.

See notes 4, 10, and 21 to our consolidated financials included in this Annual Report on Form 10-K.

56 unchanged sentences

Income / (loss) from equity method affiliates

Other non-operating income

Income / (loss) before income taxes

5 unchanged sentences

Net income / (loss) attributable to Cohen & Company Inc.

Revenues decreased by $101,981, or 70%, to $44,387 for the year ended December 31, 2022, as compared to $146,368 for the year ended December 31, 2021.

Revenues increased by $38,594, or 87%, to $82,981 for the year ended December 31, 2023, as compared to $44,387 for the year ended December 31, 2022.

As discussed in more detail below, the change was comprised of (i) a decrease of $9,083 in net trading revenue;

(ii) a decrease of $1,667 in asset management revenue;

(iii) a decrease of $4,015 in new issue and advisory revenue;

and (iv) a decrease of $66,671 in principal transactions and other income.

(iii) an increase of $3,543 in new issue and advisory revenue;

and (iv) an increase of $45,801 in principal transactions and other income.

Net trading revenue decreased by $9,083, or 23%, to $30,926 for the year ended December 31, 2023, as compared to $40,009 for the year ended December 31, 2022.

10 unchanged sentences

Our ability to derive trading gains from such trading positions is subject to overall market conditions.

Due to volatility and uncertainty in the capital markets, the net trading revenue recognized during the year may not be indicative of future results.

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.

4 unchanged sentences

See note 11 to our consolidated financial statements included in this Annual Report on Form 10-K.

The Company recorded a gross loss of $5,454 in connection with the FGMC reverse repo.

Of the $5,454 loss, $5,244 was recorded as a reduction in net trading revenue and $210 was recorded in professional fees and other operating expenses.

Of the $5,244 recorded in net trading revenue, $4,330 is included in the mortgage group and $914 is included in the matched book repo group in the table above.

See note 11 to our consolidated financial statements included in Item 1 of 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.

Asset Management

7 unchanged sentences

Asset management fees from CDOs increased because the one of the securitizations we manage completed a successful auction during 2022.

As a result, we received payment of deferred subordinated management fees of $1,600.

Otherwise, asset management fees from CDOs declined by $630 during 2022 mainly due to a decline in AUM due to liquidations of collateral, our removal as manager of one CDO, and principal paydowns of collateral.

Asset management fees from other investment vehicles decreased primarily due to a reduction of incentive fees earned on the SPAC Fund.

Asset management fees from CDOs decreased primarily because one of the securitizations we manage completed a successful auction during 2022.

As a result, we received payment of deferred subordinated management fees of $1,600 in 2022.

Otherwise, asset management fees from CDOs declined by $216 during 2023 mainly due to a decline in AUM due to liquidations and principal paydowns of collateral.

Asset management fees from other investment vehicles remained relatively unchanged.

All asset management revenue is included in our asset management segment.

See note 29 to our consolidated financial statements included in this Annual Report on Form 10-K.

New Issue and Advisory Revenue

New issue and advisory revenue decreased by $4,015, or 14%, to $24,721 for the year ended December 31, 2022, as compared to $28,736 for the year ended December 31, 2021.

New issue and advisory revenue increased by $3,543, or 14%, to $28,264 for the year ended December 31, 2023, as compared to $24,721 for the year ended December 31, 2022.

Year Ended December 31,

Cohen & Company Capital Markets

Commercial Real Estate Originations

US Insurance Originations

Insurance Originations

Europe Insurance Originations

6 unchanged sentences

In addition, we often incur certain costs related to new issue engagements.

These costs are included as a component of either subscriptions, clearing and execution, or professional fees and other and will generally be recognized in the same period that the related revenue is recognized.

CCM is our full-service boutique investment bank that provides innovative strategic and financial advice in M&A, capital markets, and SPAC advisory.

These costs are included as a component of either subscriptions, clearing and execution, or professional fees and other.

All new issue 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.

CCM is our full-service boutique investment bank that provides innovative strategic and financial advice in M&A, capital markets, and SPAC advisory services.

In addition, we generate new issue revenue by originating new assets for the U.S.

Insurance JV, CREO JV, and our PriDe Funds in Europe.

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.

Any change in the fair value of these instruments subsequent to recording the new issue revenue will be recorded as principal transactions gain or loss in our consolidated statement of operations.

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.

As a result of the above, it may take us a significant period of time to liquidate these financial instruments.

We may suffer significant principal transactions loss prior to final liquidation of these financial instruments.

See Principal Transactions and Other Income below.

Principal Transactions and Other Income

Principal transactions and other income decreased by $66,671 to ($29,347) for the year ended December 31, 2022, as compared to $37,324 for the year ended December 31, 2021.

Principal transactions and other income increased by $45,801 to $16,454 for the year ended December 31, 2023, as compared to ($29,347) for the year ended December 31, 2022.

PRINCIPAL TRANSACTIONS & OTHER INCOME

1 unchanged sentence

For the Year Ended December 31,

Stoa USA Inc.

Other SPAC equity

Interests in public companies:

Next.e.GO N.V.

Captivision Inc.

(NYSE American:

Rubicon Technologies (OTC:

FOXO Technologies Inc.

(NYSE American:

Capital markets principal transactions

Interests in public companies:

Heliogen, Inc.

FOXO Technologies Inc.

(NYSE American:

Lemonade, Inc.

Payoneer Global Inc.

Perella Weinberg Partners (NASDAQ:

REE Automotive Ltd.

Shift Technologies, Inc.

Syntec Optics Holdings, Inc.

Wejo Group Limited (OTC:

Stoa USA Inc./FlipOs

Investing principal transactions

Total principal transactions

3 unchanged sentences

Principal Transactions

For several of the investments described below, we also had an investment in the same company that was accounted for under the equity method during the periods presented.

See discussion of equity method income / (loss) below.

SFT was a publicly traded company.

In the periods presented, the shares of SFT we held were comprised of both unrestricted and restricted shares and were carried at fair value.

For a portion of the period we held these shares, they were held in majority owned consolidated subsidiaries (the "Insurance SPAC Sponsor Entities").

Accordingly, there were significant non-controlling interest and equity compensation expenses associated with these shares.

See discussion of non-convertible non-controlling interest and equity compensation expense below.

As of December 31, 2022, the total carrying value of our investment in SFT was $231.

LMND is a publicly traded company.

In the periods presented, the shares of LMND we held were comprised of both unrestricted and restricted shares and were carried at fair value.

For a portion of the period we held these shares, they were held in majority owned consolidated subsidiaries (the "Insurance SPAC II Sponsor Entities").

Accordingly, there were significant non-controlling interest and equity compensation expenses associated with these shares.

See discussion of non-convertible non-controlling interest and equity compensation expense below.

As of December 31, 2022, the total carrying value of our investment in LMND was $561.

IMXI represents equity positions of International Money Express, Inc.

IMXI), a publicly traded company that resulted from the merger of Intermex Holdings, LLC and FinTech Acquisition Corp.

These shares were carried at fair value.

As of December 31, 2022, we hold no remaining investment in IMXI.

WEJO represents equity positions of Wejo Group, Ltd.

WEJO), a publicly traded company that closed its business combination with Virtuoso Acquisition Corp.

As of December 31, 2022, we had a total investment in WEJO carried at fair value of $175, which was included as a component of other investments, at fair value.

REE represents equity positions of REE Automotive Ltd.

REE), a publicly traded company that closed its business combination with 10X Capital Venture Acquisition Corp.

As of December 31, 2022, we had a total investment in REE carried at fair value of $292, which was included as a component of other investments, at fair value.

ML represents equity positions of MoneyLion, Inc.

ML), a publicly traded company that closed its business combination with Fusion Acquisition Corp.

As of December 31, 2022, we had a total investment in ML carried at fair value of $25, which was included as a component of other investments, at fair value.

BKSY represents equity positions of BlackSky Technology Inc.

BKSY), a publicly traded company that closed its business combination with Osprey Technologies Acquisition Corp.

As of December 31, 2022, we had a total investment in BKSY carried at fair value of $28, which was included as a component of other investments, at fair value.

FOXO represents equity positions of FOXO Technologies Inc.

FOXO), a publicly traded company that closed its business combination with Delwinds Insurance Acquisition Corp.

As of December 31, 2022, we had a total investment in FOXO carried at fair value of $222, which was included as a component of other investments, at fair value.

HLGN represents equity positions of Heliogen, Inc.

HLGN), a publicly traded company that closed its business combination with Athena Technology Acquisition Corp.

As of December 31, 2022, we had a total investment in HLGN carried at fair value of $353, which was included as a component of other investments, at fair value.

RBT represents equity positions of Rubicon Technologies, Inc.

RBT), a publicly traded company that closed its business combination with Founder SPAC.

As of December 31, 2022, we had a total investment in RBT carried at fair value of $4,424, which was included as a component of other investments, at fair value.

PAYO represents equity positions of Payoneer Global, Inc.

PAYO), a publicly traded company that closed a business combination with FTAC Olympus Acquisition Corp.

As of December 31, 2022, we had a total investment in PAYO carried at fair value of $1,633, which was included as a component of other investments, at fair value.

PWP represents equity positions of Perella Weinberg Partners (NASDAQ:

PWP), a publicly traded company that closed a business combination with FTAC IV Acquisition Corp.

As of December 31, 2022, we had a total investment in PWP carried at fair value of $232, which was included as a component of other investments, at fair value.

In the table above, our principal transactions revenue is broken out into two groups:

Capital Markets Principal Transactions :

In some cases, CCM acquires financial instruments or receives financial instruments in lieu of cash for its advisory transactions.

We carry these instruments at fair value with changes in fair value included as a component of principal transactions and other income in our consolidated income statement.

Gains and losses on these instruments are included in our Capital Markets segment as these instruments were acquired as a result of CCM's activities.

See note 29 to our consolidated financial statements included in this Annual Report on Form 10-K.

Principal Investing Principal Transactions :

In other cases, we will acquire a financial instrument for the purposes of earning an investment return.

We also carry these instruments at fair value with changes in fair value included as a component of principal transactions and other income in our consolidated income statement.

However, gains and losses on these instruments are included in our Principal Investing segment as these investments were acquired to earn a return.

Note that a particular instrument may be included in both categories if it was acquired as a result of CCM's activities and separately acquired to earn an investment return.

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.

The name and stock symbol of each public company in which we have a direct or indirect investment is listed in the table above.

The amounts shown represent the change in the fair value of our investment in each time period noted in the table.

Many of the interests in the public companies listed above were acquired as non-cash compensation related to new issue and advisory engagements.

When we received these investments, we recorded new issue and advisory revenue for the fair value of those instruments at that time.

Other Principal Investments

The CREO JV invests in primarily multi-family commercial real estate mortgage-backed loans.

We carry our investment in the CREO JV at its reported NAV.

Insurance JV invests in insurance company debt.

1 unchanged sentence

Insurance JV at its reported NAV.

As of December 31, 2022, we had a total investment in the U.S.

Insurance JV carried at fair value of $3,459, which was included as a component of other investments, at fair value.

The CREO JV invests in commercial real estate debt.

We carry our investment in the CREO JV at its reported NAV.

As of December 31, 2022, we had a total investment in the CREO JV carried at fair value of $6,568, which was included as a component of other investments, at fair value.

Stoa USA Inc.

/ FlipOS was a private company in which we owned common equity.

We carried our investment at fair value.

As of December 31, 2022, we had a total investment in Stoa USA Inc.

/ FlipOs carried at fair value of $6,693, which was included as a component of other investments, at fair value.

See note 31 to our consolidated financial statements included in Item 1 of this Annual Report on Form 10-K.

The SPAC Fund invested in the equity of SPACs.

We carried our investment in the SPAC Fund at its reported NAV.

As of December 31, 2022, we had a total investment in the SPAC Fund carried at fair value of $527, which was included as a component of other investments, at fair value.

Other SPAC equity represents equity investments in publicly traded SPACs or their successor public companies carried at fair value.

Other income increased by $144 to $1,284 for the year ended December 31, 2022, as compared to $1,140 for the year ended December 31, 2021.

During 2023, Stoa USA Inc.

/ FlipOS announced it had ceased operations and declared bankruptcy.